Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breaches.

Limitations on Indemnification. The (a) A Party may assert a claim for indemnification provided for in Sections 9.01 and 9.02 shall be subject hereunder only to the following limitationsextent the Indemnitee gives notice of such claim to the Indemnifying Party in accordance with Section 9.3 prior to the expiration of the applicable survival period with respect to the representation, warranty or covenant on which such claim is based, if any, set forth in Section 9.1. (b) Notwithstanding any other provision of this Article IX: (i) The Stockholders Except as provided in Section 9.4(b)(iii), in no event shall not either Party be obligated to pay any amounts liable for indemnification under this Article IX pursuant to Section 9.2(a)(i), Section 9.2(a)(iv) or Section 9.2(b)(i) hereof (i) for any item or items arising out of any Losses based uponthe same facts, arising out of events or otherwise circumstances where the Indemnifiable Loss relating thereto is less than $100,000 and (ii) in respect of any inaccuracy each individual item where the Indemnifiable Loss relating thereto is equal to or breach disclosed greater than $100,000, unless and until the aggregate of all Indemnifiable Losses which are incurred or suffered by the Buyer Indemnitees or Seller Indemnitees, respectively, exceeds 2% of the Purchase Price, in writing which case the Buyer Indemnitees or Seller Indemnitees, as applicable, shall be entitled, subject to GRS Section 9.4(b)(ii), to indemnification for (A) 50% of all such Indemnifiable Losses up to 2% of the Purchase Price and specifically waived (B) all such Indemnifiable Losses in writing by GRS prior excess of 2% of the Purchase Price. All Indemnifiable Losses arising under Section 9.2(a)(iv) shall be deemed to be a single item for purposes of the Closingforegoing. (ii) Neither GRSExcept as provided in Section 9.4(b)(iii), the Company neither Seller nor the Stockholders Buyer shall be obligated required to pay any amounts make payments for indemnification under this Article IX, except those based upon, arising out of pursuant to Section 9.2(a)(i) or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiSection 9.2(b)(i), 11.01 respectively, in an aggregate amount in excess of twelve and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one on-half percent (112.5%) of the Purchase Price Price. (the "Basket Amount"), whereupon GRS, or the Company iii) The limitations specified in Section 9.4(b)(i) and Stockholders, as the case may be, Section 9.4(b)(ii) shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to Indemnifiable Losses arising out of any breach of any of the representations and warranties in Sections 5.1, 5.2, 5.8, 5.13, 5.17, 6.1, 6.2, or 6.5, but in no case shall either Seller or Buyer be required to make payments for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), respectively, in an aggregate amount in excess of which one hundred percent (100%) of the Purchase Price. (c) Notwithstanding anything contained in this Agreement to the contrary, except for the representations and warranties expressly contained in Article V and the Seller Disclosure Schedules, neither Seller nor any party had actual Knowledge at other Person is making any time other express or implied representation or warranty of any kind or nature whatsoever (including with respect to Seller, the Business, the Purchased Assets, the Assumed Obligations or the transactions contemplated by this Agreement), and Seller hereby disclaims any other representations or warranties, whether made by such Party or its Affiliates, officers, directors, employees, agents, or representatives, including the implied warranty of merchantability and any implied warranty of fitness for a particular purpose. (d) In the event that Buyer proceeds to the Closing notwithstanding written notice from Seller prior to Closing that any breach by Seller of any representation or warranty in this Agreement, individually or in the date on which such representation aggregate with any other breaches of Seller’s representations and warranty is made warranties in this Agreement, constitutes a Material Adverse Effect, no Buyer Indemnitees shall have any claim or recourse against Seller or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages its Affiliates with respect to such breachesbreach, under this Article IX or otherwise. (e) In addition to the other limitations set forth in this Article IX, with respect to any claim for indemnification regarding any breach of any representation and warranty set forth in Section 5.12: (i) to the extent applicable, Seller’s indemnification obligation shall be limited to the cost of the least restrictive standard or remedy acceptable to each applicable Governmental Entity under applicable Environmental Law (including engineering or institutional controls) based on the industrial use of the relevant facility or property, proximity of commercial and residential areas, and all other relevant factors; provided, that the use of such standards or engineering or institutional controls does not materially interfere with operations at the affected facility and (ii) if any contamination at any Real Property that is subject to indemnity by Seller is exacerbated due to the negligence, gross negligence or willful misconduct of Buyer after the Closing Date, to the extent such exacerbation increases the cost of the investigation or remediation of such contamination, Seller shall not be responsible for any such increase in costs.

Limitations on Indemnification. The (a) Notwithstanding anything in this Agreement to the contrary, other than for fraud, and subject to this Section 12.03 (including Section 12.03(e)) and Section 12.04), (i) in no event shall the cumulative indemnification provided obligations of the Members for all Group Warranty Breaches and Member Warranty Breaches (except for any inaccuracy or breach of the Fundamental Representations included in Sections 9.01 Article 4, the Special Representations or the representations and 9.02 warranties in Section 4.06(d)), in the aggregate, exceed $15,000,000 (the “Business Cap”), (ii) in no event shall the cumulative indemnification obligations of the Members pursuant to Section 12.02(a)(i), (ii) and (iii)(z) and Section 12.02(b), except for any inaccuracy or breach of the representations and warranties in Section 4.06(d) or Section 4.15 (Taxes) with respect to federal, state and local income Taxes, in the aggregate, exceed $190,000,000 (the “Cap”), (iii) except with respect to breaches of the covenants and agreements made or to be performed pursuant to Section 7.04 (which shall only be paid directly by the applicable Principal(s)), in no event shall the indemnification obligations of the Members pursuant to Section 12.02(a) and Section 12.02(b), (x) in the aggregate, exceed the aggregate Closing Cash Consideration (including any adjustments pursuant to Section 2.12), plus any Earn-Out Amount(s) actually paid in accordance with Section 2.03(b) (including by issuance of Qualified MSG Stock or Qualified Successor Stock in accordance with Section 2.03(b)), plus any distributions from the Purchase Price Adjustment Escrow Fund received by the Members (or the Member Representative on behalf of the Members) pursuant to the terms of this Agreement, or, (y) with respect to any individual Member, exceed an amount equal to (A) the Purchase Price plus any Earn-Out Amount(s) actually paid in accordance with Section 2.03(b) (including by issuance of Qualified MSG Stock or Qualified Successor Stock in accordance with Section 2.03(b)), multiplied by (B) such Member’s Holdings Allocation Percentage. For the avoidance of doubt, with respect to the foregoing clause (iii)(y), irrespective of whether a Member delivers a Letter of Transmittal to the Member Representative, the limitation on indemnification of a Parent Indemnitee with respect to the Members shall be calculated as if such Member had submitted a Letter of Transmittal and such Member had received its allocable portion of the Purchase Price (and any Earn-Out Amount(s) actually paid in accordance with Section 2.03(b) (including by issuance of Qualified MSG Stock or Qualified Successor Stock in accordance with Section 2.03(b)) multiplied by such Member’s Holdings Allocation Percentage), and in the event of an indemnification obligation of such Member, the Member Representative shall pay the applicable amount out of the proceeds with respect to such Member held by the Member Representative to the applicable Parent Indemnitee notwithstanding the failure to receive such Letter of Transmittal but otherwise subject to the following limitations:limitations on indemnification set forth in this Agreement. For the avoidance of doubt, with respect to this Section 12.03, the value of the Qualified MSG Stock or Qualified Successor Stock will be equal to the value attributed at the time of issuance pursuant to Section 2.03(b). (b) With respect to indemnification of Parent Indemnitees by the Members for Group Warranty Breaches and Member Warranty Breaches pursuant to Section 12.02(a)(i) and Section 12.02(b)(i), other than for fraud or for the inaccuracy or breach of the Fundamental Representations, the Special Representations or the representations and warranties in Section 4.06(d), the Members shall not be liable (i) The Stockholders for any Group Warranty Breaches or Member Warranty Breaches with respect to which the aggregate Damages incurred by the Acquired Entities and their Subsidiaries, collectively, when taken together with their aggregate Damages with respect to any related Group Warranty Breach(es) or Member Warranty Breach(es), do not amount to more than $35,000 (such related Group Warranty Breach(es) or Member Warranty Breach(es) that do not exceed in the aggregate $35,000, a “De Minimis Breach”) (for the avoidance of doubt, solely for purposes of determining whether Damages exceed $35,000 for determining a De Minimis Breach, and without taking into consideration the fact that the Damages incurred by the Parent Indemnitees may have been less in respect of any such Group Warranty Breaches or Member Warranty Breaches) or (ii) unless the aggregate amount of Damages of Parent Indemnitees with respect to all Group Warranty Breaches or Member Warranty Breaches, other than De Minimis Breaches, exceeds $1,000,000 (the “Deductible”) and then only for amounts of Damages in excess of the Deductible. (c) With respect to indemnification by Parent for Parent Breaches pursuant to Section 12.02(c)(i), other than for fraud or for the inaccuracy or breach of the Fundamental Representations (i) Parent shall not be obligated liable (A) for any Parent Warranty Breaches for which the Damages with respect thereto, when taken together with the Damages with respect to pay any related Parent Warranty Breaches, do not amount to more than $35,000 (such Parent Warranty Breaches that do not exceed $35,000, a “Parent De Minimis Breach”) or (B) unless the aggregate amount of Damages with respect to all Parent Warranty Breaches, other than Parent De Minimis Breaches, exceeds the Deductible, and then only for amounts of Damages in excess of the Deductible, and (y) the maximum liability for all Parent Warranty Breaches (except for any inaccuracy in or breach of the Fundamental Representations) shall not exceed the Business Cap and (z) the maximum liability for all Parent Breaches shall not exceed the Cap. (d) For purposes of indemnification under this Article IX arising out 12, (i) each of the representations and warranties that contain any Losses based uponqualifications as to materiality, arising out material or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect (or any correlative terms) (other than such qualifications in Section 4.04(iv), Section 4.07(a), Section 4.08(a), Section 4.08(b), Section 4.16(a), the last sentence of Section 4.24, Section 6.04(iv), the definition of (except as provided in subclause (iv) thereof) and references to “Material Contracts” and for the avoidance of doubt, any dollar thresholds in Section 4.09 or otherwise Section 4.10(a)), each of which shall not be disregarded) and (ii) the representation and warranty in respect of Section 4.05(a)(i) that contains qualification as to de minimis failures, shall be deemed to have been given as though there were no such qualifications in determining the Damages attributable to any such breach or inaccuracy and in determining whether there has been any breach of, or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closinginaccuracy in, any representations or warranties hereunder. (iie) Neither GRSIf a Parent Indemnitee becomes entitled to indemnification pursuant to Sections 12.02(a) or 12.02(b), except with respect to breaches of the Company nor covenants and agreements made or to be performed pursuant to Section 7.04 (which shall only be paid directly by the Stockholders shall applicable Principal(s)), such indemnification payment will be obligated made first out of the Indemnity Escrow Fund and, in the event the amount of the Indemnity Escrow Fund is not sufficient to pay any amounts for indemnification under satisfy such entitlement in full, in cash by the Indemnitor (subject to the other terms of this Article IX12)); provided, except those based uponsolely in the event the amount of the Indemnity Escrow Fund is not sufficient to satisfy such entitlement in full, arising out that in the case of an Indemnitor that is a Rollover Holdco Member (a “Rollover Holdco Member Indemnitor”), at such Rollover Holdco Member Indemnitor’s option (upon written notice to the Parent Indemnitee of the specifics of such election (including whether to transfer Class A Holdings Interests and/or Preferred Holdings Interests or otherwise in respect of Sections 3.02a combination thereof, 3.21, 3.28, 5.22, 5.29, 9.01 pursuant to clauses (ii) and (iii) below) no later than ten (10) days after incurrence of such indemnification obligation is finally determined to be due and owing, or if such election is not made within such period, upon Parent’s option), 11.01 such indemnification obligation shall be payable in full pursuant to one or more of the following payment methods (subject to the terms herein): (i) payment of cash to the Parent Indemnitee by such Rollover Holdco Member Indemnitor, (ii) Rollover Holdco shall (x) Transfer (as defined in the A&R Holdings LLC Agreement) to Parent Class A Holdings Interests (valued at the Per Class A Holdings Interest Value in respect of such indemnification obligation) and/or Preferred Holdings Interests (valued at the Stated Early Put Value (as defined in the A&R Holdings LLC Agreement)) or a combination thereof, free and 11.02 clear of all Liens in accordance with the terms of Article VI of the A&R Holdings LLC Agreement applicable to such Transfer, and Article IV hereof (y) cancel for no consideration the "Basket Exclusions"Rollover Holdco Class A Common Units or Rollover Holdco Preferred Units (as applicable) corresponding to such Attributable Class A Common Units or Attributable Preferred Units (as applicable) of such Rollover Holdco Member, (iii) (x) Rollover Holdco shall distribute a number of Class A Holdings Interests (valued at the Per Class A Holdings Interest Value in respect of such indemnification obligation) and/or Preferred Holdings Interests (valued at the Stated Early Put Value (as defined in the A&R Holdings LLC Agreement)) or a combination thereof to such Rollover Holdco Member Indemnitor in full redemption of an equivalent number of Rollover Holdco Class A Units or Rollover Holdco Preferred Units (as applicable) held by such Rollover Holdco Member Indemnitor and concurrently (y) such Rollover Holdco Member Indemnitor shall Transfer such Class A Holdings Interests or Preferred Holdings Interests (as applicable), until free and clear of all Liens, to Parent in accordance with the aggregate indemnification payments, exclusive terms of Article VI of the Basket ExclusionsA&R Holdings LLC Agreement applicable to such Transfer, equals one (iv) with respect to a Direct Rollover Member, such Direct Rollover Member shall Transfer to Parent Class A Holdings Interests (valued at the Per Class A Holdings Interest Value in respect of such indemnification obligation), free and clear of all Liens in accordance with the terms of Article VI of the A&R Holdings LLC Agreement applicable to such Transfer, and/or (v) assignment of amounts distributable to such Rollover Holdco Member Indemnitor under the A&R Holdings LLC Agreement (including under Section 2.1 therein) to such Parent Indemnitee (such principal amount of indemnification payable by assignment of distributions, the “Principal Amount”), with interest accruing on such Principal Amount at a rate of five percent (15%) per annum, compounded semiannually from the date such indemnification obligation is finally determined to be due and payable; provided, further, that if the entire Principal Amount is not paid prior to the earlier of (x) the second anniversary of the Purchase Price date such indemnification obligation is finally determined to be due and payable, and (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as y) in the case may beof a finally determined indemnification obligation, the date such Rollover Holdco Member Indemnitor Transfers (as defined in the A&R Holdings LLC Agreement) any of his, her or its Class A Holdings Interests, the entire amount of such obligation, including the Principal Amount (to the extent unpaid) and any interest accrued as of such date, shall be obligated to pay any indemnification paymentsdue and payable by the Rollover Holdco Member Indemnitor by either of the methods set forth in clauses (i), including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii) and (iii) above (such payment to be made in the sole discretion of the Parent Indemnitee), and/or the Parent Indemnitee shall be liable is entitled to set off and withhold any amounts owed or payable to such Rollover Holdco Member Indemnitor (whether under this Agreement or another Transaction Document, other than an Employment Agreement) in the aggregate amount respect of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000)such outstanding amount. This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior Notwithstanding anything to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligationcontrary contained in this Agreement, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to any claim under Section 12.02(a) or 12.02(b) other than breaches of the covenants and agreements made or to be performed pursuant to Section 7.04 (which shall only be paid directly by the applicable Principal(s)), the Parent Indemnitee shall be entitled to collect the entire amount of his, her or its Damages from the Indemnity Escrow Fund without regard to the Members’ pro rata share of the Indemnity Escrow Fund (based on such breachesMember’s Holdings Allocation Percentage or otherwise).

Limitations on Indemnification. The (a) A Party may assert a claim for indemnification provided for in Sections 9.01 and 9.02 shall be subject hereunder only to the following limitationsextent the Indemnitee gives notice of such claim to the Indemnifying Party in accordance with Section 9.3 prior to the expiration of the applicable survival period with respect to the representation, warranty or covenant on which such claim is based, if any, set forth in Section 9.1. (b) Notwithstanding any other provision of this Article IX: (i) The Stockholders Except as provided in Section 9.4(b)(iii), in no event shall not either Party be obligated to pay any amounts liable for indemnification under this Article IX pursuant to Section 9.2(a)(i), Section 9.2(a)(iv) or Section 9.2(b)(i) hereof (A) for any item or items arising out of any Losses based uponthe same facts, arising out of events or otherwise circumstances where the Indemnifiable Loss relating thereto is less than $100,000 and (B) in respect of any inaccuracy each individual item where the Indemnifiable Loss relating thereto is equal to or breach disclosed greater than $100,000, unless and until the aggregate of all Indemnifiable Losses which are incurred or suffered by the Buyer Indemnitees or the Seller Indemnitees, respectively, exceeds 2% of the Purchase Price, in writing which case the Buyer Indemnitees or the Seller Indemnitees, as applicable, shall be entitled, subject to GRS Section 9.4(b)(ii), to indemnification for (x) 50% of all such Indemnifiable Losses up to 2% of the Purchase Price and specifically waived (y) all such Indemnifiable Losses in writing by GRS prior excess of 2% of the Purchase Price. All Indemnifiable Losses arising under Section 9.2(a)(iv) shall be deemed to be a single item for purposes of the Closingforegoing. (ii) Neither GRSExcept as provided in Section 9.4(b)(iii), the Company neither Seller nor the Stockholders Buyer shall be obligated required to pay any amounts make payments for indemnification under this Article IX, except those based upon, arising out of pursuant to Section 9.2(a)(i) or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiSection 9.2(b)(i), 11.01 respectively, in an aggregate amount in excess of twelve and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one one-half percent (112.5%) of the Purchase Price Price. (the "Basket Amount"), whereupon GRS, or the Company iii) The limitations specified in Section 9.4(b)(i) and Stockholders, as the case may be, Section 9.4(b)(ii) shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to Indemnifiable Losses arising out of any breach of any of the representations and warranties in Section 5.1, 5.2, 5.8, 5.13, 5.17, 6.1, 6.2, or 6.5, but in no case shall either Seller or Buyer be required to make payments for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), respectively, in an aggregate amount in excess of which one hundred percent (100%) of the Purchase Price. (c) Notwithstanding anything contained in this Agreement to the contrary, except for the representations and warranties expressly contained in Article V and the Seller Disclosure Schedules, neither Seller nor any party had actual Knowledge at other Person is making any time other express or implied representation or warranty of any kind or nature whatsoever (including with respect to Seller, the Business, the Purchased Assets, the Assumed Obligations or the transactions contemplated by this Agreement), and Seller hereby disclaims any other representations or warranties, whether made by such Party or its Affiliates, officers, directors, employees, agents, or representatives, including the implied warranty of merchantability and any implied warranty of fitness for a particular purpose. (d) In the event that Buyer proceeds to the Closing notwithstanding written notice from Seller prior to the date on which such Closing that any breach by Seller of any representation or warranty in this Agreement, individually or in the aggregate with any other breaches of Seller’s representations and warranty is made warranties in this Agreement, constitutes a Material Adverse Effect, no Buyer Indemnitees shall have any claim or recourse against Seller or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages its Affiliates with respect to such breachesbreach, under this Article IX or otherwise. (e) In addition to the other limitations set forth in this Article IX, with respect to any claim for indemnification regarding any breach of any representation and warranty set forth in Section 5.12: (i) to the extent applicable, Seller’s indemnification obligation shall be limited to the cost of the least restrictive standard or remedy acceptable to each applicable Governmental Entity under applicable Environmental Law (including engineering or institutional controls) based on the industrial use of the relevant facility or property, proximity of commercial and residential areas, and all other relevant factors; provided, that the use of such standards or engineering or institutional controls does not materially interfere with operations at the affected facility and (ii) if any contamination at any Real Property that is subject to indemnity by Seller is exacerbated due to the negligence, gross negligence or willful misconduct of Buyer after the Closing Date, to the extent such exacerbation increases the cost of the investigation or remediation of such contamination, Seller shall not be responsible for any such increase in costs.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 (a) No amount shall be subject payable to an Indemnified Party in satisfaction of any claim for indemnification pursuant to Section 13.1(a) or 13.2(a), as applicable, for which the following limitations: (iaggregate amount of Losses of the Indemnified Party arising therefrom, together with all related claims, is less than $50,000; provided, that the limitation set forth in this Section 13.6(a) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out apply unless and until the aggregate amount of any all Losses based uponof the Indemnified Party resulting from, arising out of or otherwise relating to breaches of representations and warranties contained in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to this Agreement exceeds the ClosingDeductible Amount. (iib) Neither GRS, the Company nor the Stockholders shall No claim may be obligated to pay any amounts made by an Indemnified Party against an Indemnifying Party for indemnification under this Article IXpursuant to Section 13.1(a) or Section 13.2(a), except those based uponas applicable, unless and until the Indemnified Party has sustained aggregate Losses for which it is entitled to indemnification pursuant to Section 13.1(a) or Section 13.2(a), as applicable, in excess of $14,000,000 in the aggregate (the “Deductible Amount”) and then only to the extent such aggregate amount exceeds the Deductible Amount, provided, however, that the Deductible Amount shall not apply with respect to any Losses resulting from, arising out of or otherwise in respect relating to breaches of Sections 3.02the Seller Fundamental Representations or the Buyer Fundamental Representations, 3.21, 3.28, 5.22, 5.29, 9.01 (iiand none of such Losses shall count towards the satisfaction of the Deductible Amount. The maximum aggregate recovery of the Indemnified Parties from the Indemnifying Parties pursuant to Section 13.1(a) and (iiior Section 13.2(a), 11.01 and 11.02 and Article IV hereof as applicable, shall not exceed an amount equal to $140,000,000 the (the "Basket Exclusions"“Cap”), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages except with respect to breaches of the Seller Fundamental Representations or Buyer Fundamental Representations, which are subject to Section 13.6(c). (c) The maximum aggregate liability or recovery of all Buyer Indemnified Parties from all Seller Indemnifying Parties under this Article 13 or otherwise pursuant to this Agreement, including for Fraud, shall not exceed an amount equal to the Final Purchase Price actually received by the Sellers. The maximum aggregate liability or recovery of all Seller Indemnified Parties from all Buyer Indemnifying Parties under this Article 13 or otherwise pursuant to this Agreement, including for Fraud, shall not exceed an amount equal to the Final Purchase Price actually received by the Sellers and the Sellers shall have no indemnification for Losses under this Article 13 by any Indemnified Party if such breachesLiabilities are taken into account in the calculation of Net Working Capital. No Indemnified Party shall be entitled to be indemnified, paid or reimbursed more than once for the same Losses.

Limitations on Indemnification. The indemnification provided for (a) Notwithstanding anything to the contrary in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon13.1 or 13.2 hereof, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive each of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company Purchaser Indemnified Parties and StockholdersSeller Indemnified Parties, as the case may be, shall be obligated entitled to pay recover for any indemnification payments, including Claim relating to any breach or inaccuracy of any representation or warranty pursuant to Sections 4 and 5 hereof only to the Basket Amount, in full. It is expressly understood extent that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of such Claims exceed $100,000200,000 (the “Basket”), in which case the indemnification obligations shall apply to the total amount of such Claims (including the Basket); provided, however, that the Basket shall not apply to any Claims for breaches or inaccuracies of representations and warranties contained in Sections 4.1 and 5.1 (authority), and 1% 4.15 (environmental) hereof. In no event shall the aggregate indemnification obligations of the Purchaser, on the one hand, or Seller, on the other hand, under Sections 13.1 or 13.2 in respect of any and all Claims relating to any breaches or inaccuracies of any representations or warranties pursuant to Sections 4 and 5 hereof exceed fifty percent (50%) of the Purchase Price is $70,000(the “Cap”); provided, however, that the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will Cap shall not apply to any Claims for breaches or inaccuracies of representations and warranties contained in Sections 4.1 and 5.1 (authority), 4.9 (title), and 4.15 (environmental) hereof, or for any Claims based in fraud, willful misrepresentation or willful breach. In addition, Purchaser shall be prohibited to make any Claims for indemnification hereunder to the extent Purchaser had actual Knowledge of a breach of any representations and warranties of which any party had actual Knowledge at any time representation or warranty made by Seller in this Agreement prior to the date on which Closing but proceeded to Closing notwithstanding such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesKnowledge.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to (a) Notwithstanding the following limitations: provisions of this ARTICLE X, (i) The Stockholders no Acquiror Indemnified Party shall be entitled to indemnification pursuant to Section 10.2(a)(i) unless and until the amount of Losses incurred by such Acquiror Indemnified Party that are the subject of a claim (or any series of related claims) exceeds $50,000 (the “De Minimus Amount”) and such Acquiror Indemnified Party shall only be entitled to indemnification pursuant to Section 10.2(a)(i) to the extent the aggregate amount of all Losses incurred by all Acquiror Indemnified Parties for which such Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 10.2(a)(i) exceeds $3,550,000 (the “Indemnification Deductible”), and then only to the extent of such excess, (ii) in no event shall the aggregate amount to be paid as indemnification pursuant to Section 10.2(a)(i), (iv), (v) and (vii) exceed $35,500,000 (the “Cap”). Seller’s aggregate liability under this ARTICLE X shall not exceed the Purchase Price. (b) Notwithstanding the provisions of Section 10.4(a), (i) the De Minimus Amount and the Indemnification Deductible shall not apply with respect to Losses relating to breaches of the representations and warranties set forth in Company Fundamental Representations or Section 3.15 (Taxes); (ii) the Cap shall not apply with respect to Losses relating to indemnification pursuant to Section 7.4(a), Section 10.2(a)(ii), (iii), (vi), (viii) or (ix) or to breaches of the representations and warranties set forth in Company Fundamental Representations or Section 3.15 (Taxes); (iii) no Acquiror Indemnified Party shall be obligated entitled to pay indemnification pursuant to Section 10.2(a)(iv) or (vii) unless and until the amount of Losses incurred by such Acquiror Indemnified Party that are the subject of a claim (or any amounts series of related claims) exceeds $250,000, and then only to the extent of such excess; (iv) no Acquiror Indemnified Party shall be entitled to indemnification pursuant to Section 10.2(a)(v) unless and until the amount of Losses incurred by such Acquiror Indemnified Party that are the subject of a claim (or any series of related claims) exceeds an amount equal to the sum of (1) the reserve for the applicable workers compensation claim set forth on Schedule 10.4(b), to the extent such reserve is reflected in Final Net Working Capital plus (2) $250,000, and then only to the extent of such excess; (v) no Acquiror Indemnified Party shall be entitled to indemnification pursuant to Section 10.2(a)(vi) until the aggregate amount of Losses incurred by the Acquiror Indemnified Parties that are indemnifiable pursuant to Section 10.2(a)(vi) exceeds $500,000, and then only to the extent of such excess; and (vi) with respect to any claim pursuant to Section 10.2(a)(iv) that is covered by a Seller Insurance Policy, Seller’s indemnification obligation with respect to such claim shall not exceed the amount of the deductible applicable to such claim under the related Seller Insurance Policy. (c) Notwithstanding the provisions of this ARTICLE X, (i) no Seller Indemnified Party shall be entitled to indemnification pursuant to Section 10.2(b) unless and until the amount of Losses incurred by such Seller Indemnified Party that are the subject of such claim exceeds the De Minimus Amount and such Seller Indemnified Party shall only be entitled to indemnification to the extent the aggregate amount of all Losses incurred by all Seller Indemnified Parties for which such Seller Indemnified Parties are entitled to indemnification pursuant to Section 10.2(b) exceeds the Indemnification Deductible, and then only to the extent of such excess and (ii) in no event shall the aggregate amount to be paid as indemnification pursuant to Section 10.2(b) exceed the Cap; provided that the De Minimus Amount, the Indemnification Deductible and the Cap shall not apply with respect to Losses relating to indemnification pursuant to Section 7.4(i) or to breaches of the Acquiror Fundamental Representations. Acquiror’s aggregate liability under this ARTICLE X shall not exceed the Purchase Price. (d) For purposes of determining whether a breach of any of the representations or warranties of Seller or Company has occurred and, if so, for purposes of calculating the amount of Losses relating to any breach of any of the representations or warranties, the representations and warranties in this Agreement, except for Section 3.7 (Financial Statements) and Section 3.9 (Absence of Certain Changes or Events), shall be read without giving effect to any qualifications or limitations as to “material,” “materiality,” and “Material Adverse Effect” contained in any such representations and warranties. (e) No Indemnified Party will be entitled to indemnification to the extent of any Losses that a court of competent jurisdiction has determined by final judgment to have resulted from the bad faith, gross negligence or willful misconduct of the party seeking indemnification (provided that the bad faith, gross negligence or willful misconduct of Seller, Company or any of its Subsidiaries prior to the Closing shall not affect Acquiror Indemnified Parties’ indemnification rights). (f) Notwithstanding any other provision of this Agreement to the contrary, no Acquiror Indemnified Party shall be entitled to indemnification under this Article IX ARTICLE X for (i) any Losses to the extent such Losses are reflected in the Closing Date Working Capital Statement or (ii) punitive, consequential, indirect, incidental or special damages, except to the extent any such damages are received by a third party from an Indemnified Party. (g) In determining the amount of any Losses for which the Indemnified Parties are entitled to assert a claim for indemnification, the amount of any such Losses will be determined after deducting therefrom (i) the value of any Tax benefit or Relief actually realized by any such Indemnified Parties arising out of or in connection with the incurrence of the Losses for which indemnity is sought, (ii) the amount of any Losses based uponinsurance proceeds from a third-party insurer actually received by such Indemnified Parties in respect of such Losses, arising out in each case net of costs and expenses incurred by such Indemnified Parties or their Affiliates (including any increase in premium resulting therefrom) and (iii) any other amounts actually received from a third party pursuant to indemnification, contribution or otherwise in respect of any inaccuracy Losses. All Indemnified Parties shall use commercially reasonable efforts to mitigate all Losses for which such Indemnified Parties are entitled or breach disclosed may be entitled to indemnification under this ARTICLE X. In the event that any insurance proceeds, Tax benefits, Relief or other amounts from any third party are actually recovered or realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in writing respect of the claims to GRS and specifically waived in writing by GRS prior which such insurance proceeds, Tax benefits, Relief or other amounts relate, a portion of such indemnification payment equal to the Closingamounts so recovered or realized shall promptly be refunded to the Indemnifying Party. (iih) Neither GRS, the Company nor the Stockholders No Indemnified Party shall be obligated entitled to pay recover any amounts for indemnification amount relating to any matter arising under one provision of this Article IX, except those based upon, arising out Agreement to the extent such Indemnified Party (or other Acquiror Indemnified Parties in the event of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRSan Acquiror Indemnified Party, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is other Seller Indemnified Parties in the aggregate event of a Seller Indemnified Party) had already recovered such amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesmatter pursuant to that or other provisions of this Agreement. (i) Notwithstanding any other provision of this Agreement to the contrary, no Acquiror Indemnified Party shall be entitled to indemnification under this ARTICLE X in respect of any Losses which occur or are increased as a result of the entry into force of, or any change in, after the Closing Date, any Law or any practice of any Governmental Authority (including any increase in the Tax rates or any new Tax or any withdrawal of Relief), even if such entry into force or change has retroactive effect.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders 12.4.1. Seller shall not be obligated liable to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise the Buyer Indemnified Parties in respect of any inaccuracy or breach disclosed in writing to GRS indemnification under Section 12.2(c) and specifically waived in writing by GRS prior Section 12.2(d) except to the Closing. extent that the aggregate Losses of the Buyer Indemnified Parties under such Sections exceeds Two Hundred Fifty Thousand Dollars (ii$250,000) Neither GRS(the "BASKET AMOUNT"), the Company nor the Stockholders in which event, subject to Section 12.4.2 below, Seller shall be obligated liable for all such Losses in excess of the Basket Amount. Buyer shall not be liable to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise the Seller Indemnified Parties in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (iiany indemnification under Section 12.3(c) and (iii), 11.01 and 11.02 and Article IV hereof (Section 12.3(d) except to the "Basket Exclusions"), until extent that the aggregate indemnification payments, exclusive Losses of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including Seller Indemnified Parties under such Sections exceeds the Basket Amount, in fullwhich event, subject to Section 12.4.2 below, Buyer shall be liable for all such Losses in excess of the Basket Amount. 12.4.2. It is expressly understood Buyer acknowledges and agrees that the maximum aggregate liability of Seller pursuant to Section 12.2(c) and Section 12.2(d) to the Buyer Indemnified Parties and any third parties for any and all Losses in excess of the Basket Amount shall serve as not exceed Seven Hundred Fifty Thousand Dollars ($750,000); provided, however, nothing in this Section 12.4.2 shall be construed to constitute a "trigger" for indemnification waiver or limitation of any claims by Buyer based on fraud. Seller acknowledges and not as a "deductible" (for exampleagrees that the maximum aggregate liability of Buyer pursuant to Section 12.3(c), if the indemnity claims for which GRS or the Stockholders would, but for the provisions Section 12.3(d) and Section 12.3(e) of this subparagraph (ii), be liable is Agreement to the Seller Indemnified Parties and any third parties for any and all Losses in the aggregate amount of $100,000, and 1% excess of the Purchase Price is Basket Amount shall not exceed Seven Hundred Fifty Thousand Dollars ($70,000750,000); provided, the Stockholders would then however, nothing in this Section 12.4.2 shall be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply construed to any breach constitute a waiver or limitation of any representations and warranties of which any party had actual Knowledge at any time prior to the date claims by Seller based on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesfraud.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject (a) Notwithstanding anything to the following limitations: contrary set forth herein, no Buyers’ Indemnified Party or Sellers’ Indemnified Party will be entitled to recover for Losses under Section 11.2(a) or 11.2(b), as applicable, (i) The Stockholders shall that individually are in an amount of $25,000 or less (a “Minor Claim”), which Minor Claims will not be obligated to pay any amounts for indemnification under this Article IX aggregated unless such Minor Claims are part of a substantially similar class of, or related, claims, or (ii) unless and until Losses arising out of any an individual claim or a series of unrelated claims, aggregate to an amount in excess of $302,500 (the “Threshold Amount”), in which case, the Indemnifying Party will only be liable for the amount of Losses based upon, arising out sought by the Indemnified Party in excess of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the ClosingThreshold Amount. (b) The Buyers’ Indemnified Parties first will exhaust the Escrow Account for all indemnifiable Losses under Section 11.2(a) before pursuing any other remedy hereunder, second will recover from the R&W Policy (to the extent covered thereby) until the maximum amount recoverable under the R&W Policy has been met, and third, solely to the extent there are any remaining Losses, may proceed directly against the Sellers’ Parent. Notwithstanding anything herein to the contrary, in no event shall the aggregate liability of Sellers’ Parent, collectively, for all claims by the Buyers’ Indemnified Parties for indemnifiable Losses under (i) Section 11.2(a)(i) exceed the Escrow Amount, and such amounts shall be recoverable solely from the Escrow Account, (ii) Neither GRSthe Intermediate Cap Specific Indemnities, in the Company nor aggregate, exceed an amount equal to $9,075,000, and (iii) Sections 11.2(a)(ii) through 11.2(a)(v), in the Stockholders shall be obligated aggregate (including, for the avoidance of doubt, any items set forth in Annex 11.2(a)(v)), exceed the aggregate amount of the Purchase Price, as finally determined pursuant to pay any amounts for indemnification under this Article IXSection 2.3, except those based uponactually received by Sellers; provided, arising out of or otherwise however, that the foregoing limitations in respect of Sections 3.02clauses (i), 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii) do not apply to a claim for Fraud (but exclusively to such claim of Fraud and any claims substantially related to Fraud, and such foregoing limitations shall apply to other unrelated claims brought in the same Action), 11.01 and 11.02 and Article IV hereof which claim for Fraud has been proven in a court of competent jurisdiction. In all cases, Buyers shall use commercially reasonable efforts to recover insurance proceeds for all Losses for which the insurer may be liable under the R&W Policy. Nothing herein is intended to limit or affect Buyers’ ability to make claims against or recover amounts under the R&W Policy. (c) The indemnification obligation of Buyers shall be capped at the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) amount of the Purchase Price Price, as finally determined pursuant to Section 2.3, actually received by Sellers; provided, however, that the foregoing limitations do not apply to a claim for Fraud (but exclusively to such claim of Fraud and any claims substantially related to Fraud, and such foregoing limitations shall apply to other unrelated claims brought in the "Basket Amount"same Action), whereupon GRSwhich claim for Fraud has been proven in a court of competent jurisdiction. (d) Each of the representations, warranties, covenants, agreements or other obligations contained herein that contains any “Material Adverse Effect,” “material,” “in all material respects,” or similar materiality qualifications shall be read as though such qualifications were not contained therein for the purposes of determining whether or not an Indemnified Party is entitled to indemnification pursuant to this Article XI or the Company amount of Losses to which such Indemnified Party may be entitled under this Article XI. (e) Notwithstanding anything to the contrary in this Agreement, any amounts payable pursuant to the indemnification obligations under this Agreement shall be paid without duplication and Stockholdersin no event shall (i) any Indemnifying Party be obligated to indemnify any Indemnified Party with respect to any Losses with respect to any matter to the extent such matter was taken into account in the Adjustment Amount pursuant to Sections 2.2(b) and 2.3; or (ii) any Indemnified Party be indemnified under different provisions of this Agreement for the same Losses. (f) The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its representatives) or by reason of the fact that the Indemnified Party or any of its representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Article VIII or Article IX, as the case may be, . (g) Amounts in respect of any Losses payable by any Indemnifying Party pursuant to the indemnification obligations under this Agreement shall be obligated reduced by (i) any amounts actually received from third parties by or on behalf of the Indemnified Party (including applicable insurance proceeds), (ii) an amount equal to pay any indemnification payments, including Tax Benefit received by the Basket AmountIndemnified Party or any of its Affiliates as a result of such Losses or any of the circumstances giving rise thereto, in fullor prior to the taxable year in which indemnification for such Losses is paid by the Indemnifying Party (provided that this Section 11.4(g)(ii) shall only apply to the extent that a Loss is actually paid by an Indemnifying Party and shall exclude any Loss covered by the R&W Policy), and (iii) any insurance proceeds (net of direct collection expenses) recovered by the Indemnified Party (such amounts and benefits are collectively referred to herein as “Indemnity Reduction Amounts”). It If any Indemnified Party receives any Indemnity Reduction Amounts in respect of a claim for which indemnification is expressly understood provided under this Agreement after the full amount of such claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such claim, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (x) the amount theretofore paid by the Indemnifying Party in respect of such claim, less (y) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the Basket Amount shall serve indemnity payment was made. For the avoidance of doubt, it is not intended that any insurer be released from any obligation or liability that it otherwise would have had under any of the Target Companies Insurance Policies set forth on Schedule 5.19(a) or under the R&W Policy as a "trigger" for result of the indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (iiAgreement or be entitled to any rights of subrogation in relation to any party’s rights under this Agreement as a result of any claims paid or payable by such insurer under any of the Target Companies Insurance Policies set forth on Schedule 5.19(a). For purposes of this Section 11.4(g), be liable is “Tax Benefit” shall mean any refund of Taxes paid or reduction in the aggregate amount of $100,000Taxes that otherwise would have been due and payable by the Indemnified Party, and 1% in each case determined at the Tax rate applicable to the character of income or gain of the Purchase Price Indemnified Party offset by such Losses in the taxable year such income or gain is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesoffset.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 (a) No claim of a Buyer Indemnified Party that is capable of being made under any subsection of Section 8.2 other than subsection 8.2(a)(i) may be made under Section 8.2(a)(i). Neither Buyer nor Seller shall be subject liable for any Loss consisting of indirect, consequential, special, punitive or exemplary damages (except to the following limitations: (i) The Stockholders shall not be obligated extent that such damages are awarded or paid to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise a Third Party in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closingconnection with a Third Party Claim). (iib) Neither GRSThe Buyer Indemnified Parties will not be entitled to recover any Losses under Section 8.2(a)(ii) until such time as the total amount of all Losses that have been directly suffered or incurred by any one or more of the Buyer Indemnified Parties, or to which any one or more of the Company nor Buyer Indemnified Parties has or have otherwise directly become subject, exceeds $63,750 (the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii“Loss Threshold”), 11.01 and 11.02 and Article IV hereof (in which case the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall Buyer Indemnified Parties will be obligated entitled to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" recovery for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% all Losses regardless of the Purchase Price is $70,000Loss Threshold; provided, however, that the Stockholders would then be liable for the entire $100,000 and not just $30,000). This limitations contained in this Section 9.04(ii8.3(b) will not apply to any breach of or inaccuracy in any representations Seller Fundamental Representation. (i) The maximum aggregate amount of Losses that the Buyer Indemnified Parties will be entitled to recover under Section 8.2(a)(ii) (other than any Seller Fundamental Representation) will be limited to $1,275,000, and warranties (ii) the maximum aggregate amount of which Losses that the Buyer Indemnified Parties will be entitled to recover under (A) Section 8.2(a)(ii) in respect of any party had actual Knowledge at breach of or inaccuracy in any time prior Seller Fundamental Representation and (B) Section 8.2(a)(iii) will be limited to $8,500,000. (i) The maximum aggregate amount of Losses that the Seller Indemnified Parties will be entitled to recover under Section 8.2(b)(ii) (other than any Buyer Fundamental Representation) will be limited to $1,275,000, and (ii) the maximum aggregate amount of Losses that the Seller Indemnified Parties will be entitled to recover under (A) Section 8.2(b)(ii) in respect of any breach of or inaccuracy in any Buyer Fundamental Representation and (B) Section 8.2(b)(iii) will be limited to $8,500,000. (e) Any Losses hereunder will be determined without duplication of recovery that would result from the set of facts giving rise to such Losses constituting a breach or other violation of more than one representation, warranty or covenant hereunder. (f) Notwithstanding anything to the date on contrary in this Agreement, nothing in this Article 8 or otherwise in this Agreement (i) prevents or limits any Indemnified Party from bringing an Action for fraud against any Person, including any Indemnifying Party, whose fraud has caused such Indemnified Party to incur Losses, or (ii) limits the Losses recoverable by such Indemnified Party from such Indemnifying Party in any such Action for fraud. (g) There will be no obligation to indemnify under Section 8.2 to the extent the Loss relates to any breach of representation, warranty, or covenant expressly waived in writing by the other Party. (h) Notwithstanding anything to the contrary in this Agreement, (i) any Losses the Buyer Indemnified Parties will be entitled to recover under this Article 8 shall be satisfied, at Seller’s sole discretion, in the form of either cash or Buyer Shares held by Seller (or a combination thereof), which such representation and warranty is made or any intentional breach by any party Buyer Shares, for purposes of any covenant or obligation, and GRS or the Stockholders, as the case may beindemnification obligations under this Article 8, will be jointly deemed as of each relevant payment date to have a value equal to the Buyer Shares Trading Price as of such date and severally liable for all damages (ii) any Losses the Seller Indemnified Parties will be entitled to recover under this Article 8 shall be satisfied by Buyer in cash. (i) Subject to Section 8.3(f), from and after the Closing, the rights of Buyer and Seller to indemnification under this Article 8 will be the sole and exclusive remedy of the Parties and the Indemnified Parties with respect to any matter in any way relating to, arising out of or in connection with this Agreement, including any breach of, inaccuracy in or nonfulfillment of any representation, warranty, covenant or agreement contained in this Agreement. Notwithstanding the foregoing, the limitations set forth in this Section 8.3(i) will not apply to claims for fraud or for any actions to specifically enforce the covenants in this Agreement in accordance with Section 9.6 or any remedies specifically provided for in the Transaction Documents with respect to the matters addressed therein. (j) Any Losses otherwise recoverable by any Indemnified Party hereunder shall be reduced in amount by any insurance proceeds, indemnification payments or contribution payments attributable thereto and realized by such breachesIndemnified Party in connection with such Losses or any of the circumstances giving rise thereto, and each Indemnified Party shall, to the extent any such insurance proceeds, indemnification payments or contribution payments are realized after such Losses are recovered from the Indemnifying Party, promptly repay the amount of such Losses to the Indemnifying Party (but only to the extent of the insurance proceeds, indemnification payments or contribution payments realized by such Indemnified Party, net of any expenses incurred in connection with the recovery of such insurance proceeds or indemnification or contribution payments); provided, however, that the foregoing shall in no way obligate any Indemnified Party to seek recovery under any insurance policies or agreements with indemnification or contribution provisions or similar rights.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (ia) The Stockholders An Indemnifying Party shall not be obligated have any liability under Section 8.2(ii), Section 8.2(iii), Section 8.3(ii) or Section 8.3(iii) (except with regard to Buyer’s obligations to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (and the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated parties’ respective obligations to pay for any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in amounts under Section 6.4) unless 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 $100,000192,000 (the “Basket”) and, and 1% of in any event (except with regard to Buyer’s obligations to pay the Purchase Price is $70,000and the parties’ respective obligations to pay for any amounts under Section 6.4), only the Stockholders would then aggregate amount of such Losses in excess of the Basket shall be liable for indemnifiable hereunder; provided, however, that the entire $100,000 and not just $30,000). This Section 9.04(ii) will Basket shall not apply to any breach of the Specified Indemnity Item or to any representations liability under Section 8.2(i) or Section 8.3(i). (b) Subject to this Section 8.6, no Indemnified Party shall make a claim for indemnification pursuant to this Agreement for Losses incurred by such Indemnified Party arising out of, resulting from, related to or associated with the breach of the representations, warranties, covenants or agreements contained in this Agreement (other than a claim with respect to breach of any Specified Indemnity Item or any liability under Section 8.2(i) or Section 8.3(i), for which this Section 8.6(b) shall not apply) unless the amount of such Losses (excluding Specified Indemnity Items or any liability under Section 8.2(i) or Section 8.3(i)) relating to such claim exceeds $500.00; provided, however, that at such time as an Indemnified Party makes a claim or claims for indemnification pursuant to this Agreement for Losses, excluding any Specified Indemnity Item or any liability under Section 8.2(i) or Section 8.3(i), in an aggregate amount exceeding the Basket, such threshold amount for any additional claims shall increase to $5,000, until the point that the aggregate amount of all such additional claims that are less than $5,000 equals or exceeds $50,000, at which point all of such additional claims, together with all future claims in excess of $500, shall be indemnified pursuant to the terms of Article 8. (c) Neither Seller nor Buyer shall be required to indemnify any person under Section 8.2(ii), Section 8.2(iii), Section 8.3(ii) or Section 8.3(iii) (except with regard to Buyer’s obligations to pay the Purchase Price and warranties the parties’ respective obligations to pay for any amounts under Section 6.4) for an aggregate amount of which Losses exceeding: (i) in the case of the Specified Indemnity Items or Excluded Liabilities, in the case of Seller, $9,600,000 in connection with Losses related to the breach of any party had actual Knowledge at such Specified Indemnity Items or such Excluded Liabilities; and (ii) in the case of all other representations, warranties, covenants or agreements, $1,920,000 in connection with Losses related to the breach of any time such representations, warranties, covenants or agreements of Seller or Parent and Buyer, respectively. (d) An Indemnifying Party shall not have any liability under Section 8.2(ii), Section 8.2(iii), Section 8.3(ii) or Section 8.3(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 8.4 identifying such Losses (and stating in reasonable detail the basis of the claim for indemnification and the Section or Sections of this Agreement providing for such indemnification with regard to such Losses) prior to the date termination of the applicable Survival Period. (e) No Loss arising from a liability reflected on which the Statement of Working Capital (as adjusted pursuant to any disputes) shall be subject to indemnification pursuant to Section 8.3. (f) Notwithstanding anything to the contrary contained herein, if any Buyer Indemnified Party is entitled to indemnification under Section 8.3(ii) or Section 8.3(iii), such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will Buyer Indemnified Party shall be jointly and severally liable for all damages with respect entitled to such breachesindemnification in accordance with this Article 8 notwithstanding its assumption of the Assumed Liabilities and obligations under Section 8.2(i) and notwithstanding anything to the contrary in the Ancillary Agreement; provided, however, in no event shall any Buyer Indemnified Party be entitled to any duplicative recovery for such items, pursuant to Section 8.3(i) or otherwise. (g) Notwithstanding anything to the contrary herein, in no event shall Seller have any liability under this Agreement (including this Article 8) for any Losses relating to a claim the underlying facts of which were known by Parent or Buyer on or prior to the Closing.

Limitations on Indemnification. The (a) To the extent the Partnership Indemnified Parties are entitled to indemnification provided for Losses pursuant to Section 9.3(a) (other than for Losses related to a breach of the representations and warranties in Sections 9.01 and 9.02 Section 4.6), Anadarko shall not be subject to liable for those Losses unless the following limitations: aggregate amount of Losses exceeds 1% of the sum of (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based uponthe Cash Consideration, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. plus (ii) Neither GRSthe dollar value of the Unit Consideration on the Closing Date, plus (iii) the Company nor dollar value of the Stockholders shall be obligated GP Consideration on the Closing Date (with each general partner unit being deemed for this purpose to pay any amounts for indemnification under this Article IXhave the same value as a common unit) (the sum of (i), except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii) being the “Aggregate Consideration”) (the “Deductible”), 11.01 and 11.02 and Article IV hereof then only to the extent of any such excess. (b) In addition, to the "Basket Exclusions"extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(a), until Anadarko shall not be liable for such Losses that exceed, in the aggregate indemnification paymentsaggregate, exclusive 25% of the Basket Exclusions, equals one percent Aggregate Consideration less the Deductible. (1%c) of the Purchase Price Notwithstanding Section 9.8(a) and (the "Basket Amount"b), whereupon GRSto the extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(b), 9.3(c), 9.3(d), 9.3(e), or the Company and Stockholders9.3(f) or for claims arising from fraud, as the case may be, Anadarko shall be obligated fully liable for such Losses without respect to pay any the Deductible in Section 9.8(a) and the limitations in Section 9.8(b). (d) To the extent the Anadarko Indemnified Parties are entitled to indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (iiLosses pursuant to Section 9.2(a), the Partnership shall not be liable is in for those Losses unless the aggregate amount of $100,000Losses exceeds, in the aggregate, the Deductible, and 1then only to the extent of any such excess. In addition, to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), the Partnership shall not be liable for such Losses that exceed, in the aggregate, 10% of the Purchase Price is $70,000Aggregate Consideration less the Deductible. (e) Notwithstanding Section 9.8(d), to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(b) or for claims arising from fraud, the Stockholders would then Partnership shall be fully liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior such Losses without respect to the date on which such representation Deductible and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breacheslimitations in Section 9.8(d).

Limitations on Indemnification. The (i) In addition to the other limitations contained in this Agreement, the Seller’s indemnification provided for in Sections 9.01 and 9.02 shall be obligations under this §7 are subject to the following limitations: terms and conditions: (iA) The Stockholders the Seller shall not be liable to the Buyer Indemnified Parties under §7(b)(i) (other than under §7(b)(i)(E) or for a breach of §§3(k), 3(l), 3(q), 3(r), 3(s), 3(t) or 3(u)) only if a Buyer Loss for which indemnification is claimed exceeds $10,000 (the “Small Claim Amount”); (B) the Seller shall be liable to the Buyer Indemnified Parties under §7(b)(i) (other than under §7(b)(i)(E) or for a breach of §§3(k), 3(l), 3(q), 3(r), 3(s), 3(t) or 3(u)) only if the aggregate amount of all Buyer Losses under §7(b)(i) exceeds $150,000 (the “Basket Amount”), net of the Small Claim Amount, in which case the Seller shall be obligated to pay indemnify the Buyer Indemnified Parties for the aggregate amount of all such Buyer Losses under §7(b)(i); (C) in no event shall the Seller have any amounts liability for indemnification under this Article IX §7(b)(i) (other than under §7(b)(i)(E) or for a breach of §§3(k), 3(l), 3(q), 3(r), 3(s), 3(t) or 3(u)) in an aggregate amount in excess of $1,250,000 (the “Cap Amount”); and (D) the Seller shall have no liability for indemnification hereunder with respect to any claim for indemnification relating to or arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the ClosingAssumed Liability. (ii) Neither GRSIn addition to the other limitations contained in this Agreement, the Company nor Buyer’s indemnification obligations under this Section are subject to the Stockholders following terms and conditions: (A) the Buyer shall be liable to the Seller Indemnified Parties under §7(c)(i) only if a Seller Loss for which indemnification is claimed exceeds the Small Claim Amount; (B) the Buyer shall be liable to the Seller Indemnified Parties under §7(c)(i) only if the aggregate amount of all Seller Losses under §7(c)(i) exceeds the Basket Amount, net of the Small Claim Amount, in which case the Buyer shall be obligated to pay any amounts indemnify the Seller Indemnified Parties for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000all such Seller Losses under §7(c)(i); and (C) in no event shall the Buyer have any liability for indemnification under §7(c)(i) in an aggregate amount in excess of the Cap Amount. (iii) Notwithstanding §7(f)(i) above, and 1% solely for the sake of clarity, Seller shall indemnify Buyer, without application of the Purchase Price is $70,000limitations set forth in §7(f)(i), the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(iiany Adverse Consequences resulting from or relating to Buyer’s right to indemnification under §7(b)(i)(E) will not apply to or any breach of any representations and warranties representation or warranty made by Seller under §§3(k), 3(l), 3(q), 3(r), 3(s), 3(t) or 3(u) of which any party had actual Knowledge at any time prior this Agreement. (iv) Notwithstanding anything contained herein to the date contrary, any Buyer Loss arising in connection with a Loan for which Buyer is entitled to indemnification and for which a specific loan loss reserve is reflected on which §1.2 of the Disclosure Schedule shall be net of the amount of such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesspecific loan loss reserve.

Limitations on Indemnification. (a) The Indemnified Persons are not entitled to indemnification in respect of any claim under Section 7.1(a) (i) unless such claim (which may be aggregated with (A) all related claims, and (B) all claims arising out of the same facts and circumstances) involves Losses in excess of $50,000, and (ii) unless and until Losses in accordance with Section 7.1(a) have been incurred, paid or properly accrued in an aggregate amount greater than $2,434,000 (the “Indemnification Threshold”); provided that for in Sections 9.01 the purpose of determining whether the Indemnification Threshold has been exceeded, claims (when aggregated with (A) all related claims, and 9.02 (B) all claims arising out of the same facts and circumstances) involving Losses of $50,000 or less shall be subject excluded. Notwithstanding the foregoing, the Indemnified Persons shall be entitled to recover for, and the following limitations:limitations set forth in the preceding sentence shall not apply to, any Losses with respect to any breach of any of the Excluded Representations (as defined in Section 8.1). Once the Indemnification Threshold has been exceeded, the Indemnified Persons shall be entitled to recover all Losses in excess of the Indemnification Threshold. (i) The Stockholders shall not be obligated Indemnifying Shareholders are liable for Losses under Section 7.1 of up to pay any amounts for indemnification under this Article IX arising out an aggregate maximum amount of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS (A) $48,750,000 prior to the Closingfirst anniversary of the Closing Date, (B) $24,375,000 (less the aggregate amount of Losses in excess of $24,375,000 actually paid at any time to the Indemnified Persons) between the first anniversary of the Closing Date and the second anniversary of the Closing Date, (C) $15,000,000 (less the aggregate amount of Losses in excess of $33,750,000 actually paid at any time to the Indemnified Persons) between the second anniversary of the Closing Date and the third anniversary of the Closing Date, (D) $10,000,000 (less the aggregate amount of Losses in excess of $38,750,000 actually paid at any time to the Indemnified Persons) between the third anniversary of the Closing Date and the fourth anniversary of the Closing Date, and (E) $5,000,000 (less the aggregate amount of Losses in excess of $43,750,000 actually paid at any time to the Indemnified Persons) between the fourth anniversary of the Closing Date and the fifth anniversary of the Closing Date (as adjusted, the “Cap”). Notwithstanding any other provision of this Agreement, any pending claim made hereunder shall only be subject to the Cap in effect at the time such claim was made and no pending unresolved or unsatisfied claim for Losses shall be limited in any manner by any annual adjustment of the Cap. (ii) Neither GRSNotwithstanding any other provision of this Agreement, the Company nor the Stockholders shall Indemnifying Shareholders will not be obligated to pay any amounts liable for indemnification under this Article IX, except those based upon, arising out of or otherwise Losses in respect of Sections 3.02claims arising under Section 7.1(e) (“Section 7.1(e) Claims”) in excess of (A) $30,000,000 prior to the first anniversary of the Closing Date, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof B) $20,000,000 (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in less the aggregate amount of Losses in respect of Section 7.1(e) Claims in excess of $100,000, and 1% 10,000,000 actually paid at any time to the Indemnified Persons) between the first anniversary of the Purchase Price is $70,000Closing Date and the second anniversary of the Closing Date (the “Special Cap”). Notwithstanding any other provision of this Agreement, any pending claim made hereunder shall only be subject to the Special Cap in effect at the time such claim was made and no pending unresolved or unsatisfied claim for Losses shall be limited in any manner by any annual adjustment of the Special Cap. (iii) Notwithstanding anything to the contrary contained in this Agreement, except in cases of fraud or intentional misrepresentation, the Stockholders would then be liable maximum aggregate liability of any Indemnifying Shareholder for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to Losses under Sections 7.1 (other Losses arising out of any breach of or inaccuracy in any representations Excluded Representation) shall be limited to such Indemnifying Shareholder’s pro rata share of the Cash Escrow Fund and warranties the Stock Escrow Fund. (c) No Indemnifying Shareholder shall have any right of contribution, right of indemnity or other right or remedy against Parent or the Surviving Company in connection with any indemnification obligation or any other liability to which such Indemnifying Shareholder may become subject under or in connection with this Agreement. (d) Parent and Merger Sub agree and acknowledge that, except in the case of fraud or intentional misrepresentation or the failure of Parent, the Company or any party had actual Knowledge at any time prior of their Subsidiaries to pay the Merger Consideration, the remedies provided in this ARTICLE 7 and in ARTICLE 7A shall after the Effective Time, be the sole and exclusive remedy available to the date on which such representation and warranty is made parties hereto for any claim or any intentional breach by any party cause of any covenant action arising out of, in connection with or obligation, and GRS under this Agreement or the Stockholderstransactions contemplated herein. (e) For purposes of this ARTICLE 7, as each share of Parent Common Stock shall at all times be valued at the case may be, will be jointly and severally liable for all damages with respect to such breachesParent Common Stock Price.

Limitations on Indemnification. The (a) Seller will have no liability for any claim for indemnification provided pursuant to Section 9.2(a) if (i) in case of a claim (other than a Third Party Claim) arising out of an action Purchaser, the Entities or their respective Affiliates take after the Closing Date to obtain any Permit required for, or to comply with Transmission Tower Standards applicable to, an individual Transmission Tower in relation to facts or circumstances that would constitute a breach of the representations made in respect of Permits or Transmission Tower Standards in Section 5.16(a), Section 5.16(d) or Section 5.16(f), the Damages for which it would be responsible for such claim on a per-Transmission Tower basis are less than $5,000 and (ii) in Sections 9.01 the case of all other claims, the Damages for which it would be responsible for such claim and 9.02 shall all related claims arising from substantially the same facts or circumstances are less than $50,000 (each such claim and, in the case of clause (ii), related claims, a “De Minimis Claim”). Seller will have no liability for indemnification pursuant to Section ‎9.2(a) unless and until the aggregate amount of Damages (excluding De Minimis Claims) for which it would be responsible for claims hereunder exceeds an amount equal to $10,000,000 (the “Basket Amount”), in which case Seller will, subject to the following limitations:other limitations hereunder, be liable for all such Damages (excluding Damages associated with De Minimis Claims) in excess of the Basket Amount. The limitations set forth in this Section ‎9.5(a) will not apply to any claim for indemnification in respect of a breach or inaccuracy of the Seller Fundamental Representations. (b) The maximum aggregate amount of indemnifiable Damages payable by Seller in respect of claims pursuant to Section ‎9.2(a) (other than in respect of a breach or inaccuracy of the Seller Fundamental Representations) will not exceed the Escrow Amount (the “Cap”). (c) Purchaser will have no liability for any claim for indemnification pursuant to Section ‎9.3(a) that is a De Minimis Claim or until the aggregate amount of Damages (excluding all Damages associated with De Minimis Claims) for which it would be responsible for claims hereunder exceeds the Basket Amount, in which case Purchaser will, subject to the other limitations hereunder, be liable for all such Damages (excluding De Minimis Claims) in excess of the Basket Amount. The maximum aggregate amount of indemnifiable Damages payable by Purchaser in respect of claims pursuant to Section ‎9.3(a), taken together, will not in any event exceed the Cap. (d) No party hereto will be obligated to indemnify any other Person with respect to any Damages with respect to any matter that was included in the calculation of the adjustments reflected in the Final Purchase Price pursuant to Section ‎3.4 (to the extent so included). (e) Notwithstanding anything to the contrary in this Agreement, the Parties agree and acknowledge that, for any amounts finally determined to be payable by Seller (i) The Stockholders shall in respect of claims pursuant to Section ‎9.2(a) (other than in respect of a breach or inaccuracy of any of the Seller Fundamental Representations), such amounts will solely be paid from funds then available in the Escrow Account and Seller will not be obligated to pay any such amounts for indemnification under this Article IX arising out remaining unpaid after the funds in the Escrow Account have been exhausted, provided that, subject to the Cap, Seller will be obligated to pay in full any such amounts remaining unpaid after the funds in the Escrow Account have been exhausted up to the amount of any Losses based upon, arising out of or otherwise funds from the Escrow Account that were released to a Purchaser Indemnitee in respect of claims pursuant to (A) Section ‎9.2(a) in respect of a breach or inaccuracy of any inaccuracy of the Seller Fundamental Representations, (B) Section ‎9.2(b), Section 9.2(c), Section 9.2(d) or breach disclosed in writing to GRS Section 9.2(e), or (C) Article ‎11 and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRSin respect of claims pursuant to (A) Section ‎9.2(a) in respect of a breach or inaccuracy of any of the Seller Fundamental Representations or (B) Section ‎9.2(b), Section 9.2(c), Section 9.2(d) or Section 9.2(e), such amounts will be paid from funds then available in the Company nor Escrow Account only to the Stockholders shall extent Purchaser elects at any time, by written notice to Seller, to have such amounts paid from the Escrow Account and Seller will be obligated to pay any such amounts not so paid from the Escrow Account. (f) Notwithstanding anything to the contrary in this Agreement, in no event will an Indemnifying Party have liability to any Indemnified Party for indemnification under this Article IXany exemplary or punitive damages, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any extent paid to a third party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages in connection with respect to such breachesa Third Party Claim.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject Anything to the following limitations:contrary contained herein notwithstanding (iA) The Stockholders Buyer Indemnitees shall not be obligated entitled to pay recover from Pro-Fac pursuant to (1) Section 10.1(a)(i), Section 10.1(a)(iii) or Section 9.1 (except as otherwise provided in Section 9.1) of this Agreement any amounts claim for indemnification under Damages pursuant to Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 resulting from a single inaccuracy or breach that Buyer would otherwise be entitled to be indemnified by Pro-Fac for hereunder (but for the limitations contained in this Article IX sentence) that is not equal to or in excess of $200,000 (the "Minimum Claim Amount") (provided, that for purposes of this clause (1) all claims for Damages arising out of the same facts or events or related to the same period (in the case of Section 9.1) resulting in such inaccuracy or breach shall be treated as a single claim) and (2) Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 unless and until the total of all claims for Damages pursuant to Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 that satisfy the Minimum Claim Amount exceeds $10,000,000 (the "Basket") (provided, that any Losses based uponExcess Payment and any amount paid by the Company pursuant to Section 6.27(ii) shall reduce the unused Basket, arising out on a dollar-for-dollar basis; provided further, that in the event that the remaining unused Basket is less than the amount by which the Basket would be reduced at any time by this proviso, the Buyer Indemnitees shall be entitled to recover from Pro-Fac such excess of the reduction amount over the unused Basket) and then, once the Basket has been exceeded, Buyer Indemnitees shall be entitled to recover from Pro-Fac all amounts claimed pursuant to such Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 that exceed the Basket and (B) the aggregate liability of Pro-Fac for indemnification payable pursuant to Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 shall not exceed $50,000,000 (the "Indemnity Cap"); provided, that the preceding limitations shall not apply to claims for Damages with respect to the willful breach of any representation or otherwise warranty contained in respect of this Agreement or any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties set forth in Section 2.1, Section 2.2, Section 2.4, Section 2.16, Section 3.1, Section 3.2 or Section 3.3 of which any party had actual Knowledge at any time prior this Agreement or claims for Damages under clauses (ii) or (iv) of Section 10.1(a), regardless of whether such indemnity obligations relate to matters covered by representations and warranties that are subject to the date on which limitations expressed in this sentence. For purposes of Section 10.1(a)(i), any requirement in any representation or warranty that an event or fact be material (whether quantitatively or qualitatively) in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. The Minimum Claim Amount, the Basket and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages Indemnity Cap shall also apply with respect to the Pro-Fac Indemnitees' claims for indemnification pursuant to Section 10.1(b) in the same manner as described above; provided, that such breacheslimitations shall not apply to claims for losses, damages, expenses, costs, Taxes, fines, penalties and fees of Pro-Fac, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals) with respect to any inaccuracy or breach of any representations and warranties set forth in Section 4.1, Section 4.2, or Section 4.5 of this Agreement.

Limitations on Indemnification. (a) The indemnification provided for in Sections 9.01 Section 8.3(a) and 9.02 shall be Section 8.4 is subject to the following limitations: (i) The Stockholders subject to Section 8.5(a)(ii), Seller shall not be obligated liable to pay any amounts the Buyer Indemnified Parties for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in with respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing.matters described in Section 8.3(a) (other than breaches of the Fundamental Representations, or the representations and warranties in Section 3.13 (Taxes), which shall not be subject to such limitation), (A) unless such Losses exceed an aggregate amount equal to $3,150,000 (the “Threshold Amount”) and then only for Losses in excess of $2,100,000 and (B) in excess of $37,800,000 (the “Cap”), except that with respect to any Losses for breaches of the representations and warranties in Section 3.6(b), the “Cap” shall instead be $63,000,000; (ii) Neither GRSwithout limiting the generality of the foregoing, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IXLoss, except those based upon, or any Losses arising out of the same or otherwise substantially similar facts and circumstances, shall not be entitled to indemnification under Section 8.3(a) or Section 8.4(a) (other than breaches of the Fundamental Representations or the representations and warranties in Section 3.13 (Taxes), which shall not be subject to such limitation) and shall not be indemnifiable or counted toward satisfaction of the Threshold Amount unless they exceed $75,000 individually or in the aggregate; (iii) Buyer shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters described in Section 8.4(a) (other than breaches of Fundamental Representations of Buyer, which shall not be subject to such limitation), (A) unless such Losses exceed the Threshold Amount and then only for Losses in excess of $2,100,000 and (B) in excess of the Cap; (iv) Seller shall not be liable to the Buyer Indemnified Parties, and Buyer shall not be liable to the Seller Indemnified Parties, for any Losses hereunder in excess of the Base Closing Cash Payment; (v) neither Seller nor Buyer shall have any obligations under or liabilities in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 Section 8.3(a) or Section 8.4(a) (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive except in respect of the Basket ExclusionsFundamental Representations, equals one percent (1%with respect to which claims for indemnity may be made at any time permitted by law) of from and after the Purchase Price (the "Basket Amount"applicable Survival Date; provided that any claim for indemnity made by a Buyer Indemnified Party or Seller Indemnified Party under Section 8.3(a) or Section 8.4(a), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including in accordance with the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions terms of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time Article VIII prior to the date on expiration of the applicable Survival Date will survive beyond the applicable Survival Date until such claim is finally and conclusively resolved; and (vi) each Buyer Indemnified Party and Seller Indemnified Party shall, to the extent required by applicable Law, mitigate any indemnifiable Loss upon and after becoming aware of any event giving rise to such Losses. (b) Notwithstanding anything to the contrary herein, except as provided in Section 2.6 (Purchase Price Adjustment), Article VI (Tax Matters), Article IX (Termination) or Section 10.6 (Equitable Relief), and in the Ancillary Agreements, the rights and remedies of Buyer and Seller, and any Buyer Indemnified Party and any Seller Indemnified Party (each Buyer Indemnified Party and Seller Indemnified Party is referred to herein as an “Indemnified Party”), under this Article VIII are exclusive and in lieu of any and all other rights and remedies which such representation and warranty is made Buyer or Seller, or any intentional breach by any party of any covenant or obligationIndemnified Party, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages have under this Agreement with respect to such breachesthis Agreement and with respect to the transactions contemplated hereby or thereby, and with respect to the Purchased Assets and the Business, except in case of fraud.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject (a) Notwithstanding any other provision of this Agreement to the following limitationscontrary: (i) The Stockholders for purposes of Section 11.2(a), with respect to each representation or warranty contained in this Agreement that is Qualified, no such Qualification shall not be obligated to pay any amounts permitted for indemnification under this Article IX arising out the purpose of determining whether an inaccuracy or breach of such representation or warranty has occurred or the amount of any Loss that is the subject of indemnification hereunder, and all Losses based upon, arising out shall be calculated without regard to any Qualification; (ii) no individual claim (or series of related claims) by an Indemnitee may be asserted (and no Indemnitee shall be entitled to indemnification with respect to any such claim or otherwise in series of related claims) with respect of to Section 11.2(a)(i) (excluding any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%representations and warranties set forth in Section 3.4(e)) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in unless the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders Losses that would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages payable with respect to such breachesclaim (or series of related claims) exceeds an amount equal to $50,000 (it being understood that any such individual claim (or series of related claims) for amounts less than $50,000 shall be ignored for purposes of determining whether the Threshold has been exceeded); (iii) the right of any Indemnitee to indemnification pursuant to Sections 11.2(a)(i) (excluding any inaccuracy or breach of the representations and warranties set forth in Section 3.4(e)) shall not be effective until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant thereto exceeds $1,500,000 (the “Threshold Amount”) and then only to the extent such aggregate amount exceeds the Threshold Amount; (iv) except as increased pursuant to Section 9.4(i) solely for purposes of any Tax Opinion Indemnification, the right of any Indemnitee to indemnification pursuant to Section 11.2(a) shall be limited to $27,500,000 in the aggregate and no indemnification pursuant to such provisions shall be payable thereafter; (v) the right of any Seller Indemnitee to indemnification pursuant to this Agreement shall be limited to an aggregate amount equal to the Purchase Price and no indemnification pursuant to this Agreement shall be payable thereafter; and (vi) Buyer Indemnities, on the one hand, and Seller Indemnitees on the other hand, shall only be entitled to recover the full amount of a Loss once with respect to any item giving rise to a Loss. (b) For purposes of determining the amount of any and all Taxes for which the Buyer Indemnities are entitled to indemnification pursuant to Section 11.2(a)(iv), the Taxes imposed on any Company Entity (other than the Company, the Subsidiaries and the Cluster Subsidiary Holding Companies) that are attributable to any Pre-Closing Tax Period shall be limited to the applicable ARA Ownership Percentage of such Taxes. (c) Any amounts deposited and held under the Escrow Agreement pursuant to Section 9.4(i) and any amounts retained in and held under the Escrow Agreement pursuant to Section 9.4(i) shall only be used to satisfy Losses attributable to any position subject to a Tax Opinion Indemnification.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders Notwithstanding anything to the contrary contained herein, except as provided in this Section 5.6(c), no BCC Indemnified Party shall be entitled to receive an indemnification payment with respect to any Action specified in this Section 5.6 unless the Action, or the aggregate amount of all Actions made by the BCC Indemnified Party hereunder, equals or exceeds $50,000 (in which case all of such Actions back to the first dollar will be recoverable). (A) Subject to Section 5.6(c)(iii), the Parties agree that the right of any Indemnified Party to undertake an Action pursuant to Sections 5.6(a) and (b) shall survive the Closing until 11:59 p.m. in New York City on the date that is eighteen (18) months following the Closing Date (the “General Expiration Date”); provided, however, that if, at any time prior to the General Expiration Date, any Indemnified Party delivers a written notice in accordance with Section 5.6(a)(i) or Section 5.6(a)(ii) asserting in good faith an Action for recovery under Section 5.6(a) or (b), then the Action asserted in such notice shall survive the General Expiration Date until such time as such Action is fully and finally resolved; (B) notwithstanding anything to the contrary in Section 5.6 (including 5.6(c)(ii)(A) hereof), the Parties agree that the right of any Indemnified Party to undertake an Action pursuant to Sections 5.6(a) and (b) with respect to (1) fraud, gross negligence, willful misconduct or intentional breach shall survive the Closing until the expiration of the statute of limitation applicable to the subject matter thereof, (2) with respect to the Tax representations made by BCC and Bona Vida pursuant to the provisions of Sections 3.1(l) and 4.1(l) respectively, shall survive the Closing for a period of ninety (90) days following the expiration of the applicable statute of limitations period, and (3) the covenants and agreements of the Parties in this Agreement and the Transaction Documents which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with their respective terms. To the extent that any covenants and agreements in this Agreement or the Transaction Documents contemplate performance prior to the Closing, such covenants and agreements shall terminate to such extent upon the Closing; provided, that the failure of such provisions to survive shall not be obligated to pay prevent an Indemnified Party from making any amounts claim for indemnification under this Article IX arising out a breach of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS such provisions that occurred prior to the Closing. (iiiii) Neither GRSNotwithstanding anything in this Agreement to the contrary, the Company nor the Stockholders maximum liability of any Bona Vida Shareholder for Damages shall be obligated equal to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive value of the Basket ExclusionsMerger Consideration received by such Bona Vida Shareholder at the Effective Time. (iv) Subject to Section 7.3, equals one percent (1%) of the Purchase Price (Parties agree that the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, indemnification right set forth in this Agreement shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification Parties sole and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages exclusive remedy with respect to the transactions contemplated by this Agreement, except for specific performance or other equitable remedy. (v) If any Bona Vida Shareholder is liable for Damages hereunder, such breachesBona Vida Shareholder shall have the option of discharging such liability in cash, BCC Common Stock at a value of $0.1175 per share (subject to adjustment for stock splits, stock dividends, combinations or similar events), or a combination thereof. If BCC is liable for Damages hereunder, BCC shall discharge such liability in cash. (vi) In the event of any reclassification, recapitalization, stock split, stock dividend (including any dividend or distribution of securities convertible into BCC Common Stock) or subdivision with respect to BCC Common Stock, any change or conversion of BCC Common Stock into other securities, any other dividend or distribution with respect to the BCC Common Stock (or if a record date with respect to any of the foregoing should occur), after the date of this Agreement, appropriate and proportionate adjustments shall be made to the number of shares of BCC Common Stock and the price per share thereof that may be issuable for indemnification purposes pursuant to this Agreement.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (ia) The Stockholders Sellers’ Representative shall not be obligated to pay have any amounts for indemnification liability under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiSection 11.2(a)(i), 11.01 Section 11.2(a)(iii) or Section 11.2(a)(v) unless and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000Taxes, Losses and 1% Indemnifiable Expenses of the Purchase Price is Buyer Indemnified Parties determined to arise thereunder in the aggregate exceeds $70,0001,950,000 (the “Seller Basket”), in which case, only the Stockholders would then Taxes, Losses and Indemnifiable Expenses in excess of such amount of Tax, Loss and Indemnifiable Expenses shall be liable for covered; provided, however, that the entire $100,000 and not just $30,000). This Section 9.04(ii) will Seller Basket shall not apply to Taxes, Losses or Indemnifiable Expenses (I) resulting from the failure of any breach representation to be true or correct where such failure is the result of the Company’s fraud or willful misconduct, (II) resulting from the failure of any representations and warranties set forth in Sections 4.1, 4.2(a), 4.3, 4.4, 4.5(b), 4.18 (to the extent related to income and franchise Taxes) and 4.21 hereof to be true and correct or (III) in respect of Section 11.2(a)(v), Taxes to the extent related to income and franchise Taxes. (b) Buyer shall not have any liability under Section 11.2(b)(i) hereof unless and until the aggregate amount of Losses and Indemnifiable Expenses to the Company Indemnified Parties determined to arise thereunder in the aggregate exceeds $1,950,000 (the “Buyer Basket”), in which case, only the Losses and Indemnifiable Expenses in excess of such amount of Tax, Loss and Indemnifiable Expenses shall be covered; provided, however, that the Buyer Basket shall not apply to Losses or Indemnifiable Expenses (I) resulting from the failure of any representation to be true or correct where such failure is the result of the Buyer’s fraud or willful misconduct or (II) resulting from the failure of any representations and warranties set forth in Sections 5.1, 5.2(a), 5.3, 5.4 and 5.11 hereof to be true and correct. (c) The Sellers’ Representative shall not be required to indemnify any Person for an aggregate amount of Taxes, Losses and Indemnifiable Expenses above the Sellers’ Representative Cap. The Buyer shall not be required to indemnify any Person for an aggregate amount of Indemnifiable Expenses and Losses above an amount equal to $25,350,000. (d) For purposes of calculating Losses hereunder (but not for purposes of determining whether a breach of any representation, warranty, covenant or agreement has occurred), any materiality or material adverse effect qualifications in the representations, warranties, covenants and agreements shall be ignored. (e) To the extent that an indemnified party had actual Knowledge has recovered all or any portion of its Losses with respect to any matter arising under one provision of this Agreement, such indemnified party shall not be entitled to recover such portion of such Losses pursuant to other provisions of this Agreement. (f) The Sellers’ Representative shall not be required to indemnify any Person for any Taxes or any Losses or Indemnifiable Expenses related to Taxes in each case to the extent such Taxes are Company Expenses or are provided for on the unaudited consolidated balance sheets of the Company and its Subsidiaries as of September 30, 2007 or were incurred in the ordinary course of business since the Most Recent Balance Sheet Date. (g) Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall not have any liability under Section 11.2(b)(i) hereof for any Losses and Indemnifiable Losses determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty of the Buyer contained in Article V to be true and correct to the extent that the failure of any such representation or warranty to be true and correct arose from DCM’s bad faith, willful misconduct, gross negligence or reckless disregard of its duties under the Management Agreement prior to the Closing Date. (h) The Sellers’ Representative, at any time its election, shall be entitled to satisfy its indemnity obligations hereunder by one or more of the following :(a) delivering one or more Notes owned by it (or portion(s) thereof) having an outstanding principal amount equal to the amount of the indemnification payment required to be made by the Sellers’ Representative hereunder (the “Sellers’ Representative Indemnification Amount”), provided, however that after delivering such Notes, the Sellers’ Representative continues to own at least a majority of the Notes that are then outstanding, (b) delivering shares of Buyer Common Stock owned by it having a Current Market Price (determined as of the date one day immediately prior to the date on such payment is due) equal to the Sellers’ Representative Indemnification Amount, (c) delivering shares of Buyer Preferred Stock owned by it equal to the Sellers’ Representative Indemnification Amount, which shares of Preferred Stock shall be valued at the Current Market Price (determined as of the date one day immediately prior to the date such representation payment is due) of the Common Stock that holders of Buyer Preferred Stock would receive if the Buyer Preferred Stock was converted into Buyer Common Shares immediately prior to the relevant determination date, plus accrued and warranty is made or any intentional breach by any party unpaid dividends thereon and (d) making a cash payment equal to the Sellers’ Representative Indemnification Amount. For purposes of any covenant or obligationthis clause (g), and GRS or the Stockholders“Current Market Price” means, as the case may be, will be jointly and severally liable for all damages with respect to a share of Buyer Common Stock or Buyer Preferred Stock, as applicable, on any date of determination, the average of the daily Closing Prices of shares of the Buyer Common Stock or Buyer Preferred Stock, as applicable, for the immediately preceding twenty (20) days on which the principal securities exchange on which the shares of Buyer Common Stock or Buyer Preferred Stock are then listed or admitted for trading, and “Closing Price” means, with respect to any shares of Buyer Common Stock or Buyer Preferred Stock, as applicable, as of the date of determination, the closing price per share of a share of Buyer Common Stock or Buyer Preferred Stock, as applicable, on such breachesdate published in The Wall Street Journal (National Edition) or, if no such closing price on such date is published in The Wall Street Journal (National Edition), the average of the closing bid and asked prices on such date, as officially reported on the principal national securities exchange on which shares of Buyer Common Stock or Buyer Preferred Stock, as applicable, are then listed or admitted to trading.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (ia) The Stockholders Indemnified Party shall not be obligated entitled to pay any amounts indemnification pursuant to Section 10.2(a) or Section 10.3(a), as applicable, unless and until the aggregate amount of all Losses in respect of which the Indemnified Party would otherwise be entitled to indemnification pursuant to Section 10.2(a) or Section 10.3(a), as applicable, exceeds $200,000 (the “Deductible”), and then only for indemnification under this Article IX arising out the amount of any Losses based uponin excess of the Deductible; provided, however, that the Deductible shall not apply to Losses arising out of or otherwise relating to any inaccuracy in respect or breach of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to Fundamental Representation of the ClosingIndemnifying Party. (b) The maximum aggregate amount of all Losses for which the Indemnifying Party shall be liable pursuant to Section 10.2(a) or Section 10.3(a), as applicable, shall not exceed the sum of (i) $2,500,000 plus (ii) Neither GRSten percent (10%) of the Earnout Payments actually earned pursuant to Section 2.4 (prior to giving effect to any offset rights set forth in this Agreement), unless such Losses arise out of or result from any inaccuracy in or breach of any Fundamental Representation of the Company nor the Stockholders Indemnifying Party (in which case Section 10.4(c) shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, apply). (c) The maximum aggregate amount of all Losses arising out of or otherwise relating to (i) any inaccuracy in respect or breach of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 any Fundamental Representation of the Indemnifying Party or (ii) and (iiipursuant to Section 10.2(b), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"Section 10.2(c), until Section 10.2(d), Section 10.2(e), Section 10.3(b), Section 10.3(c) or Section 10.3(d), as applicable, for which the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of Indemnifying Party shall be liable shall not exceed the Purchase Price Price. (d) Notwithstanding anything contained herein to the "Basket Amount")contrary, whereupon GRSin no event shall an Indemnified Party be entitled to indemnification pursuant to this Article X for, any special, indirect, consequential, incidental or punitive damages (except to the Company and Stockholders, as the case may be, shall be obligated extent any Indemnified Party is required to pay any indemnification paymentspunitive damages to a third party), including lost profits or any diminution in value, or any damages based on a multiple, each of which is hereby excluded by agreement of the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" parties. (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions e) For purposes of this subparagraph (ii)Article X, be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach Losses incurred by any Indemnified Party shall be calculated net of (i) any amounts actually recovered by such Indemnified Party from a third party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesLosses, less the reasonable costs, fees, reserves and expenses incurred to obtain such recovery; and (ii) any third party insurance proceeds actually received by such Indemnified Party with respect to such Losses under any applicable insurance policy, excluding self-insurance arrangements and less any applicable and reasonable collection costs, fees, expenses and reserves, deductibles, premium adjustments, retrospectively rated premiums and other similar amounts. If an Indemnified Party receives any amounts under applicable insurance policies or from any third party alleged to be responsible for any Losses subsequent to an indemnification set-off or payment, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any set-off or payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount retained or received by the Indemnified Party, net of any applicable and reasonable collection costs, fees, expenses and reserves, deductibles, premium adjustments, retrospectively rated premiums and other similar amounts.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out For purposes of determining the amount of any Losses based upon, arising out of Loss resulting from the breach or otherwise in respect inaccuracy of any representation or warranty contained in this Agreement (but not for purposes of determining whether there has been a breach or inaccuracy of such representation or breach disclosed warranty), references in writing such representation or warranty to GRS and specifically waived in writing by GRS prior to the Closingmateriality, Material Adverse Effect, or similar qualifiers will be deemed omitted therefrom. (ii) Neither GRS, the Company nor the Stockholders Seller shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, have no liability arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (iirelating to Section 9.5(a)(iii) and (iii), 11.01 no Buyer shall have any liability arising out of or relating to Section 9.5(b)(iii) unless and 11.02 and Article IV hereof (only to the "Basket Exclusions"), until extent the aggregate indemnification paymentsLosses suffered or incurred by the Buyer Indemnitees or the Seller Indemnitees, exclusive of the Basket Exclusionsas applicable, equals hereunder exceed one percent (1%) of the Aggregate Purchase Price (the "Basket “Threshold Amount"”), whereupon GRS, in which event Buyer Indemnitees or the Company and StockholdersSeller Indemnitees, as applicable, shall, subject to the case may beother limitations contained herein, shall be obligated entitled to pay any indemnification paymentsbe indemnified only against the portion of such Losses in excess of the Threshold Amount; provided, including the Basket Amounthowever, in full. It is expressly understood that the Basket Amount limitation set forth in this Section 9.5(f)(ii) shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to claims for indemnification relating to, resulting from or arising out of any breach of any representations representation or warranty set forth in Sections 4.1, 4.2, 4.4, 4.7, 4.8(b), 4.9, 4.18, 5.1, 5.2, and warranties 5.5. (iii) In no event shall Buyers’ or Seller’s aggregate liability arising out of which or relating to Section 9.5(a)(iii) or Section 9.5(b)(iii), as applicable, exceed ten percent (10%) of the Aggregate Purchase Price; provided, however, that the limitation set forth in this Section 9.5(f)(iii) shall not apply to claims for indemnification relating to, resulting from or arising out of any party had actual Knowledge at breach of any time prior representation or warranty set forth in Sections 4.1, 4.2, 4.4, 4.7, 4.8(b), 4.9, 4.18, 5.1, 5.2, and 5.5. (iv) Notwithstanding anything to the date on contrary in Sections 9.5(f)(ii) and 9.5(f)(iii), in no event shall the aggregate liability of Seller arising out of or relating to Sections 9.5(a)(ii) or 9.5(a)(iii), or the aggregate liability of Buyers arising out of or relating to Sections 9.5(b)(ii) or 9.5(b)(iii) exceed the Aggregate Purchase Price. (v) The amount of any Loss for which such representation and warranty is made or any intentional breach an Indemnitee claims indemnification under this Agreement shall be (A) reduced by any insurance proceeds received from a third-party insurer (net of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages reasonable costs incurred by such Indemnitee to enforce payment from such third-party insurer) by such Indemnitee with respect to such breachesLoss, and (B) reduced by indemnification, reimbursement, credits, rebates, refunds or other payments received by such Indemnitee from third parties with respect to such Loss (net of reasonable costs incurred by such Indemnitee to obtain such indemnification, reimbursement, credits, rebates, refunds or other payments). (vi) In the event that an Indemnitor pays to a Buyer Indemnitee or Seller Indemnitee any Losses that it is entitled to recover hereunder, no other Buyer Indemnitee or Seller Indemnitee, as applicable, shall be entitled to recover the same Losses with respect to such claim for indemnification. (vii) Each party shall be bound by its common law duty to mitigate any Losses subject to any claims for which such party seeks indemnification pursuant to this Article 9. (viii) If the Indemnitee receives any payment from an Indemnitor in respect of any Losses pursuant to this Section 9.5 and the Indemnitee could reasonably have recovered all or a part of such Losses from a third party, including any provider of insurance or other third party (a “Potential Contributor”) based on the underlying claim asserted against the Indemnitor, then the Indemnitee shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnitor to recover from the Potential Contributor the amount of such payment; provided, however, that the Indemnitee shall not be required to assign any such rights to the Indemnitor (A) in the event the Potential Contributor is a Governmental Authority, or (B) if an attempted assignment of any rights against a Potential Contributor would be in violation of Law or Contract or would require the consent of a third party. An Indemnitor that is an assignee of any rights pursuant to this clause (viii) shall indemnify the Indemnitee for any Losses suffered by such Indemnitee as a result of any actions or omissions with respect thereto of the Indemnitor in connection with or after giving effect to such assignment.

Limitations on Indemnification. The (a) To the extent the Partnership Indemnified Parties are entitled to indemnification provided for Losses pursuant to Section 9.3(a) (other than for Losses related to a breach of the representations and warranties in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders Section 4.6), Anadarko shall not be obligated to pay any amounts liable for indemnification under this Article IX arising out of any those Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in unless the aggregate amount of Losses exceeds $100,0003,000,000 (the “Deductible”), and 1% then only to the extent of any such excess. (b) In addition, to the Purchase Price is $70,000extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(a), the Stockholders would then Anadarko shall not be liable for such Losses that exceed, in the entire aggregate, $100,000 75,000,000 less the Deductible. (c) Notwithstanding Section 9.8(a) and not just $30,000(b). This Section 9.04(ii) will not apply , to any the extent the Partnership Indemnified Parties are entitled to indemnification for Losses arising from a breach of any the representations and warranties of which any party had actual Knowledge at any time prior in Section 4.6, pursuant to Section 9.3(b), 9.3(c), 9.3(d), or 9.3(e), or for claims arising from fraud, Anadarko shall be fully liable for such Losses without respect to the date on which such representation Deductible in Section 9.8(a) and warranty is made or any intentional breach by any party the limitations in Section 9.8(b). (d) To the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), the Partnership shall not be liable for those Losses unless the aggregate amount of Losses exceeds, in the aggregate, the Deductible, and then only to the extent of any covenant or obligationsuch excess. In addition, and GRS or to the Stockholdersextent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), as the case may be, will Partnership shall not be jointly and severally liable for all damages with such Losses that exceed, in the aggregate, $30,000,000 less the Deductible. (e) Notwithstanding Section 9.8(d), to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(b) or for claims arising from fraud, the Partnership shall be fully liable for such Losses without respect to such breachesthe Deductible and the limitations in Section 9.8(d).

Limitations on Indemnification. The Subject to the provisions of Section 9.7: (a) no indemnification provided shall be payable to a Buyer Indemnified Person as a result of any Losses arising under Section 9.2(a)(i) or to a Company Indemnified Person as a result of any Losses arising under Section 9.3(a) until the aggregate amount of all Losses incurred by all Buyer Indemnified Persons or Company Indemnified Persons, as applicable, exceeds $25,000 (the “Basket”), whereupon (in each case subject to Sections 9.4(b)(i) and 9.4(c)(i), as applicable, below) the Buyer Indemnified Persons or the Company Indemnified Persons, as applicable, shall be entitled to receive the amount of all Losses, including the Basket; provided, however, that the foregoing shall not apply to any Losses resulting from or arising out of any breach or inaccuracy of any of the Excepted Representations; (b) the maximum aggregate Losses payable to the Buyer Indemnified Persons pursuant to (i) Section 9.2(a)(i) shall be an amount equal to $250,000 (the “Mini Cap”); provided, however, that the foregoing shall not apply to any Losses resulting from or arising out of any breach or inaccuracy of any of the Excepted Representations; (ii) Section 9.2(a)(ii) through 9.2(a)(ix) shall be an amount equal to the Remaining Payments; and (iii) Section 9.2(a)(viii) shall be an amount equal to the Escrow Amount; and (c) the maximum aggregate Losses payable to the Company Indemnified Persons pursuant to (i) Section 9.3(a) shall be an amount equal to the Mini Cap; provided, however, that the foregoing shall not apply to any Losses resulting from or arising out of any breach or inaccuracy of any of the Excepted Representations; and (ii) Section 9.3(b) through 9.3(e) shall be an amount equal to $1,000,000 plus the Remaining Payments (except that the Buyer’s and HSCC’s aggregate liability for claims for Losses under Section 9.3 shall be reduced by the Mini Cap on the first anniversary of the Closing Date, except with respect to claims made by Company Indemnified Persons under Section 9.3(a) on or before the first anniversary of the Closing Date in Sections 9.01 accordance with this Agreement, which shall survive and 9.02 shall be subject to the following limitations: (iMini Cap until such time as such claim(s) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closinghave been resolved). (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breaches.

Limitations on Indemnification. The indemnification (a) Except as provided in Article VI, the remedies provided in this Article X shall be exclusive and shall preclude assertion by either party of any other rights or the seeking of any and all other remedies against the other for in Sections 9.01 and 9.02 claims based on this Agreement. (b) Any claims for indemnity under this Agreement shall be subject to the following limitations: limitations and adjustments: (i) The Stockholders the provisions of Section 10.02 shall not be obligated to pay any amounts effective only when the aggregate amount of all Damages for indemnification which Seller may be liable under this Article IX X exceeds $3,981,000 in which case Seller shall be liable for only such amounts as exceed $3,981,000, provided that this limitation shall not apply to indemnification for Damages for breaches of Sections 3.01, 3.04, 6.06(b), 6.09, 6.10, 6.13(d) and 6.13(e) and further provided that with respect to Damages arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or a breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 3.16 or 6.13 (other than as specified in subsections 6.13(d)(i) and (ii) and 6.13(e)), which breach relates to income taxes of the Company (as opposed to and excluding any other taxes, such as sales, use, value added, withholding, social security, property or any other taxes), Section 10.02 shall be effective when the amount of such Damages for which Seller may be liable exceeds $500,000; (ii) the amount of any claim by either party for indemnification shall be subject to adjustment to reflect (A) any actual direct or indirect income tax benefit (taking into account the amount of any indemnification actually received) resulting therefrom to the indemnified party, (B) any insurance coverage with respect thereto and (C) any amounts reasonably recoverable from third parties (net of expenses) based on claims the indemnified party has against such third parties which would reduce the damages that could otherwise be sustained; (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, in no event shall Seller be obligated to pay any indemnification payments, including the Basket Amountliable, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" aggregate, for indemnification and not as a "deductible" (for examplehereunder in an amount greater than $33,175,000, if the indemnity claims for which GRS or the Stockholders wouldprovided, but for the provisions of this subparagraph (ii)however, be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages that Damages arising with respect to breaches of Sections 3.01 and 3.04 shall not be subject to such breacheslimitation; and (iv) neither party hereto shall be liable to the other party for special, incidental, consequential or punitive damages, except that nothing in this clause (iv) shall relieve an Indemnifying Party (as hereinafter defined) from liability for such damages where an Indemnified Party (as hereinafter defined) becomes liable therefor to a third party.

Limitations on Indemnification. The (a) Except in the case of fraud or intentional misrepresentation, the Indemnified Parties, as a group, may not recover any Losses pursuant to an indemnification provided for claim under Section 8.2(a)(i) unless and until the Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least $1,500,000 in Sections 9.01 and 9.02 Losses in the aggregate (the “Deductible Amount”), in which case the Indemnified Parties shall be subject entitled to recover only those Losses in excess of the following limitations:Deductible Amount that are paid, incurred, suffered or sustained by the Indemnified Parties as a group. (b) Subject to Section 8.3(c), except in the case of fraud or intentional misrepresentation, (i) The Stockholders shall not the Company Indemnitors’ indemnity obligations for Losses under Sections 8.1(a)(i)-(vi), (viii)-(x) will be obligated limited, in the aggregate, to pay an amount equal to the Escrow Amount, plus any interest earned thereon, less any amounts previously paid out of the Escrow Fund to satisfy the Losses claimed under Sections 8.1(a)(i)-(vi), (viii)-(x) (and for a particular Company Indemnitor, to its Pro Rata Portion thereof) (the “Cap”). For the avoidance of doubt, the Cap shall apply even after the expiration of the Escrow Period. (c) Subject to Section 8.3(c) and except in the case of fraud or intentional misrepresentation, the Indemnified Parties’ sole and exclusive sources of recovery for indemnification claims under Section 8.2(a)(i) shall be recourse against (i) the cash held in the Escrow Fund and (ii) the R&W Policy. (d) Subject to the limitations set forth in Section 8.3, the Indemnified Parties shall (i) be entitled to bring indemnification claims directly against the Company Stockholders in their roles as Company Indemnitors and (ii) be permitted to recover Losses directly from the Company Stockholders for indemnification claims pursuant to Sections 8.2(a)(ii) through 8.2(a)(x), and Section 8.2(a)(i) only with respect to claims for fraud or intentional misrepresentation, if and only to the extent that (x) the Escrow Fund is no longer available and (y) such claim has not been satisfied from the R&W Policy (after compliance with Section 8.3(f)), it being agreed that the Indemnified Parties shall look first to the Escrow Fund (to the extent that the R&W Policy does not cover the Loss in accordance with its terms, including because the retention amount has not been satisfied) and then to the R&W Policy; provided, that in each case of clause (i) and (ii), if the subject matter of such indemnification claim is expressly excluded from coverage pursuant to and as set forth in the R&W Policy, the Indemnified Parties shall have no obligation to look to the R&W Policy for recovery of Losses but rather shall look first to the Escrow Fund and thereafter directly to the Company Indemnitors for recovery of Losses to the extent otherwise permitted under this Article VIII. In no event shall the liability of any Company Indemnitor for any indemnification claim under Section 8.2(a) exceed the Merger Consideration actually received by such Company Indemnitor (including any funds from the Escrow Fund), unless such indemnity claim is being made in respect of fraud and such Company Indemnitor committed such fraud (in which event there shall be no limitation on the liability of such Company Indemnitor hereunder or under applicable Law except to the extent imposed under applicable Law). (e) Any amount of Losses will be calculated: (i) without regard to any punitive, exemplary, special, incidental, or consequential damages unless (x) any such punitive, exemplary, special, incidental, or consequential damages are actually awarded to a third party (provided that all such anticipated Losses may be preliminarily included by an Indemnified Party in an Indemnification Claim Notice), or (y) in the case of special, incidental or consequential damages only, any such special or consequential damages would have been reasonably foreseeable; (ii) such that costs and expenses incurred in investigating, defending or resolving any applicable claim under this Article VIII shall constitute Losses if and solely to the extent that such underlying claim is indemnifiable hereunder; and (iii) with respect to Losses incurred in respect of any representation in Section 3.7, only to the extent in excess of the amount of such Taxes that were included in the Estimated Closing Statement, and excluding such Taxes to the extent such Taxes were included in the Post-Closing Statement and actually reduced the Total Merger Consideration. (f) The amount of any Losses that are subject to indemnification under this Article IX arising out VIII shall be calculated net of the amount of any Losses based uponinsurance proceeds, arising out of indemnification payments or otherwise reimbursements actually received by the Indemnified Parties from third parties (other than the Company Indemnitors) in respect of such Losses (net of any inaccuracy costs or breach disclosed expenses incurred in writing to GRS and specifically waived obtaining such insurance, indemnification or reimbursement, including any increases in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts insurance premiums or retro-premium adjustments resulting from such recovery). Except for indemnification claims under this Article IXVIII related to fraud or intentional misrepresentations, except those based uponfor all indemnification claims under Section 8.2(a)(i), arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiix), 11.01 and 11.02 and Article IV hereof (Parent agrees to first use commercially reasonable efforts to seek recovery under the "Basket Exclusions"), until the aggregate R&W Policy before seeking indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or directly from the Company and Stockholders, as the case may be, shall be obligated to pay Indemnitors for any indemnification payments, including the Basket Amount, in full. It is expressly understood Losses; provided further that the Basket Amount shall serve as a "trigger" Indemnified Parties may provide the Stockholders’ Representative with notice of an indemnification claim at any time for purposes of tolling the expiration of rights to indemnification and not as a "deductible" (for example, if under Section 8.1. In the indemnity claims event that an insurance recovery is received by any Indemnified Party with respect to any Losses for which GRS or any such Person has been indemnified and which Losses such Person had received from the Stockholders wouldCompany Indemnitors hereunder, but for the provisions of this subparagraph (ii), be liable is in then a refund equal to the aggregate amount of $100,000the recovery (net of costs and expenses incurred in recovering such amounts, and 1% net of any resulting insurance premiums with respect to insurance policies other than the R&W Policy) payable in respect of (i) Employee Company Options held by Specified Optionholders shall be paid to the Surviving Corporation for further payment to such Specified Optionholders through the Surviving Corporation’s payroll processing system net of applicable Tax withholding and deductions and (ii) Company Capital Stock and Company Warrants shall be made to the Payment Agent for distribution to the applicable Company Indemnitors, in each case, in accordance with each such Company Indemnitor’s respective Pro Rata Portion. Nothing in this Agreement shall require Parent or any Indemnified Party to seek recovery of Losses under an insurance policy, except with respect to the R&W Policy as set forth in this Section 8.3(f). (g) Any Losses for indemnification under this Agreement shall be determined without duplication of recovery due to the facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement, or being indemnifiable pursuant to more than one clause of Section 8.2(a). (h) Except for the representations and warranties contained in this Agreement (including the Company Disclosure Letter, schedules and exhibits to this Agreement), each of Parent and Merger Sub acknowledges that neither the Company nor any of its Affiliates, nor any other Person, made or shall be deemed to have made (and Parent and Merger Sub have not relied on and shall not rely on) any representation or warranty to Parent or Merger Sub, express or implied, at Law or in equity, on behalf of the Purchase Price is $70,000, the Stockholders would then be liable Company. Any claims Parent or Merger Sub may have for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representation or warranty shall be based solely on the representations and warranties of which the Company expressly set forth in this Agreement (including the Company Disclosure Letter, schedules and exhibits to this Agreement) and the certificates and other documents contemplated hereby. (i) Notwithstanding any party had actual Knowledge at other provision of this Agreement, the Company Indemnitors shall not have any time prior to liability or indemnification obligation for any Taxes of the date on which such representation and warranty is Company or its Subsidiaries (i) resulting from any election made or any intentional breach by any party under Section 338 of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages Code with respect to such breachesthe Merger, (ii) resulting from any action taken by the Company at the direction of Parent on the Closing Date after the Closing except as specifically contemplated by this Agreement or (iii) the ability of Parent, the Surviving Corporation or any of their affiliates to utilize any net operating losses, Tax credits, Tax basis, or other Tax attribute of the Company or its Subsidiaries in any Tax period or portion thereof (including any Straddle Tax Period) beginning on or after the Closing Date.

Limitations on Indemnification. The indemnification provided for Notwithstanding anything to the contrary in Sections 9.01 this Agreement (except in the case of any Fraud Claim or Member Claim, to which none of the limitations described in this Section 15(f) shall apply, and 9.02 which shall be subject to indemnified from the following limitations:first Dollar and without limitation by the Cap): (i) The Stockholders Except as otherwise provided in the first sentence of this Section 15(f), the Seller Parties shall not be obligated required to pay indemnify any amounts Buyer Indemnified Party for indemnification under this Article IX arising out of any Losses based uponpursuant to Section 15(b) resulting from any breach or inaccuracy in any representation or warranty specified in Section 6 unless and until the aggregate amount of all such indemnifiable Losses resulting from any breach or inaccuracy in any representation or warranty specified in Section 6 sustained or incurred by the Buyer Indemnified Parties exceeds Fifty Thousand and No/100 Dollars ($50,000.00) (the “Threshold Amount”), arising out and in such event, the Seller Parties shall indemnify all Buyer Indemnified Parties for all such Losses in excess of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS Twenty Five Thousand and specifically waived in writing by GRS prior to No/100 Dollars ($25,000.00) the Closing(“Deductible”). (ii) Neither GRSExcept as otherwise provided in the first sentence of this Section 15(f), the Company nor aggregate liability of the Stockholders Seller Parties under Section 15(b) resulting from any breach or inaccuracy in any representation or warranty specified in Section 6 shall be obligated not exceed Two Million and No/100 Dollars ($2,000,000.00) (the “Cap”); provided, however, that the Cap limitation shall not apply to pay Losses sustained or incurred by any amounts for indemnification under this Article IX, except those Buyer Indemnified Party based upon, arising out of upon or otherwise with respect any breach or inaccuracy in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and any Core Representation. (iii), 11.01 ) Buyer shall not be required to indemnify any Seller Indemnified Party for any Losses pursuant to Section 15(c) resulting from any breach or inaccuracy in any representation or warranty specified in Section 7 unless and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000all such indemnifiable Losses resulting from any breach or inaccuracy in any representation or warranty specified in Section 7 exceeds the Threshold Amount, and 1% in such event, Buyer shall indemnify all such Seller Indemnified Parties for all such Losses in excess of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Deductible. (iv) The aggregate liability of Buyer under Section 9.04(ii15(c) will not apply to resulting from any breach of or inaccuracy in any representations and warranties of which any party had actual Knowledge at any time prior representation or warranty specified in Section 7 shall not exceed the Cap. (v) The Seller Parties shall not be required to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages indemnify Buyer with respect to such breachesspecific amounts actually deducted in the determination of Net Working Capital or the Adjustment Amount.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject Notwithstanding anything to the following limitationscontrary in this Agreement: (a) (i) The Stockholders the aggregate liability of each of Parent and Buyer pursuant to Section 8.2 or Section 8.3, as the case may be, shall not exceed the Base Purchase Price, except that the foregoing limitation shall not apply to Parent’s obligations under Section 8.2(d), (e) and (g) or Buyer’s obligations under Section 8.3(c); (ii) the aggregate liability of Parent or Buyer pursuant to Sections 8.2(a), or 8.3(a), as the case may be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise (other than in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to of the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiSpecified Representations), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions")shall not exceed, until the aggregate indemnification paymentsas to each party, exclusive of the Basket Exclusions, equals one percent (1%) an amount equal to 30% of the Purchase Price Price; (iii) the "Basket Amount"aggregate liability of Parent pursuant to Section 8.2(g) shall not exceed an amount equal to 30% of the Base Purchase Price, and (iv) the liability of Parent and Buyer pursuant to Sections 8.2(l)8.3(c) and 8.3(d), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated as set forth in Section 8.9; provided, however, that the limitations in clauses (i), (ii) and (iii) shall not apply to pay any indemnification paymentsfraud or Willful Breach. (b) no Indemnified Party will be entitled to recover Remote Damages pursuant to Sections 8.2 or 8.3, including except to the Basket Amountextent that Remote Damages are awarded in the case of fraud or to the extent such damages are actually paid by the Indemnified Party to a third Person pursuant to a final, non-appealable Order or settlement in any Third-Party Claim, in full. It which case such Remote Damages paid to such third Person shall be considered Losses for which recovery may be sought in accordance with the terms of this Agreement; (c) no claim for indemnification may be made (i) by a Buyer Indemnitee pursuant to Section 8.2(a) or by a Seller Indemnitee pursuant to Section 8.3(a) unless written notice of such claim (describing the facts or events giving rise to such claim with reasonable specificity to the extent of the knowledge of the noticing party) has been given to the party from whom indemnification is expressly understood sought (the “Indemnifying Party”) during the relevant survival period set forth in Section 8.1 (which will be the survival period of the representation and warranty alleged to have been breached); or (ii) by a Buyer Indemnitee pursuant to Section 8.2(g) unless written notice of such claim (describing the facts or events giving rise to such claim with reasonable specificity to the extent of the knowledge of the noticing party) has been given to Parent prior to the seventh (7th) anniversary of the Closing Date; (d) Parent shall have no liability pursuant to Section 8.2(a): (i) 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 arising out of the same facts or circumstances exceeds U.S.$175,000 (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 shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph pursuant to clause (ii), be liable is in ) below; and (ii) until the aggregate amount of $100,000, and 1the Losses of the Buyer Indemnitees for which indemnification would otherwise be available under Section 8.2(a) exceeds 0.75% of the Base Purchase Price is $70,000(the “Basket Amount”), after which Parent will be obligated to indemnify for only that portion of such Losses of the Stockholders would then be liable for Buyer Indemnitees that exceed the entire $100,000 and not just $30,000). This Section 9.04(iiBasket Amount; provided, however, that the limitations on liability set forth in this clause (d) will shall not apply to Losses incurred by a Buyer Indemnitee by reason of any inaccuracy or breach of a Specified Representation. (e) Parent shall have no liability pursuant to Section 8.2(g) until the aggregate amount of the Losses of the Buyer Indemnitees for which indemnification would otherwise be available under Section 8.2(g) exceeds 1.0% of the Base Purchase Price (the “Environmental Deductible”), after which Parent will be obligated to indemnify Buyer Indemnitee for only Sellers’ Portion of such Losses of the Buyer Indemnitees that exceed the Environmental Deductible; provided, however, that the limitations on liability set forth in this clause (e) shall not apply to Losses incurred by a Buyer Indemnitee by reason of any inaccuracy or breach of the representations and warranties of which set forth in Section 2.14. (f) Parent shall have no liability pursuant to Section 8.2 for any party had actual Knowledge at any time prior Loss to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages extent a specific identified reserve with respect to such breachesLoss is reflected in the Purchase Price Adjustments for Closing Working Capital or Transferred Company Indebtedness or reflected on Schedule 8.4(f) of the Disclosure Letter. (g) Notwithstanding any other provision of this Agreement, Parent’s obligations under Section 8.2(a) in respect of any asserted breach or inaccuracy of the representations and warranties set forth in Section 2.14 related to a Remedial Action shall be limited to the amount of the least stringent, lowest cost approach to Remedial Action that is allowed under Environmental Requirements or by the relevant Governmental Authority, that in either case is consistent with continued prudent operation of the relevant facility and generally accepted industry practices and that is reasonably available. (h) Parent shall have no liability under Section 8.2(d) with respect to the Leased Sites for Losses to the extent occurring as a result of or triggered by (i) the closure, decommissioning or demolition after the Closing of any part of any facility or structure of any Transferred Company, other than as required under a Lease Agreement; or (ii) under Section 8.2 to the extent occurring as a result of or triggered by any sampling, monitoring, testing, or surface or subsurface investigation conducted after the Closing that is not expressly required pursuant to an Environmental Requirement of any Governmental Authority (except where the Governmental Authority has requested such Remedial Action by reason of a request initiated by Buyer or its Representatives). Notwithstanding the foregoing, Buyer shall be permitted to conduct any routine maintenance of any existing facility or structure on the Leased Sites without affecting the liability of Parent under Section 8.2(d) with respect to the Leased Sites. (i) Parent shall have no liability under Section 8.2(g) for Losses to the extent occurring as a result of or triggered by (i) the closure, decommissioning or demolition after the Closing of any part of any facility or structure of any Transferred Company; or (ii) under Section 8.2 to the extent occurring as a result of or triggered by any sampling, monitoring, testing, or surface or subsurface investigation conducted after the Closing that is not expressly required pursuant to an Environmental Requirement of any Governmental Authority (except where the Governmental Authority has requested such Remedial Action by reason of a request initiated by Buyer or Representatives). Notwithstanding the foregoing, Buyer shall be permitted to conduct the following activities without affecting the liability of Parent under Section 8.2(g): (A) any routine maintenance of any existing facility or structure; (B) any demolition of any portion of any existing facility or structure and related utilities down to ground surface (but not below ground surface unless necessary to properly isolate the underground structure from the operating portions of the facility); and (C) any construction of new facilities or modification of any existing facility or structure but not environmental sampling facilities other than sampling that would be performed by a reasonable and prudent operator acting without the benefit of indemnification; provided, however, that, in each case (1) Buyer shall provide written notice to Parent at least thirty (30) days prior to such activity with information sufficient to enable Parent reasonably to evaluate the extent and nature of the contemplated disturbance of the property; (2) Parent shall have thirty (30) days in which to provide Buyer with comments and suggestions on the activity; and (3) Buyer shall take into account and, where commercially reasonable, accommodate Parent’s comments and suggestions regarding the activity. (j) For purposes of Section 8.2(g), Losses shall not include (i) any Losses arising primarily from any change to a non-industrial use of the Real Property by Buyer after the Closing; (ii) any Loss resulting primarily from any increase in, worsening of or other adverse change in any Environmental Condition that arises from any act or omission attributable to Buyer or any Transferred Company (and their Representatives) following the Closing; and (iii) any expense related to management or employee time (whether opportunity costs, direct costs or otherwise). (k) For purposes of Section 8.2(d) with respect to the Leased Sites, Losses shall not include (i) any Losses arising primarily from any change in use of the Real Property by Buyer after the Closing (including an increase in capacity of the facilities or structures thereon) other than as required under a Lease Agreement; (ii) any Loss resulting primarily from any increase in, worsening of or other adverse change in any Environmental Condition that arises from any act or omission attributable to Buyer or any Transferred Company (or their Representatives) following the Closing; (iii) any Loss resulting from any Environmental Condition caused or created by Buyer or its Representatives, or that arises from Buyer’s operation of the Business or a change in Legal Requirements applicable thereto (except as it relates to Pre-Closing Environmental Conditions), in each case, during the term of the applicable Lease Agreement; and (iv) any cost and expense related to Buyer’s management or employee time (whether opportunity costs, direct costs or expenses, or otherwise). (l) Buyer and Parent shall each take, and shall cause their respective Affiliates to take, all reasonable measures consistent with the safe and prudent operation of the applicable property to mitigate any Loss for which indemnification may be sought hereunder promptly upon a responsible officer or employee of an Indemnified Party or its Affiliates becoming aware of such Loss, and neither Buyer nor Parent shall be liable for any Loss to the extent the Indemnified Party or its Affiliates could have mitigated such Loss by taking measures consistent with the safe and prudent operation of the applicable property after a responsible officer or employee of such Indemnified Party or its Affiliates becomes aware thereof. (m) The Seller Indemnitees shall have no recourse against any Transferred Company, their Affiliates or their respective Representatives, assigns or successors for any indemnification claim asserted by a Buyer Indemnitee.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject (a) Notwithstanding any other provision of this Agreement to the following limitationscontrary: (i) The Stockholders no SRI Indemnifying Party shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise liable in respect of any inaccuracy indemnification obligation for Damages under Section 7.1(i) (other than in respect of any failure of the representations in Section 3.4 or breach disclosed Section 3.5(u) to be true), unless and until (A) the aggregate amount of Damages of the Goodyear Indemnitees arising from any particular claim, together with all related claims, is in writing excess of $100,000 (the “De Minimis Amount”) and (B) the aggregate cumulative amount of such Damages of the Goodyear Indemnitees for which indemnification would be available but for this Section 7.3(a) exceeds $3,000,000 (such amount, the “Indemnity Deductible”), in which case the SRI Indemnifying Parties shall be liable for such Damages in excess of the Indemnity Deductible, subject to GRS any limitations provided in this Section 7.3 and specifically waived in writing by GRS prior other provisions of this Article VII, up to $45,000,000 (such amount, the Closing.“Indemnity Cap”); (ii) Neither GRS, the Company nor the Stockholders no Goodyear Indemnifying Party shall be obligated liable in respect of any indemnification obligation for Damages under Section 7.2(i) (other than in respect of any failure of the representations in Section 3.1 or Section 3.2(n) to pay be true), unless and until (A) the aggregate amount of Damages of the SRI Indemnitees arising from any amounts particular claim, together with all related claims, is in excess of the De Minimis Amount and (B) the aggregate cumulative amount of such Damages of the SRI Indemnitees for which indemnification would be available but for this Section 7.3(a) exceeds the Indemnity Deductible, in which case the Goodyear Indemnifying Parties shall be liable for such Damages in excess of the Indemnity Deductible, subject to any limitations provided in this Section 7.3 and in other provisions of this Article VII, up to the Indemnity Cap; and (iii) no Party shall have any liability under this Article IXVII for any special, except those based uponexemplary or punitive damages; provided that the foregoing shall not limit the right of any Indemnitee to indemnification in accordance with this Agreement with respect to any component of any claim, settlement, award or judgment against such party by any unaffiliated third party. (b) Any liability for any Damages shall be determined without duplication of recovery by reason of the state of facts giving rise to such Damages constituting a breach of more than one representation, warranty, covenant or agreement of this Agreement or any other Dissolution Document. (c) The amount of any Damages for which indemnification is provided under Section 7.1 or Section 7.2 shall be net of (i) the actual Tax benefit realized by an Indemnitee on account of the incurrence, accrual or payment of such Damages; provided, that in computing the amount of any Tax benefit realized by an Indemnitee, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising out from such Damages, (ii) any amounts recovered by an Indemnitee (net of any costs or otherwise expenses of investigation of the underlying claim and of collection) pursuant to any indemnification by or indemnification agreement with any Person (other than this Agreement), and (iii) any amounts received by an insured Indemnitee from an insurance carrier, or paid by an insurance carrier on behalf of an insured Indemnitee (net of any costs or expenses of investigation of the underlying claim and of collection) received as an offset against such Damages (each source of recovery referred to in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 clauses (ii) and (iii), 11.01 a “Collateral Source”). If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 7.1 or Section 7.2 is received by an Indemnitee or any of its Affiliates after payment by the applicable Indemnifying Party of any amount otherwise required to be paid to an Indemnitee pursuant to this Article VII, such Indemnitee shall repay to the applicable Indemnifying Party, promptly after such receipt, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VII had such receipt occurred at the time of such payment. (d) The amount of any Damages for which indemnification is provided by SRI under Section 7.1 in respect of a breach of the representations and 11.02 warranties made by SRI in Section 3.5 regarding NGY and Article IV hereof the NGY Subsidiaries shall be reduced by twenty-five percent (25%) to reflect Goodyear’s twenty-five percent (25%) pre-closing interest in NGY; provided, that to the "Basket Exclusions"extent that SRI or any of its Affiliates actually bears any costs and expenses of indemnifying the Goodyear Indemnitees for any such matters, then SRI shall provide Goodyear with a written invoice setting forth such costs and expenses actually borne by or on behalf of SRI in respect of such matters as well as the portion of such costs and expenses for which Goodyear is responsible pursuant to this Section 7.3(d), until and Goodyear shall pay to SRI an amount equal to the aggregate portion of such costs and expenses for which Goodyear is responsible pursuant to this Section 7.3(d) within thirty (30) days following receipt of such written invoice. (e) The amount of any Damages for which indemnification payments, exclusive is provided by Goodyear under Section 7.2 in respect of a breach of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company representations and Stockholders, as the case may bewarranties made by Goodyear in Section 3.2 regarding GDTNA, shall be obligated reduced by twenty-five percent (25%) to pay reflect SRI’s twenty-five percent (25%) pre-closing interest in GDTNA; provided, that to the extent that Goodyear or any indemnification paymentsof its Affiliates actually bears any costs and expenses of indemnifying the SRI Indemnitees for any such matters, including then Goodyear shall provide SRI with a written invoice setting forth such costs and expenses actually borne by or on behalf of Goodyear in respect of such matters as well as the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification portion of such costs and not as a "deductible" (for example, if the indemnity claims expenses for which GRS or the Stockholders would, but for the provisions of SRI is responsible pursuant to this subparagraph (iiSection 7.3(e), and SRI shall pay to Goodyear an amount equal to the portion of such costs and expenses for which SRI is responsible pursuant to this Section 7.3(e) within thirty (30) days following receipt of such written invoice. (f) Each Indemnitee shall take commercially reasonable steps to mitigate any Damages as soon as reasonably practicable after such Indemnitee becomes aware of any event which does, or could reasonably be liable is in the aggregate amount of $100,000expected to, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply give rise to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesDamages.

Limitations on Indemnification. The (a) In no event shall the cumulative indemnification provided for obligations of the Sellers under Sections 10.2(a) and 11.3, on the one hand, or the Buyer under Section 10.2(b), on the other hand, in Sections 9.01 and 9.02 shall be subject to the following limitations: aggregate exceed the Escrow Amount (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing“Cap”). (iib) Neither GRSNotwithstanding anything in this Agreement to the contrary, the Company nor the Stockholders no indemnification claims for Losses shall be obligated to pay any amounts asserted by the Seller Indemnitees or the Buyer Indemnitees, respectively, under Article X for indemnification breaches of representations and warranties unless the aggregate amount of Losses that would otherwise be payable under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiSection 10.2(a)(i), 11.01 and 11.02 and Article IV hereof 10.2(a)(iii), or Section 10.2(b)(i), respectively, exceed an amount equal to $3,750,000 (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket “Deductible Amount"”), whereupon GRS, the Seller Indemnitee or the Company and StockholdersBuyer Indemnitee, as the case may be, shall be obligated entitled to pay receive only amounts for Losses in excess of the Deductible Amount up to the Cap; provided, that any indemnification payments, including and all breaches of the Basket Specified Representations shall not be subject to the Deductible Amount, in fullbut instead shall be recoverable from “dollar one”. It is expressly understood that the Basket Amount shall serve as a "trigger" If any claims for indemnification and not as a "deductible" (for example, if by the indemnity claims for which GRS Seller Indemnitees or the Stockholders would, but for the provisions Buyer Indemnitees relating to any single matter or series of this subparagraph (iirelated or similar matters that is indemnifiable under Section 10.2(a)(i) or 10.2(a)(iii), be liable is or Section 10.2(b)(i) or 11.3, respectively, results in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior Losses to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS Seller Indemnitees or the StockholdersBuyer Indemnitees, as the case may be, will that do not exceed $50,000, such Losses shall not be jointly eligible for indemnification under this Article X or Article XI, and severally shall not be considered in the calculation of Deductible Amount; provided, that any and all breaches of the Specified Representations shall not be subject to the provisions of this sentence. (c) The cumulative indemnification obligations of the Sellers under this Article X and Article XI shall be recoverable solely and exclusively from the Escrow Fund (as shall be reduced from time to time in accordance with the Escrow Agreement and to reflect payments, if any, made from time to time from the Escrow Fund in accordance with the terms and conditions of the Escrow Agreement). No claims for indemnification may be made after the Indemnification Period. The limitations described above in this Section 10.3 shall not apply to Losses arising from or in connection with any breach of Section 7.11 or 12.15. (d) Under no circumstances shall any Indemnitee be entitled to be indemnified pursuant to this Article X or Article XI or otherwise liable hereunder or otherwise, for any special, consequential, punitive, indirect or exemplary damages (including lost or anticipated revenues or profits or loss in stockholder value in respect of the Buyer Common Stock following the Closing (it being understood and agreed that the facts and circumstances giving rise to any such loss in stockholder value may be subject to indemnification pursuant to Section 10.2(b), and may be taken into account in determining the amount of any indemnifiable Loss thereunder)) (except to the extent included in a Third Party Claim). The party seeking indemnification under this Article X or Article XI shall use its commercially reasonable efforts to mitigate any Loss which forms the basis of an indemnification claim hereunder, including by seeking and pursuing any available insurance coverage or other claims against third parties that such Indemnitees may have in respect of such Losses. The amount of (i) insurance proceeds or other recoveries actually received by the Indemnitees in respect of such Losses, less the related reasonable out-of-pocket fees and expenses incurred by such Indemnitees in recovering such amounts, and (ii) any Tax benefit actually recognized by any Indemnitee, any of its Affiliates or any consolidated, combined or unitary group of which any such Indemnitee or Affiliate is a member (collectively, the “Indemnitee Parties”) in connection with the accrual, incurrence or payment of such Losses, or any correlative adjustment that makes allowable to any such Indemnitee Party any deduction, amortization, exclusion from income or other allowance, shall reduce the Losses that such Indemnitees may recover under this Article X and Article XI. If the Indemnitees receive any such net amounts or recognize any such Tax benefits subsequent to an indemnification payment by the Indemnitors in respect of such Losses, then such Indemnitees shall promptly reimburse the Indemnitors for any payment made or expense incurred by such Indemnitors in connection with providing such indemnification payment up to the above net amounts so received and the Tax benefits so recognized by the Indemnitees. Additionally, the amount of any Losses for which indemnification is provided under this Agreement shall be increased by the amount of any Tax cost actually realized by the Indemnitee Parties as a result of the receipt or accrual of the indemnification payment. In determining the amount of any net Tax benefit or Tax cost, as applicable, the Indemnitee Parties shall be deemed to realize all damages with respect other items of income, gain, loss, deduction or credit before realizing any items arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. An Indemnitee Party shall be deemed to have “actually realized” a net Tax benefit or Tax cost, as the case may be, to the extent that and at such breachestime as the amount of Taxes payable by such Indemnitee Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnitee Party would be required to pay but for the receipt or accrual of the indemnity payment or the incurrence or payment of such indemnified amount, as the case may be.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject Notwithstanding anything to the following limitationscontrary contained in this Agreement: (i) The Stockholders Osmotica Shareholders shall not have any liability under Section 9.01(a) unless the aggregate liability for Losses suffered by the Vertical/Trigen Indemnitees thereunder exceeds $9,675,000, and then only to the extent of such excess, (ii) the Osmotica Shareholders’ aggregate maximum liability under Sections 9.01(a), 9.01(g) and 9.01(h) shall not exceed the amount then-available in the Osmotica Indemnification Escrow Account and (iii) the Osmotica Shareholders shall not have any liability under Section 9.01(a) for any individual Loss of less than $100,000 (the “Mini-Basket”) and such individual Losses shall not be obligated to pay any amounts aggregated for indemnification under this Article IX arising out purposes of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS the preceding clauses (i) and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS); provided, that the Company nor limitations on liability in the Stockholders shall be obligated to pay any amounts for indemnification under this Article IXforegoing clauses (i), except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii) shall not apply (A) to the extent a breach of any representation or warranty of the Osmotica Shareholders or Osmotica contained in Article III constitutes actual fraud by any Osmotica Shareholder or Osmotica, (B) to any breach of the Osmotica Fundamental Representations, or (C) for the avoidance of doubt, to any claims pursuant to Sections 9.01(b) through 9.01(f) (clauses (A) through (C), 11.01 collectively, the “Vertical/Trigen Excluded Claims”), and 11.02 Losses on account of Vertical/Trigen Excluded Claims instead shall not exceed $322,500,000 in the aggregate (such amount, the “Osmotica Excluded Claim Cap”). (b) (i) The Vertical/Trigen Shareholders shall not have any liability under Section 9.02(a) unless the aggregate liability for Losses suffered by the Osmotica Indemnitees thereunder exceeds $3,000,000, and then only to the extent of such excess, (ii) the Vertical/Trigen Shareholders’ aggregate maximum liability under Sections 9.02(a), 9.02(e) and 9.02(f) shall not exceed the amount then-available in the Vertical/Trigen Indemnification Escrow Account, and (iii) the Vertical/Trigen Shareholders shall not have any liability under Section 9.02(a) for any individual Loss of less than the Mini-Basket and such individual Losses shall not be aggregated for purposes of the preceding clauses (i) and (]); provided, that the limitations on liability in the foregoing clauses (i), (ii) and (iii) shall not apply (A) to the extent a breach of any representation or warranty of the Vertical/Trigen Shareholders or Vertical/Trigen contained in Article IV hereof constitutes actual fraud by any Vertical/Trigen Shareholder or Vertical/Trigen, (B) to any breach of the "Basket Exclusions"Vertical/Trigen Fundamental Representations, or (C) for the avoidance of doubt, to any claims pursuant to Sections 9.02(b) through 9.02(d) (clauses (A) through (C), until collectively, the “Osmotica Excluded Claims”), and Losses on account of Osmotica Excluded Claims instead shall not exceed $100,000,000 in the aggregate indemnification payments(such amount, exclusive the “Vertical/Trigen Excluded Claim Cap” and, together with the Osmotica Excluded Claim Cap, the “Excluded Claim Caps”)). (c) (i) No party shall have any liability for any otherwise indemnifiable Loss to the extent the Vertical/Trigen Indemnitees have been otherwise compensated through the adjustment under Section 1.04; (ii) no party shall have any liability for an otherwise indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the Basket ExclusionsIndemnified Party and is due and payable, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, so long as the case may be, shall be obligated claim for such Loss was timely submitted pursuant to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph Article IX; (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then iii) no party shall be liable for any Losses to the entire $100,000 extent the Vertical/Trigen Indemnitees or the Osmotica Indemnitees, as applicable, failed to reasonably mitigate such Losses in accordance with Laws; and not just $30,000). This Section 9.04(ii(iv) will not apply to no party shall be liable for any otherwise indemnifiable Loss arising out of any breach of any representation, warranty, covenant or agreement of such party unless a claim therefor is asserted with specificity and in writing by the Indemnified Party timely in accordance with Section 9.08, failing which such claim shall be waived and extinguished. (d) For purposes of this Article IX, in determining the failure of any representations or warranties in Article III or Article IV to be true and correct or the breach thereof, and calculating Losses hereunder, any “materiality” or “Material Adverse Effect” qualifications in the representations or warranties made hereunder shall be disregarded, other than (x) those set forth in Sections 3.03 (Non-Contravention and Approvals), 3.05 (Osmotica Financial Statements), 3.06 (No Undisclosed Liabilities), 3.07 (Absence of which Changes)(including, for purposes of Section 3.07(c), as materiality is referenced in Section 5.01(a)), 3.16 (Compliance with Laws), Sections 4.03 (Non-Contravention and Approvals), 4.05 (Vertical/Trigen Financial Statements), 4.06 (No Undisclosed Liabilities), and 4.07 (Absence of Changes) (including, for purposes of Section 4.07(c), as materiality is referenced in Section 5.01(b)), 4.16 (Compliance with Laws), and (y) any party had actual Knowledge at any time prior qualification to the date extent it qualifies a representation requiring a list of specified items on which such representation and warranty is made the Osmotica Disclosure Schedule or any intentional breach by any party of any covenant or obligation, and GRS or the StockholdersVertical/Trigen Disclosure Schedule, as the case may be, will be jointly and severally liable for all damages with respect to such breachesapplicable.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject (a) Notwithstanding anything to the following limitations: contrary in Section 8.2, (i) The Stockholders Sellers shall not be obligated have no obligation to pay indemnify any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing Buyer Indemnified Persons pursuant to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii8.2(a)(i) and (iii), 11.01 8.2(b)(i) unless and 11.02 and Article IV hereof (the "Basket Exclusions"), until such time as the aggregate indemnification payments, exclusive amount of the Basket Exclusions, equals all of claims by Buyer Indemnified Persons for Losses exceeds an amount equal to one percent (11.0%) of the Purchase Price (the "Basket Amount"“Threshold”), whereupon GRS, or at which time the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the full aggregate amount of $100,000, Losses (including the full amount of Losses that were aggregated in calculating whether the Threshold had been reached) shall be paid; and 1% (ii) Sellers’ aggregate liability in respect of claims to indemnify any Buyer Indemnified Persons pursuant to Sections 8.2(a)(i) and 8.2(b)(i) shall not exceed seven percent (7%) of the Purchase Price is $70,000(the “Cap”); provided, however, that neither the Stockholders would then be liable for Threshold nor the entire $100,000 and not just $30,000). This Section 9.04(ii) will not Cap shall apply to any breach Losses arising from a Breach of any Fundamental Representation or Breach of any of those representations and warranties set forth in Sections 3.9 (tax matters), 3.10(f) (tax elections) or 3.15 (employee benefit plans) or in the case of which fraud or criminal or willful misconduct. (b) For purposes of determining the amount of any party had actual Knowledge at any time prior Losses under Sections 6.2(d), 8.2 and 8.3, such amount shall exclude special and punitive damages, except in the case of fraud or criminal or willful misconduct and except to the date on extent such damages were actually awarded, paid or incurred in a third party claim. (c) For purposes of determining the amount of any Losses under Sections 6.2(d), 8.2 and 8.3, such amount shall be (i) reduced by (A) any amount actually received by an indemnitee with respect thereto under any insurance coverage, net of any costs incurred in connection with the collection thereof, including deductibles and self-insured retentions, and (B) any related Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) actually realized by an indemnitee in the taxable period of the Loss (other than in the case of Section 6.2(d) in which case such Tax benefit need not be realized in the taxable period of the Loss), and (ii) increased by any net Tax cost incurred by an indemnitee arising from the receipt of indemnity payments hereunder. In any case where an indemnified person recovers under insurance policies any amount in respect of a matter for which such representation indemnified person was indemnified pursuant to Sections 8.2 or 8.3, such indemnified person shall promptly pay over to indemnifying person (and warranty is made or any intentional breach by any party if the Sellers are the indemnifying persons, to each Seller such Seller’s Pro Rata Percentage of) an amount equal to the lesser of (x) the actual amount of such net insurance proceeds, net of any covenant or obligationcosts incurred in connection with the collection thereof, including deductibles and self-insured retentions, and GRS (y) the actual amount of the indemnification payment previously paid by or on behalf of the Stockholders, as the case may be, will be jointly and severally liable for all damages indemnifying persons with respect to such breachesLosses, in each case, net of amounts specified in the immediately preceding sentence. Each indemnified person shall use commercially reasonable efforts to collect amounts available under insurance coverages; provided that (i) doing so is commercially reasonable and (ii) such obligation shall not be a condition to, or a limitation on, indemnification rights hereunder. (d) For purposes of determining the amount of any Losses under Sections 6.2(d), 8.2 and 8.3, any materiality qualifiers (including Material Adverse Effect), or monetary thresholds to similar effect contained in the applicable representation and warranty shall be deemed to be deleted and shall be given no force or effect. (e) The parties agree to treat any indemnification payments made by or on behalf of Sellers pursuant to Section 6.2(d) and this Section 8 as adjustments to the Purchase Price for income Tax purposes (which treatment Buyers and the Sellers acknowledge is consistent with current Tax provisions of applicable Legal Requirements) unless they are required to treat such payments otherwise as a result of a change in the Tax provisions of applicable Legal Requirements or interpretation thereof in a court case or binding regulation. (f) Notwithstanding anything herein to the contrary and other than in the case of fraud or criminal or willful misconduct of such Seller, no Seller’s aggregate liability for claims for indemnification of Losses, including indemnification under Section 6.2(d), shall exceed that portion of the Purchase Price actually received by such Seller. (g) Notwithstanding anything herein to the contrary, no party shall be entitled to indemnification with respect to any claim for Losses to the extent that the amount thereof, if any, was reflected in the calculation of the Adjustment Amount, as finally determined pursuant to Section 2.5(b).

Limitations on Indemnification. The (a) Notwithstanding anything in this Agreement to the contrary, in no event shall the cumulative indemnification provided for obligations of the Selling Parties under Section 10.02(a)(ii) (other than with respect to the Fundamental Representations or a breach of Section 2.08(b)) and Section 10.02(b) in Sections 9.01 the aggregate exceed an amount equal to $25,000,000, subject to adjustment pursuant to Section 1.14 (the “Cap”); provided, however, that any and 9.02 all breaches constituting fraud or breaches of any covenants or agreements set forth herein shall not be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the ClosingCap. (iib) Neither GRSNotwithstanding anything in this Agreement to the contrary, the Company nor the Stockholders no indemnification claims for Damages shall be obligated asserted by the Buyer Indemnitees pursuant to pay any amounts for indemnification under this Article IX, except those based upon, arising out Section 10.02(a)(ii) (other than with respect to the Fundamental Representations or a breach of Section 2.08(b)) or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiithe Seller Indemnitees pursuant to Section 10.02(c)(ii), 11.01 respectively, under Article 10 unless the aggregate amount of Damages that would otherwise be payable under Section 10.02(a)(ii), on the one hand, and 11.02 and Article IV hereof Section 10.02(c)(ii), on the other hand, exceed an amount equal to $2,333,333, subject to adjustment pursuant to Section 1.14 (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "“Basket Amount"”), whereupon GRS, the Buyer Indemnitees or the Company and StockholdersSeller Indemnitees, as the case may be, shall be obligated entitled to pay any indemnification payments, including receive all amounts for Damages in excess of the Basket Amount, in fullAmount up to the Cap. It is expressly understood that For the sake of clarity the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to indemnification claims for Damages asserted by the Buyer Indemnitees pursuant to Section 10.02(b). (c) No party hereto shall be obligated to indemnify any breach of other Person with respect to (i) any representations and warranties of which any representation, warranty, covenant or condition specifically waived in writing by the other party had actual Knowledge at any time on or prior to the date on which Closing and (ii) any Damages to the extent that such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or Damages are expressly reserved for in the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesSeparate Balance Sheet Data.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to (a) Notwithstanding the following limitations: provisions of this Article X, (i) The Stockholders no Acquiror Indemnified Party shall be entitled to indemnification pursuant to Section 10.2(a)(i) (other than with respect to Seller Specified Representations) or pursuant to Section 10.2(a)(ii) for breach by Sellers of Section 7.4 or the last sentence of Section 5.7 (A) with respect to any claim or series of related claims unless and until the amount of all Losses incurred by all Acquiror Indemnified Parties with respect to such claim or series of related claims exceed on a cumulative basis an amount equal to $250,000 (such amount, the “Per-Claim Threshold Amount”) in which case the Acquiror Indemnified Parties shall, subject to this Section 10.4(a), be entitled to indemnification pursuant to Section 10.2 with respect to the full amount of Losses relating to such claim or series of related claims, and (B) unless and until the aggregate amount of all Losses incurred by all Acquiror Indemnified Parties for which such Acquiror Indemnified Parties would, but for this Section 10.4(a)(i), be entitled to indemnification pursuant to Section 10.2(a)(i) and Section 10.2(a)(ii) for breach by Sellers of Section 7.4 or the last sentence of Section 5.7 exceeds $4,750,000 (the “Indemnification Deductible”), and then only to the extent of such excess, (ii) in no event shall the aggregate amount to be paid as indemnification pursuant to Section 10.2(a)(i) (other than with respect to Seller Specified Representations) and pursuant to Section 10.2(a)(ii) for breach by Sellers of Section 7.4 or the last sentence of Section 5.7 exceed $37,875,000 (the “Cap”), (iii) no Seller Indemnified Party shall be entitled to indemnification pursuant to Section 10.2(b)(i) (other than with respect to Acquiror Specified Representations) or pursuant to Section 10.2(b)(ii) for breach by Acquiror of Section 7.4 (A) with respect to any claim or series of related claims unless and until the amount of all Losses incurred by all Seller Indemnified Parties with respect to such claim or series of related claims exceed on a cumulative basis the Per-Claim Threshold Amount in which case the Seller Indemnified Parties shall, subject to this Section 10.4, be entitled to indemnification pursuant to Section 10.2(b) with respect to the full amount of Losses relating to such claim or series of related claims, and (B) unless and until the aggregate amount of all Losses incurred by all Seller Indemnified Parties for which such Seller Indemnified Parties would, but for this Section 10.4(a)(iii), be entitled to indemnification pursuant to Section 10.2(b)(i) and Section 10.2(b)(ii) for breach of Section 7.4 exceeds the Indemnification Deductible, and then only to the extent of such excess, (iv) in no event shall the aggregate amount to be paid as indemnification pursuant to Section 10.2(b)(i) (other than with respect to Seller Specified Representations) and pursuant to Section 10.2(b)(ii) for breach of Section 7.4 exceed the Cap, (v) notwithstanding anything to the contrary in the Agreement, in no event shall the aggregate amount to be paid by Sellers as indemnification pursuant to Section 7.2 and this Article X exceed an amount equal to the Purchase Price, and (vi) in no event shall the aggregate amount to be paid by Acquiror as indemnification pursuant to Section 7.2 and this Article X exceed an amount equal to the Purchase Price. Furthermore, the rights of the Acquiror Indemnified Parties to indemnification with respect to (x) the Section 10.2(a)(v) Indemnified Matters shall be limited as provided on Schedule 10.2(a)(v) and (y) the Section 10.2(a)(vi) Indemnified Matters shall be limited as provided on Schedule 10.2(a)(vi). (b) No Indemnified Party will be entitled to indemnification to the extent of any Losses that a court of competent jurisdiction has determined by final non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of the party seeking indemnification (provided that the bad faith, gross negligence or willful misconduct of any Company prior to the Closing shall not affect the Acquiror Indemnified Parties’ indemnification rights). (c) Notwithstanding any other provision of this Agreement to the contrary, (i) no Indemnified Party shall be obligated entitled to pay any amounts for indemnification under this Article IX X for any Losses to the extent such Losses reduced Closing Date Working Capital or increased Closing Date Indebtedness or Closing Date Company Transaction Expenses, in each case as finally determined pursuant Section 2.6 and (ii) no Indemnified Party shall be entitled to indemnification (x) under this Article X for (A) punitive damages (except to the extent payable to a third party in connection with a Third-Party Claim) or (B) lost profits, diminution in value or any “multiple of profits”, “multiple of cash flows” or similar measure (except to the extent payable to a third party in connection with a Third-Party Claim) or (y) with respect to a claim for Section 7.2 or Section 10.2(a)(i) (other than for breach of Section 3.11, Section 3.19 or any representation related to compliance with Laws set forth in the first seven sentences of Section 3.21), Section 10.2(a)(v), or Section 10.2(b)(i), for any special, consequential or incidental damages (and, for the avoidance of doubt, in no event shall the provisions of clause (x) insofar as it presents limitations on indemnification related to lost profits or diminution in value limit, directly or indirectly, Losses to which an Indemnified Party is entitled to indemnification in accordance with this clause (y)); provided that for the avoidance of doubt, to the extent that any Seller covenants or agrees to be responsible for a Liability or Loss under this Agreement except to the extent that such Liability or Loss is included as a current liability or contra-asset is included in the calculation of Closing Date Working Capital, the reduction in indemnification rights of Acquiror Indemnified Parties pursuant to clause (i) of this Section 10.4(c) shall be without duplication to the current liability or contra-asset that reduced the Sellers’ responsibility for such Liability or Loss in the first instance (such that, by way of example, if a particular Liability for which Seller has agreed to be responsible pursuant to this Agreement was $300,000 and the current liability included in Closing Date Working Capital with respect thereto was $200,000, the $100,000 that Sellers agreed to be responsible for shall not be reduced by application of clause (i) of this Section 10.4(c)). (d) In determining the amount of any Losses for which the Indemnified Parties are entitled to assert a claim for indemnification hereunder, the amount of any such Losses will be determined after deducting therefrom (i) the amount of any Tax benefit or Relief arising out of or in connection with the incurrence of the Losses for which indemnity is sought that is actually realized by any Losses based uponsuch Indemnified Parties during the year in which the Loss occurred or the following year, arising out (ii) the amount of any insurance proceeds from a third-party insurer (but not a captive insurance company) actually received by such Indemnified Parties in respect of such Losses, in each case net of direct costs and expenses (including direct collection expenses and any retention amounts) incurred by such Indemnified Parties or their Affiliates and (iii) any other amounts actually recovered from a third party pursuant to indemnification or otherwise in respect of any inaccuracy Losses. All Indemnified Parties shall use reasonable best efforts to mitigate all Losses for which such Indemnified Parties are entitled or breach disclosed in writing may be entitled to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IXX. In the event that an Indemnified Party is entitled to any insurance, except those based uponindemnification or other recovery from any third party (including, arising out of or otherwise without limitation, as provided in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiithe Lease pursuant to which the China Facility is leased), 11.01 or to any Tax benefit or Relief, with respect to any Losses for which such Indemnified Party seeks indemnification, such Indemnified Party shall use reasonable best efforts, the cost and 11.02 and Article IV hereof (the "Basket Exclusions")expenses of which shall be considered Losses hereunder, until the aggregate to obtain any such indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholdersrecovery from such third party or Tax benefit or Relief, as the case may be. In the event that any insurance proceeds, Tax benefits, Relief or other amounts from any third party are actually recovered or realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, Tax benefits, Relief or other amounts relate, a portion of such indemnification payment equal to the lesser of the amounts so recovered or realized and the amount of the indemnification payment previously received from the Indemnifying Party by the Indemnified Party, less all costs, fees and expenses incurred in seeking and collecting such recovery and realization, shall promptly be obligated refunded to pay the Indemnifying Party. A Tax benefit or Relief shall be actually realized if and to the extent that the Indemnified Party’s cumulative Liability for Taxes through a taxable period (including in the taxable year in which the Loss occurred and the following taxable year) taking into account the relevant Loss is less than such Indemnified Party’s cumulative Liability for Taxes through such period calculated without regard to such Loss, taking into account such Loss as the last item of deduction or expense in any period. (e) No Indemnified Party shall be entitled to recover any amount relating to any matter arising under one provision of this Agreement to the extent such Indemnified Party (or other Acquiror Indemnified Parties in the event of an Acquiror Indemnified Party, or other Seller Indemnified Parties in the event of a Seller Indemnified Party) had already recovered such amount with respect to the same matter pursuant to that or other provisions of this Agreement. In addition, no Acquiror Indemnified Party shall be entitled to indemnification paymentswith regard to any item to the extent included in the Estimated Closing Statement or a Dispute Notice and subsequently compromised. (f) Notwithstanding anything herein to the contrary, the Acquiror Indemnified Parties will not be entitled to indemnification with respect to any such claim to the extent that the discovery of such claim resulted from any invasive testing of soil, sediment or groundwater conditions at any Owned Real Property or Leased Real Property conducted by or on behalf of any Acquiror Indemnified Party, other than any such testing (i) required by any Governmental Authority or Environmental Laws; (ii) necessary or appropriate in connection with any bona fide construction, subsurface maintenance or repair activity at any Owned Real Property or Leased Real Property; (iii) necessary to respond to a Third Party Claim or facts that indicate a potentially significant risk to human health or the environment; or (iv) related to remediation or corrective action that had first commenced prior to the Closing Date (g) In no event shall Acquiror or any of the Companies have any Liability whatsoever to any Seller (or any Affiliate of any Seller) for breaches of the representations, warranties, covenants or agreements of Sellers, and Sellers shall not (and shall cause their Affiliates not to), seek indemnification, contribution, reimbursement, subrogation or other similar rights of payment under common law from the Companies in respect of any representation, warranty, covenant or agreement made by Sellers pursuant to this Agreement. (h) Notwithstanding anything to the contrary herein, nothing in this Section 10.4 shall operate to limit any claim by any Indemnified Party for fraud in connection with the transactions contemplated by this Agreement. (i) No indemnity shall be provided under Section 10.2(a) for any Losses to the extent such Losses arise out of or are in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business. (j) Notwithstanding any other provision of this Agreement to the contrary, no Indemnified Party shall be entitled to indemnification under this Article X to the extent of any Losses which occur or are increased as a result of the entry into force of, or any change in, after the Closing Date, via final legislative action, including via the enactment into force of any statute or law or treaty by any Governmental Authority (including any increase in the Tax rates or any new Tax or any withdrawal of Relief), even if such entry into force or change has retroactive effect; provided, this Section 10.4(j) shall not be read to exempt Sellers from liability for (i) any change, statement or other practice of any Governmental Authority, including the Basket Amountissuance of regulations, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for exampleguidance or rulings, if the indemnity claims for which GRS or the Stockholders wouldGovernmental Order, but for the provisions of this subparagraph ordinance; (ii)) any change, be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach statement or other decision of any representations and warranties of which court, (iii) any party had actual Knowledge change targeted specifically at counteracting a Tax avoidance scheme, or (iv) any time prior obligation to pay Taxes in connection with the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachestransactions contemplated hereby.

Limitations on Indemnification. The (a) A Party may assert a claim for indemnification provided for in Sections 9.01 and 9.02 shall be subject pursuant to this Article X only to the following limitations: extent the Indemnitee gives a Notice of Third Party Claim or Notice of Direct Loss, as applicable, with respect to such claim, to the Indemnifying Party (i) The Stockholders shall not be obligated for claims pursuant to pay any amounts Section 10.2(a)(ii) or Section 10.2(b)(ii), prior to the expiration of the applicable time period set forth in Section 10.1; (ii) for claims pursuant to Section 10.2(a)(i) or Section 10.2(b)(i), within fifteen (15) months following the Closing Date; (iii) for claims pursuant to Section 10.2(a)(iv), within five years following the Closing Date; and (iv) for claims pursuant to Section 10.2(a)(v) or Section 10.2(a)(vi), within three years following the Closing Date. Any claim for indemnification under by Buyer with respect to which a Notice of Third Party Claim or Notice of Direct Loss is received by Seller within the applicable time frame set forth in the foregoing sentence shall be deemed timely made regardless of whether Buyer has at such point begun to comply with its obligations pursuant to Section 10.2(c). Any claim for indemnification not made in accordance with Section 10.3 and the foregoing sentence by a Party on or prior to the applicable date set forth in Section 10.1 or this Section 10.4(a), and the other Party’s indemnification obligations with respect thereto, will be irrevocably and unconditionally released and waived. (b) Notwithstanding any other provision of this Article IX arising out of X: (i) Seller will not have any indemnification obligations for Indemnifiable Losses based uponunder Sections 10.2(a)(i), arising out of or otherwise 10.2(a)(ii), 10.2(a)(iv), 10.2(a)(v), and 10.2(a)(vi) (A) for any individual item where the Loss relating thereto is less than $100,000 and (B) in respect of any inaccuracy each individual item where the Loss relating thereto is equal to or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRSgreater than $100,000, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in unless the aggregate amount of all such Losses exceeds $100,0005,000,000, and 1then only to the extent of such excess; and (ii) in no event will the aggregate indemnification to be paid by Seller under Sections 10.2(a)(i), 10.2(a)(ii), 10.2(a)(iv), 10.2(a)(v), and 10.2(a)(vi) exceed 25% of the Purchase Price is $70,000Price. Notwithstanding the foregoing, (x) the Stockholders would then be liable for the entire $100,000 limitations set forth in Sections 10.4(b)(i) and not just $30,000). This Section 9.04(ii10.4(b)(ii) will not apply to claims asserted by Buyer for breaches of Sections 5.1, 5.2, 5.3(a), 5.7, 5.15, 5.16, and 5.17, (y) the aggregate indemnification to be paid by Seller under Section 10.2(a)(ii) with respect to breaches of Sections 5.7 and 5.17, will not exceed 50% of the Purchase Price, less any other indemnification payments made by Seller pursuant to Sections 10.2(a)(i) and 10.2(a)(ii), and (z) the aggregate indemnification to be paid by Seller under Section 10.2(a)(ii) with respect to breaches of Sections 5.1, 5.2, 5.3(a), and 5.16, will not exceed 100% of the Purchase Price, less any other indemnification payments made by Seller pursuant to Sections 10.2(a)(i) and 10.2(a)(ii). (c) Notwithstanding any other provision of this Article X: (i) Buyer will not have any indemnification obligations for Indemnifiable Losses under Sections 10.2(b)(i) and 10.2(b)(ii) (A) for any individual item where the Loss relating thereto is less than $100,000 and (B) in respect of each individual item where the Loss relating thereto is equal to or greater than $100,000, unless the aggregate amount of all such Losses exceeds $5,000,000, and then only to the extent of such excess; and (ii) in no event will the aggregate indemnification to be paid by Buyer under Sections 10.2(b)(i) and 10.2(b)(ii) exceed 25% of the Purchase Price. Notwithstanding the foregoing, (x) the limitations set forth in Sections 10.4(b)(i) and 10.4(b)(ii) will not apply to claims asserted by Seller for breaches of Sections 6.1, 6.2, 6.3(a), and 6.6, and (y) the aggregate indemnification to be paid by Buyer under Section 10.2(b)(ii) with respect to breaches of Sections 6.1, 6.2, 6.3(a), and 6.6 will not exceed 100% of the Purchase Price, less any other indemnification payments made by Buyer pursuant to Sections 10.2(b)(i) and 10.2(b)(ii). (d) No representation or warranty of either Party contained herein will be deemed untrue or incorrect, and such Party will not be deemed to have breached a representation, warranty, or covenant as a consequence of the existence of any fact, circumstance, action, or event that is permitted to be taken by such Party under the terms of this Agreement, or that is disclosed in this Agreement, any Schedule, or Exhibit hereto. (e) Notwithstanding anything contained in this Agreement to the contrary, except for the representations and warranties contained in this Agreement, neither Seller nor any other Person is making any other express or implied representation or warranty with respect to Seller, the Purchased Assets, the Assumed Obligations or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller or its Affiliates, officers, directors, employees, agents, or representatives, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS. Any claims Buyer may have for breach of any representation or warranty must be based solely on the representations and warranties of Seller set forth in this Agreement. In furtherance of the foregoing, except for the representations and warranties contained in this Agreement, Buyer acknowledges and agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person for, and Seller hereby disclaims all liability and responsibility for, any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Buyer or any of Buyer’s Representatives, including any confidential memoranda distributed on behalf of Seller relating to the Purchased Assets or the Assumed Obligations or other publications or data room information provided to Buyer or Buyer’s Representatives, or any other document or information in any form provided to Buyer or Buyer’s Representatives in connection with the sale of the Purchased Assets, the assumption of the Assumed Obligations, and the transactions contemplated hereby (including any opinion, information, projection, or advice that may have been or may be provided to Buyer or Buyer’s Representatives by Seller or any of Seller’s Representatives). BUYER HEREBY ACKNOWLEDGES THAT, EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V, THE PURCHASED ASSETS ARE BEING PURCHASED ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS. Notwithstanding the foregoing, nothing contained in this Section 10.4(e) shall limit in any respect any remedy to which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party Party may be entitled in respect of any covenant fraudulent breach of this Agreement or obligation, and GRS or other fraud by the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesother Party.

Limitations on Indemnification. (a) The indemnification provided for in Sections 9.01 obligations to indemnify and 9.02 shall be subject to the following limitations: hold harmless a party hereto, (i) The Stockholders pursuant to SECTION 8.1(a) and SECTION 8.2(a), shall not be obligated terminate when the applicable representation or warranty terminates pursuant to pay any amounts for indemnification under this Article IX arising out of any Losses based uponSECTION 9.7, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRSpursuant to SECTION 8.1(b) and SECTION 8.2(b), shall not terminate, and (iii) pursuant to SECTION 8.1(c) and SECTION 8.1(d), shall terminate after the Company nor first anniversary of the Stockholders shall be obligated Initial Closing Date; provided, however, that, as to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 clauses (iii) and (iii)) above, 11.01 such obligation to indemnify and 11.02 hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the indemnifying party. (b) The Sellers shall have no liability under SECTION 8.1, and Article IV hereof (the "Basket Exclusions")AIMCO shall have no liability under SECTION 8.2, unless and until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims Damages for which GRS or the Stockholders wouldindemnification is sought under such Section exceed $1,000,000, but and then only for the provisions of this subparagraph (ii)amount by which such Damages exceed $1,000,000; provided, be liable is in the aggregate amount of $100,000however, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will that such limitation shall not apply to any intentional breach or any of the matters referred to in SECTION 8.4(c). (c) In the event that the Sellers are obligated to indemnify AIMCO or any of its Representatives pursuant to SECTION 8.1(a), (c) or (d) as a result of a loss by NHP or any of its subsidiaries, or modification in a manner adverse to NHP or any of its subsidiaries, of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made right or benefit under, or any intentional breach termination, cancellation or non-renewal of, any Contract, in effect as of the Initial Closing Date, pursuant to which NHP or any of its subsidiaries provides property management services (including, without limitation, services provided to or for the Oxford Properties), Damages shall be calculated by any party multiplying (i) that portion of the aggregate annualized revenues lost by NHP and its subsidiaries as a result of all such losses, modifications, terminations, cancellations and non-renewals (reduced by the amount of any covenant or obligationcompensatory payments received in respect thereof, other than payments by the Sellers and GRS Phemus under this Agreement or the StockholdersGuaranty) that exceeds $3.0 million, as the case may be, will be jointly and severally liable for all damages with respect to such breachesby (ii) 3.6.

Limitations on Indemnification. The indemnification provided for in (a) Notwithstanding Sections 9.01 10.2, 10.3, 10.4, 10.5, 10.6 and 9.02 shall be 10.7 hereof, the rights and obligations under this Article X of the JV Indemnitees, the AMD Indemnitees and the Fujitsu Indemnitees are subject to the following limitationsfollowing: (i) The Stockholders the JV Indemnitees, the AMD Indemnitees and the Fujitsu Indemnitees shall not be obligated entitled to pay any amounts recovery under Sections 10.2(a)(i), 10.3(a)(i) 10.6(a) or 10.7(a), unless the claim for indemnification under is made within the time period of survival set forth in Section 10.1; provided, that if any claim for indemnification pursuant to this Article IX arising out of any Losses based upon, arising out of Agreement which relates to a representation or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS warranty is made prior to the Closing.time such representation or warranty terminates under Section 10.1, then such representation and warranty shall survive solely for purposes of such claim until such time as it has been finally resolved in accordance with the terms of this Agreement; (ii) Neither GRSthe JV Indemnitees shall not be entitled to any indemnification hereunder under Section 10.2(a)(i) unless and until the Losses that the JV Indemnitees are entitled to be indemnified for under Section 10.2(a)(i) of this Agreement and Section 9.2(a) of the AMD Asset Purchase Agreement exceed, in the Company nor aggregate, US$15 million (the Stockholders “AMD Deductible”), in which event the JV Indemnitees shall be obligated entitled to pay recover all such Losses, excluding Losses included in the determination of the AMD Deductible; (iii) the JV Indemnitees shall not be entitled to any amounts indemnification hereunder under Section 10.3(a)(i) unless and until the Losses that the JV Indemnitees are entitled to be indemnified for under such Section exceed, in the aggregate, US$15 million (the “Fujitsu Deductible”), in which event the JV Indemnitees shall be entitled to recover all such Losses, excluding Losses included in the determination of the Fujitsu Deductible; (iv) a Fujitsu Indemnitee shall not be entitled to any indemnification under Section 10.6 unless (A) the Loss is the result of a Third Party Claim made or threatened directly against such Fujitsu Indemnitee, or (B) if clause (A) is not applicable, Fujitsu determines in good faith that the Losses that the Fujitsu Indemnitees are entitled to be indemnified for under Section 10.6 and Section 9.4 of the AMD Asset Purchase Agreement exceed, in the aggregate, US$100 million (the “AMD Threshold”), in which event the Fujitsu Indemnitees shall be entitled to recover all such Losses, including Losses included in the determination of the AMD Threshold; (v) an AMD Indemnitee shall not be entitled to any indemnification under Section 10.7 unless (A) the Loss is the result of a Third Party Claim made or threatened directly against such AMD Indemnitee, or (B) if clause (A) is not applicable, AMD determines in good faith that the Losses that the AMD Indemnitees are entitled to be indemnified for under Section 10.7 exceed, in the aggregate, US$100 million (the “Fujitsu Threshold”), in which event the AMD Indemnitees shall be entitled to recover all such Losses, including Losses included in the determination of the Fujitsu Threshold; and (vi) the aggregate maximum liability (A) of AMD to the JV Indemnitees and the Fujitsu Indemnitees, collectively, for Losses under Section 10.2(a)(i) and 10.6(a) of this Article IXAgreement together with Losses under Section 9.2(a) and Section 9.4(a) of the AMD Asset Purchase Agreement and (B) of Fujitsu to the JV Indemnitees and the AMD Indemnitees, except those based uponcollectively, arising out for Losses under Section 10.3(a)(i) and Section 10.7(a), in the case of or otherwise in respect each of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (iiA) and (iiiB) shall not in any event exceed US$400 million. (vii) if, based upon a substantially identical underlying factual basis, (A) an arbitrator, court, tribunal or other judicial authority determines in an enforceable award, judgment or decision that AMD or an Affiliate of AMD shall make payments to, or on behalf of, the Joint Venture, and to or on behalf of Fujitsu or an Affiliate of Fujitsu, in satisfaction of a breach of contract claim, indemnification claim, enforcement action or other legal or equitable claims of the Joint Venture and of Fujitsu or an Affiliate of Fujitsu (other than in each case, for indemnification of Fujitsu or an Affiliate of Fujitsu against a Third Party Claim), 11.01 related to any Transaction Document or the transactions contemplated thereunder, and 11.02 (B) AMD makes the payments in satisfaction of the claims of the Joint Venture, the amounts payable to, or on behalf of, Fujitsu or its Affiliate by AMD or its Affiliate shall be reduced by an amount equal to the product of (X) Fujitsu’s Membership Interest at the time of the claim of the Joint Venture multiplied by (Y) the aggregate amount paid by AMD to, or on behalf of, the Joint Venture, in satisfaction of the claim of the Joint Venture. (viii) if, based upon a substantially identical underlying factual basis, (A) an arbitrator, court, tribunal or other judicial authority determines in an enforceable award, judgment or decision that Fujitsu or an Affiliate of Fujitsu shall make payments to, or on behalf of, the Joint Venture, and Article IV hereof to or on behalf of AMD or an Affiliate of Fujitsu, in satisfaction of a breach of contract claim, indemnification claim, enforcement action or other legal or equitable claims of the Joint Venture and of AMD or an Affiliate of AMD (the "Basket Exclusions"other than in each case, for indemnification of AMD or an Affiliate of AMD against a Third Party Claim), until related to any Transaction Document or the transactions contemplated thereunder, and (B) Fujitsu makes the payments in satisfaction of the claim of the Joint Venture, the amounts payable to, or on behalf of, AMD or its Affiliate by Fujitsu or its Affiliate shall be reduced by an amount equal to the product of (X) AMD’s Membership Interest at the time of the claim of the Joint Venture multiplied by (Y) the aggregate indemnification paymentsamount paid by Fujitsu to, exclusive or on behalf of, the Joint Venture, in satisfaction of the Basket Exclusions, equals one percent (1%) claim of the Purchase Price Joint Venture. (b) The parties hereto agree that irreparable damage would occur if the "Basket Amount")representations and warranties set forth in Section 5.22 or 6.22 are breached. Accordingly, whereupon GRSAMD, or AMD Investments and the Company and Stockholders, as the case may be, Joint Venture shall be obligated entitled to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for specifically enforce the provisions of this subparagraph (ii), be liable is Section 10.3(b) as provided in the aggregate amount of $100,000Section 12.11, and 1% Fujitsu, Fujitsu Sub and the Joint Venture shall be entitled to specifically enforce the provisions of Section 10.2(b) as provided in Section 12.11, in each case in addition to any other remedy to such parties are entitled at law or in equity. (c) The parties shall make appropriate adjustments for insurance proceeds actually received (with respect to Losses) in calculating such Losses under this Agreement. Any insurance proceeds actually recovered by an indemnified party to the extent relating to any Losses previously paid by an Indemnifying Party hereunder shall be paid over promptly to such Indemnifying Party. All indemnification payments made pursuant to this Article X shall be made on an After Tax Basis. (d) Following the Closing, the indemnification provisions in this Article X shall provide the exclusive remedy for any breach of the Purchase Price is $70,000representations and warranties set forth in this Agreement. (e) Notwithstanding anything herein to the contrary, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This limitations set forth in this Section 9.04(ii) will 10.8 shall not apply to any breach claims arising out of any fraud in the making of the representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesset forth herein.

Limitations on Indemnification. The indemnification provided for (a) Notwithstanding anything in Sections 9.01 and 9.02 shall be subject this Agreement to the following limitations: contrary, (a) Seller will not have any liability under Section 8.02(c) (other than with respect to a breach of any of the Seller Specified Representations) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) and then only to the extent of such excess; (b) Seller’s aggregate liability under Section 8.02(c) (other than with respect to a breach of Sections 2.01 (Organization), 2.02 (Authority), 2.11 (Brokers), 2.12 (Title), 2.13(a)-(c) (Wimbledon Assets), 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entities) (the “Seller Specified Representations”)) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) The Stockholders shall Acquiror will not be obligated have any liability under Section 8.01(c) (other than with respect to pay a breach of any amounts of the Acquiror Specified Representations) unless the aggregate liability for indemnification Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (ii) Acquiror’s aggregate liability under this Article IX Section 8.01(c) (other than with respect to a breach of Section 3.02 (Authorization) (the “Acquiror Specified Representations”)) will not exceed the Cap; (d) no party will have any liability under Section 8.01(c) or 8.02(c) for any Loss arising out of any Losses based upon, 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 (d)), unless such Loss exceeds $25,000, and any Losses that are disregarded pursuant to this clause (d) will not be aggregated for purposes of the preceding clauses (a) through (c); (e) neither Seller nor Acquiror will have any liability under Section 8.02(c) or Section 8.01(c), for any otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior indemnifiable Loss to the Closingextent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to any of the limitations contemplated in this Section 8.07 or be included in any calculation of whether any cap or similar metric was met. This Section 8.07 will not apply to indemnification for Taxes, which shall be governed exclusively by Article IX. (iib) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect For purposes of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii8.01(c) and (iii8.02(c), 11.01 any qualification in any such representation or warranty as to materiality or Snacks Business MAE will be taken into account for purposes of determining whether such representation or warranty has been breached, but in the event that such representation or warranty has been determined to have been breached, such qualification as to materiality or Snacks Business MAE will thereafter be disregarded for purposes of determining the amount of Losses arising from such breach and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, Acquiror or the Company and StockholdersSeller, as the case may be, shall be obligated to pay any indemnification payments, including may recover the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate entire amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior such Losses subject only to the date on which such representation Deductible and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesCap.

Limitations on Indemnification. The (a) Seller will have no Liability pursuant to Section 10.02(a)(i) with respect to Losses for which indemnification is provided for in Sections 9.01 and 9.02 thereunder, except to the extent the aggregate amount of such Losses under Section 10.02(a)(i) exceeds an amount equal to $500,000 (the “Basket”); provided, however, such Basket shall not apply to Seller’s indemnification obligations under Section 10.02(a)(i), to the extent related to breaches of any of the Fundamental Representations (with the exception of breaches of Section 3.10, which will continue to be subject to the following limitations:Basket) or in the case of Fraud. (ib) The Stockholders shall Seller will not be obligated to pay any amounts have Liability, individually or in the aggregate, for indemnification under this Article IX arising out pursuant to Section 10.02(a)(i) and Section 10.02(a)(iii) with respect to Losses for which indemnification is provided thereunder to the extent that such indemnification payments, together with indemnification payments pursuant to Section 8.01 of any Losses based uponthe MSR Purchase Agreement, arising out of or otherwise made in respect of any inaccuracy and all such Losses exceed, in the aggregate, an amount equal to $[***] (the “Cap”), in which case Seller will not be liable, individually or breach disclosed in writing the aggregate, for the portion of any such Losses in excess of such Cap; provided, however, that such Cap shall not apply to GRS and specifically waived in writing by GRS prior Seller’s indemnification obligations under Sections 10.02(a)(i) to the Closingextent related to breaches of any of the Fundamental Representations or in the case of Fraud. (iic) Neither GRSSubject to the other limitations set forth in this Section 10.05 or otherwise in this Agreement, in no event, other than for Fraud, will Seller’s Liability for indemnification pursuant to Section 10.02(a)(i) (but only with respect to Fundamental Representations) or Section 10.02(a)(ii) exceed, in the Company nor aggregate, an amount equal to the Stockholders Purchase Price. (d) Purchaser will have no Liability pursuant to Section 10.03(a)(i) with respect to Losses for which indemnification is provided thereunder, except to the extent the aggregate amount of such Losses under Section 10.03(a)(i) exceeds an amount equal to the Basket, and then only in respect of such excess; provided, however, that such Basket shall not apply to Purchaser’s indemnification obligations under Section 10.03(a)(i) to the extent related to breaches of any of the Fundamental Representations or in the case of Fraud. (e) Purchaser will have no Liability for indemnification pursuant to Section 10.03(a)(i) with respect to Losses for which indemnification is provided thereunder to the extent that indemnification payments made in respect of any and all such Losses exceed, in the aggregate an amount equal to the Cap, in which case Purchaser will not be obligated liable for the portion of such Losses in excess of such Cap; provided, however, that such Cap shall not apply to pay Purchaser’s indemnification obligations under Section 10.03(a)(i) to the extent related to breaches of any amounts of the Fundamental Representations or in the case of Fraud. (f) Subject to the other limitations set forth in this Section 10.05 or otherwise in this Agreement, in no event, other than for Fraud, will Purchaser’s Liability for indemnification pursuant to Section 10.03(a)(i) or Section 10.03(a)(ii) exceed, in the aggregate, an amount equal to the Purchase Price. (g) Notwithstanding the fact that any indemnified party may have the right to assert claims for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02more than one provision of this Agreement or under any Transaction Agreement in respect of any fact, 3.21event, 3.28condition or circumstance, 5.22no indemnified party shall be entitled to recover the amount of any Loss suffered by such indemnified party more than once, 5.29regardless of whether such Loss may be as a result of a breach of more than one representation, 9.01 warranty, obligation or covenant or otherwise under this Agreement or any Transaction Agreement. (iih) The representations, warranties and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive covenants of the Basket Exclusionsindemnifying party, equals one percent (1%) and an indemnified party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Purchase Price indemnified party (including by any of its Representatives) or by reason of the "Basket Amount")fact that the indemnified party or any of its Representatives knew or should have known that any such representation or warranty is, whereupon GRS, was or might be inaccurate or by reason of the Company and Stockholdersindemnified party’s waiver of any condition set forth in Section 8.02 or Section 8.03, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breaches.

Limitations on Indemnification. The indemnification provided (a) No Indemnified Party will be entitled to recover for in Sections 9.01 and 9.02 shall be subject Losses under Section 9.2(a), other than with respect to the following limitationsCertain IIA Representations and the Tax Representations to which this Section 9.4(a) does not apply, (i) that individually are in an amount of $25,000 or less (a “Minor Claim”) and which Minor Claims that are substantially related may be aggregated, or (ii) unless and until Losses (excluding Minor Claims) aggregate to an amount in excess of $325,000 (the “Basket”), in which case, the Indemnifying Party will be liable for the amount of all Losses sought by the Indemnified Party from the first dollar (i.e., including and in excess of the Basket). (b) With respect to any Losses suffered or incurred by a Purchaser’s Indemnified Party under Section 9.2(a), such Purchaser’s Indemnified Party shall: (i) The Stockholders first recover such Losses from the Holdback Amount until the Holdback Amount has been depleted or released to Seller pursuant to Section 9.1(b) before pursuing any other remedy hereunder; (ii) next, following depletion or release of the Holdback Amount, be entitled to recover directly from Seller, subject to the passing of the Applicable Survival Date and the following limitations: the aggregate amount of all Losses for which the Purchaser Indemnified Parties shall be entitled to recover (A) under Section 9.2(a)¸other than with respect to Losses associated with breaches of Intellectual Property Representations, Certain IIA Representations or Tax Representations, shall not exceed $6,500,000; (B) with respect to Losses associated with breaches of the Intellectual Property Representations shall not exceed $13,000,000; and (C) for Losses associated with breaches of the Certain IIA Representations, Tax Representations or under Sections 9.2(b), 9.2(c), 9.2(d), 9.2(e), 9.2(f), or 9.2(g) shall not exceed the aggregate amount of the Purchase Price. (c) The aggregate indemnification obligations of Seller and of Purchaser, respectively, shall be capped at the amount of the Purchase Price actually received by Seller, except in the case of Fraud (but exclusively to such claim of Fraud and any claims substantially related to Fraud). (d) Each of the representations, warranties, covenants, agreements or other obligations contained herein that contains any “Material Adverse Effect,” “material,” “in all material respects,” or similar materiality qualifications shall be read as though such qualifications were not contained therein for the purposes of determining the amount of Losses to which such Indemnified Party may be entitled under this Article IX. (e) Notwithstanding anything to the contrary in this Agreement, any amounts payable pursuant to the indemnification obligations under this Agreement shall be paid without duplication and in no event shall (i) any Indemnifying Party be obligated to pay indemnify any amounts for indemnification under this Article IX arising out of Indemnified Party with respect to any Losses based upon, arising out with respect to any matter to the extent such matter was taken into account in determining the final Purchase Price pursuant to Section 2.3; or (ii) any Indemnified Party be indemnified under different provisions of or otherwise this Agreement for the same Losses so as to result in a duplicative recovery. (f) Amounts in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing Losses payable by GRS prior any Indemnifying Party pursuant to the Closing. indemnification obligations under this Agreement shall be reduced by (i) any amounts actually received from third parties by or on behalf of the Indemnified Party (including applicable insurance proceeds) and (ii) Neither GRS, any insurance proceeds (net of direct collection expenses) actually recovered by the Company nor the Stockholders shall be obligated Indemnified Party (such amounts and benefits are collectively referred to pay herein as “Indemnity Reduction Amounts”). If any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise Indemnified Party receives any Indemnity Reduction Amounts in respect of Sections 3.02a claim for which indemnification is provided under this Agreement after the full amount of such claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such claim, 3.21then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (x) the amount theretofore paid by the Indemnifying Party in respect of such claim, 3.28, 5.22, 5.29, 9.01 less (iiy) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive amount of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, indemnity payment that would have been due if such Indemnity Reduction Amounts in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if respect thereof had been received before the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachespayment was made.

Limitations on Indemnification. The indemnification provided for (a) Except as set forth in Sections 9.01 and 9.02 Section 11.6(c), no party hereto shall be subject required to the following limitations: indemnify, defend or hold harmless any Person pursuant to this Article XI: (i) The Stockholders shall not be obligated unless a Claim Notice is timely delivered pursuant to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. XI; (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) unless and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive Losses of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount")Purchaser Group Member, whereupon GRS, or the Company and Stockholders, as in the case may be, shall be obligated to pay any of indemnification payments, including by the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Sellers under Section 9.04(ii11.2(a) will not apply with respect to any breach of any representations representation and warranties warranty of the Sellers contained in this Agreement (other than any breach of Section 4.6), or (2) the Sellers in the case of indemnification by the Purchaser under Section 11.3(a) with respect to any breach of any representation and warranty of the Purchaser contained in this Agreement, exceed an amount equal to (A) $9,000,000 minus (B) the aggregate Losses that are subject to the next succeeding sentence (up to $1,000,000), after which such party shall be liable only for such Losses in excess of such amount; and (iii) for any individual items where the Loss relating thereto is less than $50,000, and such items shall not be aggregated for purposes of the immediately preceding clause (ii). Notwithstanding the foregoing, the Sellers shall not be required to indemnify, defend and hold harmless the Purchaser Group Member with respect to any breach of Section 4.6 with respect to Taxes not involving income Taxes until such time as the aggregate Losses of the Purchaser Group Member under Section 11.2(a) relating to a breach of Section 4.6 with respect to Taxes (other than Taxes for which indemnification is provided under Sections 11.2(c), (d), (e), (f), (g) or (h)) exceed $1,000,000, provided that the Sellers shall be liable for such Losses only in excess of such amount (such excess amount, the “Tax Deductible”). (b) Except as set forth in Section 11.6(c), in no event shall the cumulative indemnification obligations of the Sellers, on the one hand, or the Purchaser, on the other hand, for Losses of the Purchaser under Section 11.3(a) and the Sellers under Section 11.2(a), respectively, in the aggregate exceed $60,000,000 (the “Cap”). (c) Notwithstanding the foregoing, the limitations set forth in Sections 11.6(a) and (b) shall not apply to a claim relating to (x) any breach of any warranty or the inaccuracy of any representation set forth in Sections 3.1 (Organization and Good Standing), 3.2 (Authority and Enforceability), 3.4 (The Equity Interests), 4.1 (Organization and Good Standing), 4.2 (Capitalization), 4.18 (Brokers), 5.1 (Organization and Good Standing), 5.2 (Authority and Enforceability) and 5.7 (Brokers), or (y) any breach of any warranty or the inaccuracy of any representation that constitutes fraud. (d) The amount of Losses payable under this Article XI by the Indemnitor shall be reduced by any amounts actually recovered by the Indemnitee under insurance policies or from any other Person. (e) No party had actual Knowledge at hereto shall be obligated to indemnify any time other Person with respect to (i) any covenant or condition waived by the other party on or prior to the date on which Closing, (ii) any indirect, special, incidental, consequential or punitive damages, or (iii) any Loss with respect to any matter to the extent that such matter was raised in the calculation of the adjustment of the Purchase Price pursuant to Section 2.4. (f) In addition to the other limitations set forth in this Article XI, with respect to any claim for indemnification regarding any breach of any representation and warranty set forth in Section 4.16: (i) the Sellers shall have no obligation to indemnify or defend the Purchaser for any Loss unless the Loss arises out of a Third Party Claim that is made not instigated or encouraged by the Purchaser or any intentional breach Affiliate thereof; (ii) the Sellers shall have no obligation to indemnify or defend the Purchaser for any Loss that would not have arisen but for any intrusive investigation by the Purchaser or its agents or representatives or any disclosure to a third party by the Purchaser, except to the extent such investigation or disclosure was required by applicable Environmental Laws; and (iii) the Sellers’ indemnification obligation shall be limited to the cost of the least restrictive standard or remedy acceptable under Environmental Laws (including engineering or institutional controls or any covenant lesser standards resulting from any site-specific risk assessments) based on an industrial use of the relevant facility or obligationproperty; provided, however, that in each case, the Sellers shall have no liability for any such Loss to the extent that the Purchaser or any other Person after Closing contributed to or exacerbated the condition or circumstance forming the basis of such Loss. (g) Unless expressly covered by a representation or warranty contained in Article III or IV, the Purchaser shall have no claim or right to indemnification pursuant to this Article XI or otherwise, and GRS none of the Sellers, the Business or any other Person shall have or be subject to any liability to the Stockholdersother party hereto or any other Person, as the case may be, will be jointly and severally liable for all damages with respect to any information, documents or materials furnished or made available to the Purchaser or any of their Affiliates, officers, directors, employees, agents or advisors by the Seller, any Affiliate thereof, the Business or any of their respective Affiliates, officers, directors, employees, agents or advisors in certain “data rooms”, management presentations or any other form in contemplation of the transactions contemplated hereby. (h) The Purchaser shall not be entitled to make any claim to the extent that provision or allowance for the matter or liability which would otherwise give rise to the claim in question has been made in the most recent Financial Statements of the Companies or their Subsidiaries, or it is otherwise taken account of, or reflected, in such breachesFinancial Statements of the Companies or their Subsidiaries.

Limitations on Indemnification. The indemnification provided for (a) Notwithstanding anything in Sections 9.01 and 9.02 shall be subject this Agreement to the following limitationscontrary, if the Closing occurs: (i) The Stockholders shall Seller will not be obligated have any liability for Losses under Section 7.02(c) (other than with respect to pay any amounts for indemnification under this Article IX arising out a breach of any Losses based uponSections 2.01 (Organization), arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS 2.02 (Authorization), 2.03(v) (Security Interests), 2.04(a), 2.04(b), 2.04(c), 2.10 (Brokers), and specifically waived in writing by GRS prior to the Closing. 2.11 (iiTitle) Neither GRS(collectively, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of “Seller Specified Representations”) or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (iia Deliberate Breach) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until unless the aggregate indemnification payments, exclusive of Losses suffered by the Basket Exclusions, equals Acquiror Indemnitees thereunder exceeds one percent (1%) of the Cash Purchase Price (the "Basket Amount"“Deductible”), whereupon GRS, or and then only to the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions extent of this subparagraph such excess; (ii), be liable is in the ) Seller’s aggregate amount liability for Losses under Section 7.02(c) (other than with respect to a breach of $100,000, and 1% any of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(iiSeller Specified Representations or any Deliberate Breach) will not apply exceed eight percent (8%) of the Cash Purchase Price (the “Cap”); (iii) Acquiror will not have any liability for Losses under Section 7.01(c) (other than with respect to any a breach of Sections 3.01 (Organization), 3.02 (Authorization), 3.04 (Brokers) and 3.05 (Financing) (collectively, the “Acquiror Specified Representations”) or a Deliberate Breach) unless and until the aggregate Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess; (iv) Acquiror’s aggregate liability for Losses under Section 7.01(c) (other than with respect to a breach of any representations of the Acquiror Specified Representations or any Deliberate Breach) will not exceed the Cap. (b) For purposes of Sections 7.01(c) and warranties 7.02(c), any qualification in any such representation or warranty as to materiality, Joy Business MAE, Cream Suds Business MAE or Acquiror MAE will be taken into account for purposes of which any party had actual Knowledge at any time prior determining whether such representation or warranty has been breached, but in the event that such representation or warranty has been determined to have been breached, such qualification as to materiality, Joy Business MAE, Cream Suds Business MAE or Acquiror MAE will thereafter be disregarded for purposes of determining the amount of Losses arising from such breach and the applicable Indemnitee may recover the entire amount of such Losses subject to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breacheslimitations set forth in this Article VII.

Limitations on Indemnification. 7.3.1 The indemnification provided provisions for in Sections 9.01 and 9.02 indemnity under Section 7.1.1(a) or Section 7.1.2(a) shall be subject 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) when the aggregate amount of all Losses for claims or series of related claims arising from the same facts and circumstances in 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 following limitations: Indemnified Party’s Losses in excess thereof. In no event shall any Indemnifying Party have liability for indemnification under (i) The Stockholders shall not be obligated (A) Section 7.1.1(a) or (B) Section 7.1.2(a), as applicable, or (ii) under (A) Section 7.1.1(b) or (B) Section 7.1.2(b), as applicable, in either case (clauses (ii)(A) and (ii)(B)), with respect to pay any amounts failure to perform or any breach of any covenant, agreement or obligation contained in Article 4, for any amount exceeding, in the aggregate, $29,500,000; provided, however, that the limitations on indemnification under this Article IX arising Section 7.3.1 shall not apply to breaches of any Fundamental Rep. 7.3.2 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 and (b) the amount of any insurance proceeds paid to the Indemnified Party relating to such claim (net of the amount of any associated increase in insurance premiums), in each case ((a) and (b)), out of the Indemnified Party’s costs of recovery. Buyer shall use its commercially reasonable efforts to collect insurance proceeds for any Losses based uponLoss that is subject to indemnification by Seller under Section 7.1. 1. 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, arising out of or otherwise 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. 7.3.3 If the Indemnified Party receives any payment from an Indemnifying Party in respect of any inaccuracy Losses pursuant to Section 7.1.1 or breach disclosed in writing 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 GRS and specifically waived in writing by GRS prior proceed against such Third Party as are necessary to permit the ClosingIndemnifying Party to recover from the Third Party the amount of such payment. 7.3.4 The representations and warranties of Seller and Buyer contained in this Agreement shall survive the Closing and continue in full force and effect thereafter through and including the first anniversary of the Closing Date (ii) Neither GRSsuch date, the Company nor “Survival Date”); provided, that the Stockholders Fundamental Reps shall be obligated remain in full force and effect and shall survive indefinitely or, if applicable, until 60 days following the expiration of the applicable statute of limitations. Any obligation of a Party to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise indemnify the other Party in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations covenant or agreement set forth in Article 4 shall survive the Closing through and warranties including the Survival Date. Any obligation of which a Party to indemnify the other Party in respect of any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or agreement which is to be performed following the Stockholders, Closing shall survive until the applicable statute of limitations except as the case may be, will be jointly and severally liable for all damages with respect to such breachesotherwise specified herein.

Limitations on Indemnification. The (a) To the extent the Partnership Indemnified Parties are entitled to indemnification provided for in Sections 9.01 and 9.02 shall be subject Losses pursuant to the following limitations: (i) The Stockholders Section 9.3(a) (other than for Losses related to a breach of the representations and warranties in Section 4.6), Anadarko shall not be obligated to pay any amounts liable for indemnification under this Article IX arising out of any those Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until unless the aggregate indemnification payments, exclusive amount of the Basket Exclusions, equals Losses exceeds one percent (1%) of the Purchase Price sum of (A) the Cash Consideration plus (B) the dollar value of the Unit Consideration on the Closing Date (the "Basket Amount"sum of (A) and (B) being the “Aggregate Consideration”) (the “Deductible”), whereupon GRS, or and then only to the Company extent of any such excess and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii)) Section 9.3(a) for Losses related to a breach of the representations and warranties in Section 4.6, Anadarko shall not be liable is in for those Losses unless the aggregate amount of Losses exceeds $100,000100,000 and then only to the extent of any such excess. (b) In addition, and 1% of to the Purchase Price is $70,000extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(a), the Stockholders would then Anadarko shall not be liable for such Losses that exceed, in the entire $100,000 aggregate, twenty-five percent (25%) of the Aggregate Consideration less the Deductible. (c) Notwithstanding clauses (a) and (b) above, to the extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(b), 9.3(c), 9.3(d) or 9.3(e) or for claims arising from fraud, Anadarko shall be fully liable for such Losses without respect to the Deductible in Section 9.8(a) and the limitations in Section 9.8(b). (d) To the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), the Partnership shall not just $30,000). This Section 9.04(ii) will not apply be liable for those Losses unless the aggregate amount of Losses exceeds, in the aggregate, the Deductible, and then only to any breach the extent of any representations and warranties of which any party had actual Knowledge at any time prior such excess. In addition, to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligationextent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), and GRS or the Stockholders, as the case may be, will Partnership shall not be jointly and severally liable for all damages with such Losses that exceed, in the aggregate, ten percent (10%) of the Aggregate Consideration less the Deductible. (e) Notwithstanding clause (d) above, to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(b) or for claims arising from fraud, the Partnership shall be fully liable for such Losses without respect to such breachesthe Deductible and the limitations in Section 9.8(d).

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 (a) No party hereto shall be subject required to the following limitations: indemnify, defend or hold harmless any Person pursuant to this Article IX: (i) unless a Claim Notice is timely delivered pursuant to this Article IX; and (ii) with respect to a claim pursuant to Section 9.2(a) or 9.3(a) for the breach of a representation and warranty other than the Specified Representations unless and until the aggregate Losses of (A) the Purchaser, in the case of the Sellers, with respect to any such claims, or (B) the Sellers, in the case of the Purchaser, with respect to any such claims, exceed $1,000,000, at which point such party shall be liable for all such Losses exceeding $500,000. (b) In no event shall the cumulative indemnification obligations of the Sellers pursuant to Section 9.2(a) with respect to breaches of representations and warranties other than the Specified Representations on the one hand, or the Purchaser pursuant to Sections 9.3(a) with respect to breaches of representations and warranties other than the Specified Representations on the one hand on the other hand, exceed $21,450,000. (c) The Stockholders shall not be obligated to pay any amounts for indemnification amount of Losses payable under this Article IX arising out by the Indemnitor shall be reduced (i) by any amounts recoverable by the Indemnitee under insurance policies or from any other Person and (ii) to take account of any Losses based upon, Tax benefit of the Indemnitee arising out of from the incurrence or otherwise in respect payment of any inaccuracy or breach such indemnified amount. (d) No party hereto shall be obligated to indemnify any other Person with respect to (i) any item disclosed in writing to GRS and specifically the Seller Disclosure Schedule or any supplement thereto, or if the Purchaser had knowledge of such item as of the Closing, (ii) any covenant or condition waived in writing by GRS another party on or prior to the Closing. , (iiiii) Neither GRSany indirect, special, incidental, consequential or punitive damages, or (iv) any Loss with respect to any matter raised in the Company nor calculation of the Stockholders adjustment of the Purchase Price pursuant to Section 2.6. Each party hereto agrees that, for so long as such party has any right of indemnification under Article IX, it shall be obligated not, and shall use its commercially reasonable efforts to pay ensure that its Affiliates do not, voluntarily or by discretionary action, accelerate the timing or increase the cost of any amounts for indemnification obligation of any other party under this Article IX, except those based uponto the extent that such action is taken (x) for a reasonable legitimate purpose and not with a purpose of discovering a condition that would constitute a breach of any representation or warranty, arising out covenant or agreement of any other party hereto or otherwise (y) in respect response to a discovery by such party, without violation of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 the immediately preceding clause (ii) and (iiix), 11.01 and 11.02 and Article IV hereof (of meaningful evidence of a condition that constitutes a breach of any representation, warranty, covenant or agreement of any other party hereunder. Notwithstanding anything to the "Basket Exclusions")contrary herein, until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, an Indemnitor shall not be obligated to pay indemnify an Indemnitee for any indemnification paymentsLoss to the extent arising from any such voluntary or discretionary action, including other than as so excepted. (e) In addition to the Basket Amountother limitations set forth in this Article IX, in full. It is expressly understood that with respect to any claim by the Basket Amount shall serve as a "trigger" Purchaser for indemnification and not as a "deductible" or otherwise arising out of, relating to or resulting from: (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(iix) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty set forth in Section 4.17, or (y) any Excluded Liability relating to environmental matters or Environmental, Health and Safety Requirements, including Pre-Closing Environmental Liabilities (collectively, “Environmental Losses”), the Sellers shall have no obligation to indemnify, defend or hold harmless the Purchaser: (i) unless the Environmental Loss arises out of a Third Party Claim that is made neither instigated nor encouraged by the Purchaser or any intentional breach of its Affiliates, representatives or agents; (ii) if the Environmental Loss would not have arisen but for any intrusive investigation or disclosure to any third party (including any Governmental Entity) by the Purchaser or any party of its Affiliates, representatives or agents, except to the extent such investigation or disclosure was required by applicable Environmental, Health and Safety Requirements; (iii) to the extent such Loss exceeds the cost of the most cost effective standard or remedy acceptable under Environmental, Health and Safety Requirements (including engineering or institutional controls or any lesser standards resulting from any site-specific risk assessments) based on an industrial use of the relevant facility or property; and (iv) for any Environmental Loss that arises out of, results from or is related to (A) any act or omission of the Purchaser, any Affiliate of the Purchaser or any other Person on or after the Closing Date that causes, contributes to, precipitates or exacerbates any condition or circumstance forming the basis of any covenant Environmental Loss, or obligation(B) any change in use or zoning or the redevelopment of any Real Property. (f) Except for the Purchaser’s rights to indemnification pursuant to Section 9.2, the Purchaser shall have no claim or right to indemnification, and GRS none of the Sellers or any other Person shall have or be subject to any liability to the Stockholdersother party hereto or any other Person, as the case may be, will be jointly and severally liable for all damages with respect to such breachesany information, documents or materials furnished or made available to the Purchaser or any of its Affiliates, officers, directors, employees, agents or advisors by the Sellers or Affiliates thereof or any of their respective officers, directors, employees, agents or advisors, whether orally or in writing, in certain “data rooms”, management presentations, functional “break out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in contemplation of the transactions contemplated hereby.

Limitations on Indemnification. (a) The indemnification provided for Trident Investors and the other indemnified parties referred to in Sections 9.01 and 9.02 shall Section 7.3(a) will not be subject entitled to make a claim against the Sellers pursuant to Section 7.3(a) with respect to any Taxes to the following limitations: extent that they are permitted to make a claim for such Taxes under Section 7.5(a). In addition, the Trident Investors and the other indemnified parties referred to in Section 7.3(a) will not be entitled to make a claim against the Sellers pursuant to Section 7.3(a) with respect to clause (i) The Stockholders of Section 7.3(a) (except in so far as such claim relates to the representations and warranties set forth in Sections 3.2.1 (other than the representations and warranties contained in Section 3.2.1(c)(iii)), 3.2.2, 3.2.6, the second sentence of 3.2.12(b), 3.2.15, 3.2.18, 3.2.20 or 3.2.21) (the “Limited Claims”), unless and until the aggregate amount of claims which may be asserted for Indemnifiable Losses (as defined below) pursuant to Sections 7.3(a) by the Trident Investors and such indemnified parties with respect to all such Limited Claims taken together exceeds $500,000 (the “Deductible Amount”); provided that the aggregate liability of the Sellers pursuant to Section 7.3(a) with respect to all such Limited Claims shall not exceed $50,000,000 (the “Cap”). For the avoidance of doubt, once the aggregate amount of claims asserted for Indemnifiable Losses by the Trident Investors and the other indemnified parties referred to in Section 7.3(a) with respect to Limited Claims exceeds the Deductible Amount, the Trident Investors and such indemnified parties shall be obligated entitled to pay any amounts payment for indemnification under such Indemnifiable Losses pursuant to this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior VII only to the Closing. extent such Indemnified Losses exceed the Deductible Amount. For the avoidance of doubt, the Deductible Amount and the Cap shall not apply with respect to any of the representations and warranties set forth in Sections 3.2.1 (other than the representations and warranties contained in Section 3.2.1(c)(iii)), 3.2.2, 3.2.6, the second sentence of 3.2.12(b), 3.2.15, 3.2.18, 3.2.20 and 3.2.21 and the matters set forth in Section 7.5 and clauses (ii) Neither GRS), the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"iv), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%v) and (vi) of the Purchase Price (the "Basket Amount"Section 7.3(a), whereupon GRS, and any of such representations and warranties and matters will not be considered in determining whether Indemnified Losses have exceeded the Deductible Amount or the Company Cap. (b) Neither the Sellers nor any other Indemnified Party referred to in Section 7.3(b) will be entitled to make a claim against the Trident Investors pursuant to Section 7.3(b)(i) unless and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in until the aggregate amount of $100,000claims which may be asserted for Indemnifiable Losses pursuant to Section 7.3(b)(i) by the Sellers and such indemnified parties taken together exceeds the Deductible Amount, and 1% the aggregate liability of the Purchase Price is $70,000Trident Investors pursuant to Section 7.3(b)(i) shall not exceed the Cap. For the avoidance of doubt, once the aggregate amount of claims asserted for Indemnifiable Losses by the Sellers and any other indemnified parties referred to in Section 7.3(b)(i) exceeds the Deductible Amount, the Stockholders would then Sellers and such indemnified parties shall be liable entitled to payment for such Indemnifiable Losses pursuant to this Article VII only to the entire $100,000 extent such Indemnified Losses exceed the Deductible Amount. (c) For purposes of this Agreement, “Indemnifiable Losses” means any and not just $30,000). This Section 9.04(ii) will not apply to any breach all losses, damages, liabilities, claims, demands, deficiencies, judgments, settlements, costs and expenses of any representations nature whatsoever (including, without limitation, the reasonable fees and warranties expenses of which any party had actual Knowledge at any time prior to the date on which such representation Indemnified Party’s outside counsel or other advisors and warranty is made court costs and the other reasonable out-of-pocket fees and expenses of the Indemnified Party), whether or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesnot resulting from a Third-Party Claim.

Limitations on Indemnification. The Notwithstanding Section 10.2 and Section 10.3, the rights to indemnification provided for in Sections 9.01 pursuant to the provisions of Section 10.2 and 9.02 shall be Section 10.3 are subject to the following limitations; provided, however, that, except as set forth Section 10.4(c), none of the following limitations shall apply to any claim based on fraud, intentional misrepresentation or willful or criminal misconduct: (a) No indemnification payment shall be made to the Purchaser Indemnified Parties under Section 10.2(a)(i) or Section 10.2(b)(i) for any Losses unless and until the aggregate amount of all such Losses incurred or suffered exceeds One Hundred Seventy Five Thousand Dollars ($175,000) (the “Threshold”), at which time the entire amount of such Losses from the first dollar incurred or suffered by the Purchaser Indemnified Parties (including the Losses that were aggregated in calculating whether the Threshold had been reached) shall be paid. (b) The maximum aggregate amount of Losses that may be received by Purchaser Indemnified Parties taken together (including, for the avoidance of doubt, amounts recovered by exercise of the right of offset contained in Section 10.9) for (i) The Stockholders Losses for any claims for indemnification pursuant to Section 10.2(a)(i) and Section 10.2(b)(i) shall be limited to an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “General Cap”), other than with respect to the Surviving Representations which shall not be obligated limited to pay such amount; (ii) Losses for any amounts claims for indemnification under this Article IX arising out of any Losses pursuant to Section 10.2(a)(i) based upon, arising out of or otherwise in resulting from any breach or inaccuracy of Section 4.11 (Intellectual Property) shall be limited to an amount equal to fifty percent (50%) of the sum of the Final Merger Consideration and the Final Carve-Out Payments (the “Intellectual Property Indemnification Cap”) and (iii) the aggregate amount of all Losses for any claims for indemnification pursuant to Section 10.2, including with respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRSSurviving Representations and matters subject to the Intellectual Property Indemnification Cap, the Company nor the Stockholders shall be obligated limited to pay an amount equal to the sum of the Final Merger Consideration and the Final Carve-Out Payments (the “Aggregate Indemnification Cap”). The maximum aggregate amount of Losses that may be received by the Purchaser Indemnified Parties taken together from any amounts individual Seller Indemnifying Party for (A) Losses for any claims for indemnification under this Article IXpursuant to Section 10.2(a)(i) and Section 10.2(b)(i) shall be limited to an amount equal to such Seller Indemnifying Party’s Aggregate Pro Rata Share multiplied by the General Cap, except those other than with respect to the Surviving Representations which shall not be limited to such amount; (B) Losses for any claims for indemnification pursuant to Section 10.2(a)(i) based upon, arising out of or otherwise resulting from any breach or inaccuracy of Section 4.11 (Intellectual Property) shall be limited to an amount equal to such Seller Indemnifying Party’s Aggregate Pro Rata Share multiplied by the Intellectual Property Indemnification Cap and (C) for all Losses for any and all claims for indemnification against such Seller Indemnifying Party pursuant to Section 10.2 (including claims described in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 clauses (iiA) and (iiiB) of this sentence) shall be limited to an amount equal to such Seller Indemnifying Party’s Aggregate Pro Rata Share multiplied by the Aggregate Indemnification Cap. (c) In the event of fraud, intentional misrepresentation or willful or criminal misconduct, unless a particular Seller Indemnifying Party committed (or was actively involved in the commission of) such fraud, intentional misrepresentation or willful or criminal misconduct, the Purchaser Indemnified Parties’ right to recover damages directly from such Seller Indemnifying Party in connection with such fraud, intentional misrepresentation or willful or criminal misconduct shall be limited as provided in Section 10.4(b)(C). In the event that a Seller Indemnifying Party committed (or was actively involved in the commission of) fraud, 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions")intentional misrepresentation or willful or criminal misconduct, until the aggregate indemnification payments, exclusive none of the Basket Exclusionslimitations in this Section 10.4 shall apply to any claim based on such fraud, equals one percent intentional misrepresentation or willful or criminal misconduct. (1%d) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, No indemnification payment shall be obligated made to pay the Seller Indemnified Parties under Section 10.3(a) for any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification Losses unless and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in until the aggregate amount of $100,000all such Losses incurred or suffered exceeds an amount equal to the Threshold, and 1% at which time the entire amount of such Losses from the first dollar incurred or suffered by the Seller Indemnified Parties (including the Losses that were aggregated in calculating whether the amount of the Purchase Price is Threshold had been reached) shall be paid. (e) The maximum aggregate amount of Losses that may be received by the Seller Indemnified Parties taken together for Losses for any claims for indemnification pursuant to Section 10.3 shall be limited to an amount equal to Ten Million Five Hundred Thousand Dollars ($70,00010,500,000). (f) From and after the Effective Time, the Stockholders would then be liable for Purchaser Indemnified Parties’ and the entire $100,000 Seller Indemnified Parties’ sole and not just $30,000). This Section 9.04(ii) will not apply exclusive rights and remedies based on, arising out of or relating to this Agreement or any of the transactions contemplated hereby (and whether stated as tort, breach of any representations contract or otherwise) shall be those rights and warranties of which remedies set forth in this Article X (and, to the extent applicable, the rights and remedies provided in Section 6.14(h)); provided, however, that nothing herein shall preclude any party had actual Knowledge at any time prior hereto from enforcing its rights to the date on which such representation and warranty is made an injunction or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages specific performance with respect to the performance of post-Closing covenants, agreements or other post-Closing obligations pursuant to Section 12.13. (g) The Purchaser Indemnified Parties and the Seller Indemnified Parties shall not be entitled to recover for a Loss under this Article X to the extent that such breachesPerson has actually recovered such Loss under third-party insurance (and not self insurance by itself or its Affiliates) held by, or for the benefit of, such Person (net of actual out-of-pocket expenses incurred in obtaining such amounts, any co-payment, retrospective premium adjustment and increased premiums resulting from such Loss). Each of the Purchaser Indemnified Parties and the Seller Indemnified Parties shall use its commercially reasonable efforts to recover amounts payable with respect to any Loss under any such third-party insurance policy; provided that (i) doing so is commercially reasonable and (ii) such obligation shall not be a condition to indemnification rights hereunder. (h) The Purchaser Indemnified Parties shall not be entitled to indemnification with respect to any Loss that is a current liability, Closing Date Indebtedness or Transaction Expenses to the extent reflected in the Final Net Working Capital, Final Closing Date Indebtedness or Final Transaction Expenses, and such Losses shall not be considered in determining whether the aggregate amount of all Losses incurred exceeds the Threshold. The intention of this Section 10.4(h) is to avoid double-counting of Losses to the extent that a payment with respect thereto was already made in conjunction with the Post-Closing Reduction or Post-Closing Addition.

Limitations on Indemnification. The indemnification provided for (a) Notwithstanding anything in Sections 9.01 and 9.02 shall be subject this Agreement to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts contrary, no claim for indemnification under this Article IX arising out of 9 shall be made by any Losses based uponBuyer Indemnified Person, arising out of and Selling Shareholders and the Trusts shall have no Liability to pay any amount, for indemnification or otherwise otherwise, with respect to the matters described in Sections 9.2(a)(i) and 9.2(b)(i) (other than with respect to the Fundamental Representations or in respect of any inaccuracy breaches of Section 4.9 (Taxes), for which the following limitations will not apply) until the total of all Damages with respect to such matters exceeds $575,000 (the “Basket”), and then only for the amount by which such Damages exceed $380,000; provided, however, that in no event shall the total amount paid by Selling Shareholders or breach disclosed in writing to GRS and specifically waived in writing by GRS prior the Trusts with respect to the Closingmatters described in Sections 9.2(a)(i) and 9.2(b)(i) (other than with respect to the Fundamental Representations or in respect of any breaches of Section 4.9 (Taxes), for which the following limitations will not apply) exceed $7,600,000. For example purposes only, if the aggregate amount of all Damages (as finally determined in accordance with this Article 9) with respect to the matters described in Sections 9.2(a)(i) and 9.2(b)(i) (other than with respect to the Fundamental Representations or in respect of any breaches of Section 4.9 (Taxes), for which such limitation will not apply) is $600,000, then the Buyer Indemnified Persons shall be entitled to indemnification in an amount of $220,000 pursuant to this Article 9 (i.e., the difference between $600,000 and $380,000). (iib) Neither GRSNotwithstanding anything in this Agreement to the contrary, in no event shall the Company nor total of all Damages paid by Selling Shareholders and the Stockholders shall be obligated Trusts with respect to the Fundamental Representations or breaches of Section 4.9 (Taxes) pursuant to Sections 9.2(a)(i) and 9.2(b)(i) exceed the Purchase Price. (c) Notwithstanding anything in this Agreement to the contrary, but subject to the limitations set forth in Section 9.4(a), any Liability of Selling Shareholders or the Trusts to pay any amount, for indemnification or otherwise, to any Buyer Indemnified Person for any Damages arising from or in connection with the matters described in Section 9.2 shall be reduced by any amounts actually received by such Buyer Indemnified Person with respect to such Damages, or the underlying facts, under any insurance policies (less any reasonably documented collection costs and any premium increases directly related to the insurance claim made by the relevant Buyer Indemnified Person as evidenced by reasonable documentation provided by the applicable insurance carrier). (d) Notwithstanding anything to the contrary in this Agreement, claims for indemnification based on allegations of fraud or intentional misrepresentation shall not be subject to the limitations set forth in this Section 9.4. (e) The term “Damages” is not limited to matters asserted by third parties against a Buyer Indemnified Person or Seller Indemnified Person, but includes Damages incurred or sustained by the Indemnified Person in the absence of third party claims. The term “Damages” means actual damages and, solely with respect to matters asserted by third parties against an Indemnified Person, consequential, special, punitive or exemplary 56 11671355.13 damages. No Indemnified Person shall have any right to indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages 9 with respect to consequential, special, punitive or exemplary Damages unless such breachesDamages were incurred or sustained by third parties that seek to recover such Damages from such Indemnified Person.

Limitations on Indemnification. The indemnification provided (a) No claim may be made or asserted nor may any Action be commenced pursuant to Sections 8.2 or 8.3 against any Party for in Sections 9.01 and 9.02 shall be subject breach of any representation, warranty or covenant contained herein, unless written notice of such claim or Action has been given by the Indemnified Party to the following limitationsIndemnifying Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action (or if reasonable detail is not possible, setting forth information known at such time with respect to such claim), on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive as set forth in Section 8.1; (b) Notwithstanding anything to the contrary contained in this Agreement: (i) The Stockholders except in the breaches of any Fundamental Representation, the representations set forth in Sections 2.7 (Brokers and Finders) and 3.21 (Brokers and Finders), or the Tax Reps and Covenants, Seller shall not be obligated to pay liable for any amounts claim for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing pursuant to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiSection 8.2(a), 11.01 unless and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive amount of the Basket Exclusions, indemnifiable Losses that may be recovered from Seller pursuant to Section 8.2(a) equals or exceeds one percent (1%) of the Purchase Price (the "Basket “Deductible Amount"”), whereupon GRSat which point Seller shall be liable only for the amount of those Losses indemnifiable pursuant to Section 8.2(a) in excess of the Deductible Amount; (ii) except in the case of breaches of any Fundamental Representation, the representations set forth in Sections 2.7 (Brokers and Finders) and 3.21 (Brokers and Finders), or the Company Tax Reps and StockholdersCovenants, as no Losses may be claimed under Section 8.2(a) by any Indemnified Party, nor shall any Losses be reimbursable or included in calculating the aggregate indemnifiable Losses set forth in subsection (i) of this Section 8.4(b), other than Losses in excess of one hundred thousand dollars ($100,000) resulting from any single claim or aggregated claims arising out of related facts, events or circumstances; provided that, subject to this Section 8.4(b), after such amount is reached, all such Losses may be claimed under Section 8.2(a) by an Indemnified Party; (iii) except in the case of breaches of any Fundamental Representation, the representations set forth in Sections 2.7 (Brokers and Finders) and 3.21 (Brokers and Finders), or the Tax Reps and Covenants, the maximum amount of indemnifiable Losses that may be, be recovered from Seller for any amounts due under Section 8.2(a) shall be obligated an amount equal to pay any indemnification payments, including ten percent (10%) of the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" Purchase Price; (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in iv) the aggregate amount of $100,000, and 1% Losses for which either Party is liable under this Article VIII shall not be in excess of the amount of the Purchase Price is $70,000Price; . 62 (v) the right to indemnification, payment, reimbursement, or other remedy based upon the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any inaccuracy or breach of any representations and warranties of which representation or warranty will not be affected by any party had actual Knowledge investigation conducted or any knowledge acquired at any time prior to whether before or after the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS hereof or the StockholdersClosing Date, as the case may be, will be jointly and severally liable for all damages with respect to the accuracy or inaccuracy of such breachesrepresentation or warranty; and (vi) no Party shall have any Liability pursuant to Section 8.2(a), (b) or (c) or Section 8.3(a), (b) or (c) for any special, indirect, consequential (including lost profits) or punitive damages (other than (i) punitive damages payable to third parties or (ii) relating to a breach or alleged breach of Sections 3.6, 3.11, 3.13 or 3.15(b)).

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.13, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, payments including the Basket Amount, Amount in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breaches.

Limitations on Indemnification. (a) The rights of the Parent Indemnitees to indemnification provided for in Sections 9.01 and 9.02 shall be pursuant to the provisions of Section 9.2(a) are subject to the following limitations: (i) The Stockholders except for Losses arising from any breach or inaccuracy of any Company Fundamental Representation or the representations or warranties in Section 4.2 (which shall not be obligated subject to pay the following limitation), the Parent Indemnitees shall not be entitled to recover Losses pursuant to Section 9.2(a)(i) until the total amount of Losses which the Parent Indemnitees would recover under Section 9.2(a)(i), but for this Section 9.4(a), exceeds $7,000,000, in which case, the Parent Indemnitees shall only be entitled to recover Losses in excess of such amount; (ii) except for Losses arising from any breach or inaccuracy of any Company Fundamental Representation or the representations or warranties in Section 4.2 (which shall not be subject to the following limitation), the Parent Indemnitees shall not be entitled to recover for any particular Loss (including any series of related Losses) pursuant to Section 9.2(a)(i) unless such Loss (including any series of related Losses) equals or exceeds $100,000; and (iii) the maximum Losses indemnifiable pursuant to Section 9.2(a) and Section 9.2(b) shall be the Escrow Amount, and the Escrow Amount shall be the sole and exclusive source of recovery with respect to such Losses. Notwithstanding anything to the contrary in this Agreement, the limitations contained in Section 9.4(a)(i) and Section 9.4(a)(ii) above shall not apply to any claims made pursuant to Section 9.2(b). Any claim reasonably identified by a Parent Indemnitee or a Group Company as a claim made pursuant to Section 9.2(b) shall not be treated as a claim made pursuant to Section 9.2(a). (b) The rights of the Securityholder Indemnitees to indemnification pursuant to the provisions of Section 9.2(c) are subject to the following limitations: (i) except for Losses arising from any breach or inaccuracy of any Parent Fundamental Representation (which shall not be subject to the following limitation), the Securityholder Indemnitees shall not be entitled to recover Losses pursuant to Section 9.2(c)(i) until the total amount of Losses which the Securityholder Indemnitees would recover under Section 9.2(c)(i), but for this Section 9.4(b), exceeds $7,000,000, in which case, the Securityholder Indemnitees shall only be entitled to recover Losses in excess of such amount; (ii) except for Losses arising from any breach or inaccuracy of any Parent Fundamental Representation (which shall not be subject to the following limitation), the Securityholder Indemnitees shall not be entitled to recover for any particular Loss (including any series of related Losses) pursuant to Section 9.2(c)(i) unless such Loss (including any series of related Losses) equals or exceeds $100,000; and (iii) the maximum Losses indemnifiable pursuant to Section 9.2(c) shall be $46,000,000. (c) The rights of the Parent Indemnitees or the Securityholder Indemnitees to indemnification pursuant to the provisions of Section 9.2 are subject to the following limitations: (i) the amount of any and all Losses shall be determined net of any amounts for indemnification actually received by the Parent Indemnitees or Securityholder Indemnitees, as applicable, under this Article IX arising out insurance policies or from other collateral sources (such as contractual indemnities of any Losses based uponPerson which are contained outside of this Agreement) with respect to such Losses; (ii) neither the Parent Indemnitees nor the Securityholder Indemnitees, arising out of respectively, shall be entitled to indemnification pursuant to Section 9.2(a) or otherwise Section 9.2(c), respectively, for any Loss to the extent that prior to the date hereof the Group Companies or the Parent Group Companies, respectively, recorded a reserve in their consolidated books and records with respect to such Loss; and (iii) neither the Parent Indemnitees nor the Securityholder Indemnitees shall be entitled to recover or make a claim for any amounts in respect of any inaccuracy consequential damages (including loss of revenue, income or breach disclosed profits, loss or diminution in writing to GRS value of assets or securities or punitive damages and, in particular, consequential damages calculated by “multiple of profits” or “multiple of cash flow” or other valuation methodology, and specifically waived in writing by GRS prior no case shall any such valuation methodology be used in calculating the amount of any Losses) or punitive, special or exemplary damages. Notwithstanding anything contained herein to the Closing. contrary, on the date that the Escrow Amount is reduced to zero (0), the Parent Indemnitees shall have no further rights to indemnification under Section 9.2(a) and Section 9.2(b). Notwithstanding anything contained herein to the contrary, on the date that the aggregate amount paid to all Securityholder Indemnitees pursuant to this Article 9 equals the Escrow Amount, the Securityholder Indemnitees shall have no further rights to indemnification under Section 9.2(c). The Parent Indemnitees and the Securityholder Indemnitees shall use their commercially reasonable efforts to collect any amounts available under any insurance coverage or from any collateral source as referred to in Section 9.4(c)(i). In any case where a Parent Indemnitee recovers, under insurance policies or from other collateral sources, any amount in respect of a matter for which such Parent Indemnitee was indemnified pursuant to Section 9.2(a) or Section 9.2(b), such Parent Indemnitee shall promptly pay over to the Escrow Agent for re-inclusion in the Escrow Amount the amount so recovered (after deducting therefrom the amount of the expenses incurred by such Parent Indemnitee in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid out of the Escrow Amount to or on behalf of such Parent Indemnitee in respect of such matter and (ii) Neither GRS, any amount expended by the Company nor the Stockholders shall be obligated to pay Securityholders’ Representative or any amounts for indemnification under this Article IX, except those based upon, Securityholder Indemnitee in pursuing or defending any claim arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesmatter.

Limitations on Indemnification. The (a) Neither the indemnification provided obligations of Seller Group under Section 7.1 above (save as regards indemnification obligations of Seller Group for any Environmental Indemnifiable Losses as to which Section 8.7 shall apply) nor the indemnification obligations of Buyer Group under Section 7.2 (save as regards indemnification obligations of Buyer Group for any Environmental Indemnifiable Loss as to which Section 8.2 shall apply) shall exceed in Sections 9.01 the aggregate three million two hundred thousand U.S. Dollars (US$3,200,000). Notwithstanding the foregoing, any Indemnifiable Loss for: (i) breach of representations and 9.02 warranties under Section 2.1.19; (ii) Indemnifiable Liabilities for Discontinued Operations; (iii) Non-Operational Indemnifiable Liabilities for Continued Operation (as such terms are defined in Section 9.11); and (iv) Disclosed Indemnifiable Losses (as identified in Schedule 7.4(b) hereto) shall not be subject to the following limitations:limitation set forth above. (i) The Stockholders No claim in respect of any individual event or occurrence (it being understood that any series of events or occurrences arising out of the same or substantially similar and related facts and circumstances shall be treated as one individual event or occurrence) shall be deemed to give rise to an Indemnifiable Loss (other than an Environmental Indemnifiable Loss, as to which Section 8.7 shall apply) unless and until the liability, loss or damage claimed exceeds ten thousand U.S. Dollars (US$10,000), (subject to clause (ii) below); and (ii) no party shall be entitled to make a claim hereunder unless and until the aggregate amount of claims for Indemnifiable Losses (other than an Environmental Indemnifiable Loss, as to which Section 8.7 shall apply) under clause (i) above exceeds the equivalent of two hundred thousand U.S. Dollars (US$200,000) and then only to the extent of the excess. Notwithstanding the foregoing, Seller Group shall indemnify and hold harmless Buyer Group on a dollar for dollar basis from and against Disclosed Indemnifiable Losses (as identified in Schedule 7.4(b) hereto). (c) Subject to paragraph (b) above, with respect to Non- Operational Indemnifiable Liabilities for Continued Operations, Seller Group shall indemnify and hold harmless Buyer Group for Indemnifiable Losses, up to an aggregate amount of Indemnifiable Losses of five hundred thousand U.S. Dollars (US$500,000). To the extent such Indemnifiable Losses exceed in the aggregate five hundred thousand U.S. Dollars (US$500,000) but do not be obligated to pay any amounts exceed in the aggregate three million U.S. Dollars (US$3,000,000), Seller Group shall indemnify and hold harmless Buyer Group for indemnification under this Article IX fifty percent of such tranche of Indemnifiable Losses. To the extent such Indemnifiable Losses exceed three million U.S. Dollars (US$3,000,000) in the aggregate, Seller Group shall indemnify and hold harmless Buyer Group for one hundred percent of such tranche of Indemnifiable Losses. (d) Notwithstanding paragraphs (a) through (c) above, each party shall indemnify and hold harmless the other party on a dollar for dollar basis from and against Indemnifiable Losses arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachescovenant.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 (a) Neither B▇▇▇▇ nor R▇▇▇▇▇▇▇ shall be subject liable to any of the following limitations: (iC&T Indemnified Parties in respect of any claim for indemnification pursuant to Section 10.02(a) The Stockholders shall not made hereby until the aggregate amount of Losses for which all C&T Indemnified Parties otherwise would be obligated entitled to pay any amounts for indemnification under this Article IX arising out of any Losses based uponX exceeds $50,000 (the “Basket”), arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS which case B▇▇▇▇ and specifically waived in writing by GRS prior R▇▇▇▇▇▇▇ shall be liable to the ClosingC&T Indemnified Parties hereby for the aggregate amount of all such Losses up to the cap described below (and not just the Losses in excess of the Basket). (iib) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise Except as specified in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiSection 10.04(c), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and StockholdersB▇▇▇▇ and/or R▇▇▇▇▇▇▇, as the case may be, shall be obligated to pay any indemnification paymentsliability to the C&T Indemnified Parties, including the Basket Amountor any of them, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of under this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% Article X solely by means of the Purchase Price is $70,000Surviving Corporation’s offset, against amounts otherwise payable by the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply Surviving Corporation to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the StockholdersB▇▇▇▇ and/or R▇▇▇▇▇▇▇, as the case may be, will from and after the Effective Time within thirty (30) days of the Closing against the change of control severance payment due to B▇▇▇▇ and/or R▇▇▇▇▇▇▇, as the case may be, and thereafter until the earlier of: (i) three (3) years after the date hereof or (ii) the death of B▇▇▇▇ and/or R▇▇▇▇▇▇▇, as the case may be, against the cash value of the Keyman Policies for B▇▇▇▇ and/or R▇▇▇▇▇▇▇, as the case may be. Such time described in (i) and (ii) of the preceding sentence shall be jointly and severally liable for all damages referred to as the “Indemnification Termination Date” with respect to such breachestie specific source of payment. After the Indemnification Termination Date referenced in (ii), the indemnification obligations of B▇▇▇▇ and/or R▇▇▇▇▇▇▇, as the case may be, hereunder shall cease. (c) The indemnification obligations of B▇▇▇▇ and R▇▇▇▇▇▇▇ under this Section 10.04 shall only apply in the event that the Losses to be indemnified arise or result directly from the fraudulent misconduct or fraudulent misrepresentation of B▇▇▇▇ and/or R▇▇▇▇▇▇▇, as the case may be, as determined by a court of competent jurisdiction, which decision is not subject to appeal. For purposes of this Section 10.04(c), the concept of “fraud” or “fraudulent” is identical to the concept of “employment of manipulative and deceptive devices” as outlined in Rule 10b-5 of the Exchange Act and the “federal common law” developed by the federal courts pursuant thereto. Additionally, for purposes of producing the “decision” referenced above by the Indemnification Termination Date, all parties agree to expedite any related litigation, including without limitation to: (i) waive their right(s) to jury trial; (ii) limit discovery to that actually obtained within six (6) months of filing of the complaint instituting the litigation; and (iii) refrain from requesting any extensions or continuances.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject (a) Except with respect to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise relating to breaches of the representations and warranties in respect Sections 3.1, 3.2, 3.3, 3.14, 3.17, 4.1, 4.2, and 4.4 or claims pursuant to Sections 8.2(b) or 8.2(c), or 8.3(b) or 8.3(c), Seller shall have no obligation to indemnify the Buyer Indemnified Parties against Losses pursuant to Section 8.2, and Buyer shall have no obligation to indemnify the Seller Indemnified Parties against Losses pursuant to Section 8.3, unless and until the aggregate amount of any inaccuracy all such Losses suffered or breach disclosed incurred by Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, for which indemnification is sought exceeds One Million Dollars ($1,000,000) (the “Basket Amount”) (in writing which event the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall be entitled to GRS and specifically waived indemnification for the full amount in writing by GRS prior excess of the Basket Amount, subject to the Closingother limitations set forth in this Article VIII). (iib) Neither GRSNotwithstanding anything to the contrary herein, Seller’s obligation to indemnify the Company nor Buyer Indemnified Parties against Losses under Section 8.2(a) and Buyer’s obligation to indemnify the Stockholders Seller Indemnified Parties against Losses under Section 8.3(a) shall be obligated capped at Twenty Million Dollars ($20,000,000); provided that (i) the foregoing cap shall not apply with respect to pay any amounts for indemnification under this Article IX, except those based upon, Losses arising out of or otherwise relating to breaches of the representations and warranties in respect of Sections 3.023.1, 3.213.2, 3.283.3, 5.223.14, 5.293.17, 9.01 4.1, 4.2, and 4.4 and (ii) and (iii)other than in the event of fraud, 11.01 and 11.02 and neither Seller nor Buyer shall be required to indemnify the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, under this Article IV hereof (the "Basket Exclusions"), until the VIII against Losses in an aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) amount in excess of the Purchase Price Price. (c) Each of Seller and Buyer acknowledges, on behalf of itself and on behalf of the "Basket Amount")other Seller or Buyer Indemnified Parties, whereupon GRSthat, from and after the Closing, the sole and exclusive remedy thereof with respect to all claims for breach of this Agreement, other than claims for fraud or the Company and Stockholders, as the case may bea suit seeking specific performance or any other equitable remedy to require a party hereto to perform its obligations under this Agreement, shall be obligated pursuant to pay any the indemnification payments, including provisions set forth in this Article VIII and the Basket Amount, offset provision set forth in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions Section 2.12(i) of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% Agreement. In furtherance of the Purchase Price is $70,000foregoing, each of Seller and Buyer hereby waives, on behalf of itself and each of the Stockholders would then be liable other Seller or Buyer Indemnified Parties, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action each may have against the other party for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior this Agreement (except pursuant to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligationindemnification provisions set forth in this Article VIII), and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages other than with respect to claims for fraud or a suit seeking specific performance or any other equitable remedy to require a party hereto to perform its obligations under this Agreement. (d) Upon payment in full of any claim, settlement, judgment or other amount pursuant to Section 8.4, the Indemnifying Party shall be subrogated to the extent of such breachespayment to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim or judgment. The Indemnified Parties shall assign or otherwise reasonably cooperate with the Indemnifying Party, at the cost and expense of the Indemnifying Party, to pursue any claims against, or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.13, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000200,000, and 1% of the Purchase Price is $70,000180,000, the Stockholders would then be liable for the entire $100,000 200,000 and not just $30,00020,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breaches.

Limitations on Indemnification. (a) The provisions for indemnity under Section 6.1(a)(i) (except with respect to the Fundamental Reps or Section 3.10 (Taxes)) or Section 6.1(b)(i) (except with respect to the Fundamental Reps) shall be effective only when the aggregate amount of all Losses for claims exceeds $[…***…], in which case the Indemnified Party shall be entitled to indemnification provided only for the Indemnified Party’s Losses in Sections 9.01 and 9.02 excess of such amount arising under Section 6.1(a)(i) (except with respect to the Fundamental Reps or Section 3.10 (Taxes)) or Section 6.1(b)(i) (except with respect to the Fundamental Reps), as applicable. In no event shall any Indemnifying Party have liability for indemnification under Section 6.1(a)(i) or Section 6.1(b)(i), as applicable, for any amount exceeding, in the aggregate, $[…***…] (the “Cap”); provided, however, that (i) Losses arising from any inaccuracy or breach of any Fundamental Rep or Section 3.10 (Taxes) shall not be subject to the following limitations: Cap or considered for purposes of determining when the Cap has been exceeded and (iii) The Stockholders the Buyer Indemnitees shall not be obligated entitled to pay any amounts recover from Seller pursuant to Section 6.1(a)(i) an amount, in the aggregate, up to $[…***…] for indemnification under this Article IX Losses arising out from inaccuracies or breaches of Section 3.11 (Intellectual Property) or Section 3.14 (Sufficiency of Assets), which amount shall be reduced by the amount of any indemnifiable Losses based upon, previously paid to the Buyer Indemnitees under Section 6.1(a)(i) (other than the amount of indemnifiable Losses arising out of from a breach or otherwise in respect inaccuracy of any inaccuracy Fundamental Rep or breach disclosed Section 3.10 (Taxes)). Except as set forth in writing Section 6.5, the maximum amount of indemnifiable Losses recoverable by the Buyer Indemnitees pursuant to GRS and specifically waived in writing Section 6.1(a) or by GRS prior the Seller Indemnitees pursuant to the ClosingSection 6.2(a) shall be […***…]. (iib) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any The representations and warranties of which Seller and Buyer contained in this Agreement shall survive the Closing and continue in full force and effect thereafter through and including the date that is […***…] after the Closing Date; provided that (i) the Fundamental Reps shall remain in full force and effect and shall survive indefinitely, the representations and warranties contained in Section 3.10 (Taxes) shall survive the Closing until the expiration of the applicable statute of limitations (including extensions) and (ii) the representations and warranties contained in Section 3.11 (Intellectual Property) and Section 3.14 (Sufficiency of Assets) shall survive the Closing until the date that is […***…] after the Closing. Except as expressly provided otherwise in this Agreement, the covenants or agreements contained in this Agreement shall survive the Closing until fully performed. (c) Neither Buyer nor Seller shall be liable to any party had actual Knowledge at Seller Indemnitee or Buyer Indemnitee, respectively, for any time prior exemplary, special, consequential or punitive damages, or for Losses based on lost profits or revenue, diminution in value, a multiple of earnings or other similar financial metric, other than as a result of fraud, intentional misrepresentation or willful breach except to the date on which such representation and warranty is made or extent awarded in a Third-Party Claim. (d) The amount of any intentional breach indemnifiable Losses under this Article VI shall be reduced by any party amount actually received by the Indemnified Party (net of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages increase in premiums) with respect to such breachesindemnifiable Losses under any third-party insurance coverage relating thereto or attributable to any net Tax benefit actually realized by such Indemnified Party resulting in a refund of Taxes or a reduction in the amount of Taxes payable in a taxable period before or during which, or within one year after which, such Loss occurred (such amount, an “Alternative Reimbursement”). If, after receipt of any indemnification payment hereunder, an Indemnified Party receives an Alternative Reimbursement in respect of the same Losses for which indemnification was made and such Alternative Reimbursement was not taken into account in assessing the amount of indemnifiable Losses, then such Indemnified Party shall accept such Alternative Reimbursement for the account of the Indemnifying Party and shall turn over all of such Alternative Reimbursement to the Indemnifying Party up to the amount of the indemnification paid by the Indemnifying Party pursuant to this Agreement in respect of the same Losses for which such Alternative Reimbursement was paid.

Limitations on Indemnification. The (a) To the extent the Partnership Indemnified Parties are entitled to indemnification provided for Losses pursuant to Section 9.3(a) (other than for Losses related to a breach of the representations and warranties in Sections 9.01 and 9.02 Section 4.6), Anadarko shall not be subject to liable for those Losses unless the following limitations: aggregate amount of Losses exceeds 1% of the sum of (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based uponthe Cash Consideration, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. plus (ii) Neither GRSthe dollar value of the Unit Consideration on the Closing Date, plus (iii) the Company nor dollar value of the Stockholders shall be obligated GP Consideration on the Closing Date (with each general partner unit being deemed for this purpose to pay any amounts for indemnification under this Article IXhave the same value as a common unit) (the sum of (i), except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii) being the “Aggregate Consideration”) (the “Deductible”), 11.01 and 11.02 and Article IV hereof then only to the extent of any such excess. (b) In addition, to the "Basket Exclusions"extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(a), until Anadarko shall not be liable for such Losses that exceed, in the aggregate indemnification paymentsaggregate, exclusive 25% of the Basket Exclusions, equals one percent Aggregate Consideration less the Deductible. (1%c) of the Purchase Price Notwithstanding Section 9.8(a) and (the "Basket Amount"b), whereupon GRSto the extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(b), 9.3(c), 9.3(d), or the Company and Stockholders9.3(e) or for claims arising from fraud, as the case may be, Anadarko shall be obligated fully liable for such Losses without regard to pay any the Deductible in Section 9.8(a) and the limitations in Section 9.8(b). (d) To the extent the Anadarko Indemnified Parties are entitled to indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (iiLosses pursuant to Section 9.2(a), the Partnership shall not be liable is in for those Losses unless the aggregate amount of $100,000Losses exceeds, in the aggregate, the Deductible, and 1then only to the extent of any such excess. In addition, to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), the Partnership shall not be liable for such Losses that exceed, in the aggregate, 10% of the Purchase Price is $70,000Aggregate Consideration less the Deductible. (e) Notwithstanding Section 9.8(d), to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(b) or for claims arising from fraud, the Stockholders would then Partnership shall be fully liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior such Losses without regard to the date on which such representation Deductible and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breacheslimitations in Section 9.8(d).

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 No Buyer Indemnified Party, on the one hand, or any Seller Indemnified Party, on the other hand, shall be subject entitled to the following limitations: (iindemnification hereunder with respect to an Indemnifiable Claim pursuant to Sections 6.2(a)(i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii6.2(b)(i), 11.01 and 11.02 and Article IV hereof as applicable (or, if more than one such Indemnifiable Claim is asserted, with respect to all such Indemnifiable Claims) until the aggregate amount of Damages with respect to all such Indemnifiable Claims or Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, exceeds Twenty-Five Thousand Dollars ($25,000) (the "Basket ExclusionsThreshold"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, in which event such Buyer Indemnified Party or the Company and StockholdersSeller Indemnified Party, as the case may be, shall be obligated entitled to pay any indemnification paymentshereunder for all Damages in excess of the Threshold, including the Basket Amount, in full. It is expressly understood provided that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) Threshold will not apply to any a breach of any representations and warranties representation or warranty under Sections 3.2(b), (e) (as to title), or (f). Furthermore, the maximum aggregate liability of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages Seller with respect to all Indemnifiable Claims pursuant to Sections 6.2(a)(i) and the maximum aggregate liability of Buyer with respect to all Indemnifiable Claims pursuant to Sections 6.2(b)(i) shall be Twelve Million Dollars ($12,000,000) (the "Cap"), provided that the Cap will not apply in instances of fraud or in the event of a breach of representation or warranty under Sections 3.2(b), (e) (as to title), or (f). Furthermore, no Buyer Indemnified Party, on the one hand, or any Seller Indemnified Party, on the other hand, shall be entitled to indemnification hereunder with respect to an Indemnifiable Claim pursuant to Section 6.2, as applicable (or, if more than one such breachesIndemnifiable Claim is asserted, with respect to all such Indemnifiable Claims) to the extent such Indemnified Party receives insurance proceeds or third party contractual payments for the Indemnifiable Claim or to the extent that the Indemnifiable Claim is included in the calculation of Standard Cost pursuant to the Long-Term Supply Agreement. Buyer shall not be entitled to indemnification under Section 6.2(a)(vi) to the extent that Buyer incurs costs, expenses or liability other than (x) for a clean-up action or remediation required by law or initiated by a third-party (including, but not limited to, a governmental authority or agency) or (y) discovered in the ordinary course of Buyer's business.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (ia) The Stockholders shall not be obligated to pay any amounts A Party may assert a claim for indemnification under this Article IX arising out of any Losses based upon, arising out of Section 10.1(a)(i) or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiSection 10.1(b)(i), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall only to the extent the Indemnified Party gives notice of such claim to the Indemnifying Party prior to the expiration of the applicable time period set forth in Section 10.4. Any claim for indemnification not made in accordance with Section 10.2 by a Party on or prior to the applicable date set forth in Section 10.4 or this Section 10.3(a) (and the other Party’s indemnification obligations with respect thereto) will be obligated to pay irrevocably and unconditionally released and waived. (b) Notwithstanding any other provision of this Article X: (i) Sellers will not have any indemnification paymentsobligations under Section 10.1(a)(i), including (A) for any individual item where the Basket Amountdollar amount of Adverse Consequences relating thereto is less than Three Hundred Fifty Thousand Dollars ($350,000) and (B) in respect of each individual item where the dollar amount of Adverse Consequences relating thereto is equal to or greater than Three Hundred Fifty Thousand Dollars ($350,000), unless the aggregate dollar amount of all such Adverse Consequences exceeds Twelve Million Dollars ($12,000,000), and then only to the extent of such excess; and (ii) in fullno event will the aggregate indemnification to be paid by Sellers under Section 10.1(a)(i) exceed One Hundred Million Dollars ($100,000,000). It is expressly understood that Notwithstanding the Basket Amount shall serve as a "trigger" foregoing, (x) the limitations set forth in Section 10.3(b)(i) and Section 10.3(b)(ii) will not apply to claims asserted by Buyer for indemnification breaches of Sections 3.1, 3.2, 3.3(a), 3.4, 3.7 or 3.10 of this Agreement, and (y) the limitations set forth in Section 10.3(b)(i) and 10.3(b)(ii) will not as a "deductible" (for example, if apply to claims arising from the indemnity claims for which GRS BS Line Item or the Stockholders would, but for the provisions intentional fraud and willful misconduct of Sellers. (c) Notwithstanding any other provision of this subparagraph Article X: (i) Buyer will not have any indemnification obligations under Section 10.1(b)(i), (A) for any individual item where the dollar amount of Adverse Consequences relating thereto is less than Three Hundred Fifty Thousand Dollars ($350,000) and (B) in respect of each individual item where the dollar amount of Adverse Consequences relating thereto is equal to or greater than Three Hundred Fifty Thousand Dollars ($350,000), unless the aggregate dollar amount of all such Adverse Consequences exceeds Twelve Million Dollars ($12,000,000), and then only to the extent of such excess and (ii), be liable is ) in no event will the aggregate amount of indemnification to be paid by Buyer under Section 10.1(b)(i) exceed One Hundred Million Dollars ($100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000100,000,000). This Notwithstanding the foregoing, (x) the limitations set forth in Section 9.04(ii10.3(c)(i) and Section 10.3(c)(ii) will not apply to any claim for indemnification with respect to any breach or violation of any of the representations and warranties contained in Section 4.1 (Formation and Power of which any party had actual Knowledge at any time prior Buyer), Section 4.2 (Authorization; Validity), Section 4.3 (No Conflict) or Section 4.6 (Brokers) and (y) the limitations set forth in Section 10.3(c)(i) and 10.3(c)(ii) will not apply to claims arising from the date on which such representation intentional fraud and warranty is made or any intentional breach by any party willful misconduct of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesBuyer.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 (a) No party shall be subject entitled to the following limitations: (i) The Stockholders shall not be obligated to pay assert any amounts claim for indemnification under this Article IX arising out pursuant to Sections 6.2(b) (other than with respect to a breach of Section 3.4 and Section 4.18), or 6.3(b) unless and until the amount of the Losses sustained by such party with respect to any Losses based uponindividual matter exceeds $20,000. In addition, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders no party shall be obligated to pay indemnify another party with respect to any amounts Losses pursuant to Sections 6.2(b) (other than with respect to a breach of Section 3.4 and Section 4.18), or 6.3(b) as to which a party is otherwise entitled to assert any claim for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) unless and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive amount of the Basket Exclusions, equals one percent (1%) of Losses attributable to the Purchase Price (the "Basket Amount"), whereupon GRS, Purchaser Indemnitees or the Company and StockholdersSellers Indemnitees, as the case may be, exceeds $1,800,000 (the “Basket Amount”); provided, however, that thereafter the Indemnifying Party (as defined below) shall be obligated to pay indemnify the other for any indemnification paymentsamounts in excess of, including and not including, the Basket Amount. Notwithstanding anything in this Agreement to the contrary, in full. It is expressly understood that (i) the Basket Amount maximum aggregate obligation of the Purchaser pursuant to Section 6.3(b) shall serve as a "trigger" for indemnification not exceed $18,000,000, exclusive of any amounts due under Section 1.5, and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in ) the maximum aggregate amount of $100,000, and 1% obligation of the Purchase Price is Sellers pursuant to Section 6.2(b)) shall not exceed $70,00018,000,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This exclusive of any amounts due under Section 9.04(ii) will not apply 1.5; provided that, with respect to any breach of Section 3.3 (Capital Stock) the maximum aggregate obligation of the Sellers (including all other indemnification obligations of the Sellers pursuant to Section 6.2(b) shall not exceed $180,000,000 exclusive of any amounts due under Section 1.5. For the avoidance of doubt, no Party shall be entitled to recover for any Losses to the extent such Party recovered such Losses pursuant to Section 1.5. (b) In calculating the amount of Losses suffered or incurred by a party for which indemnification is sought hereunder there shall be deducted the amount of (i) any insurance paid to such party or otherwise inuring to the benefit of such party as a result of any such Loss, and (ii) any reduction in Taxes attributable to such Losses which directly inures to the permanent benefit of that party for any current tax year as a result of any such Loss. (c) No Purchaser Indemnitee shall be entitled to any indemnification hereunder for any breach of representations and warranties of which any party had actual Knowledge at any time if the Sellers can establish that on or prior to the date on which Closing Date (x) the Company had no Knowledge of the breach and (y) the Purchaser had Knowledge of such representation breach. (d) The foregoing indemnification provisions shall be the sole and warranty is made or any intentional exclusive remedy and procedure for all claims for breach by any party of any covenant representation or obligationwarranty, and GRS or agreement contained herein or in any of the Stockholders, as the case may be, will be jointly and severally liable Schedules or Exhibits attached hereto other than a suit for all damages with respect to such breachesspecific performance.

Limitations on Indemnification. The Notwithstanding anything to the contrary contained in this Article XI, neither party shall have been deemed to have incurred any Damages with respect to a claim under this Article XI until the Damages arising from such claim exceeds $50,000. Notwithstanding anything to the contrary contained in this Article XI, no indemnification provided for in Sections 9.01 and 9.02 shall be required to be made by either party under Section 11.1(b) or Section 11.2(b) unless and until the aggregate amount of all claims for Damages by the other party under such Section 11.1(b) or Section 11.2(b), as applicable, exceeds $500,000, in which case the party shall thereupon be entitled to indemnification for all amounts in excess of such threshold, but subject to the following limitations: (iRepresentations Cap and the Purchase Price Cap, as applicable. Notwithstanding anything to the contrary contained in the Agreement, the maximum liability of each party under Section 11.1(b) The Stockholders or Section 11.2(b), in the aggregate for such party, under this Agreement shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one exceed ten percent (110%) of the Purchase Price (the "Basket Amount"“Representations Cap”). Notwithstanding anything to the contrary contained in the Agreement, the maximum liability of each party under Section 11.1 or Section 11.2 (except as to Section 11.1(b) or Section 11.2(b)), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000for such party, and 1% of under this Agreement shall not exceed the Purchase Price is $70,000, (the Stockholders would then be liable for the entire $100,000 and not just $30,000“Purchase Price Cap”). This Each of the parties hereto acknowledges and agrees that the foregoing limitations contained in this Section 9.04(ii) will 11.4 do not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made Damages for intentional fraud, criminal activity, or any intentional breach by any party of any covenant or obligationwillful misconduct. IN ADDITION, and GRS or the StockholdersTHE PARTIES SHALL HAVE NO OBLIGATIONS UNDER THIS ARTICLE XI FOR ANY CONSEQUENTIAL, as the case may bePUNITIVE, will be jointly and severally liable for all damages with respect to such breachesEXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES OR LOSSES THE INDEMNIFIED PARTY MAY SUFFER AS THE RESULT OF ANY DEMAND, CLAIM, OR LAWSUIT.

Limitations on Indemnification. The (a) Notwithstanding the foregoing provisions of this Article VIII, (i) Seller shall not be responsible, pursuant to Section 8.01(i), for any indemnifiable Losses suffered by any Purchaser Indemnitee arising out of a breach of any representation or warranty of Seller herein (it being agreed and acknowledged by the parties that (A) for purposes of determining whether any breach of any such representation or warranty has occurred, such representations and warranties shall be deemed qualified by all references herein to materiality generally or to whether or not any such breach results or may result in a Businesses Material Adverse Effect, and (B) for purposes of calculating Losses in respect of any Purchaser Indemnitee's right to indemnification provided pursuant to this Article VIII, such representations and warranties shall not be deemed so qualified) unless a claim therefor is asserted in writing within the applicable time period specified in Section 8.04(b), failing which such claim shall be waived and extinguished, (ii) Seller shall not be liable, pursuant to Section 8.01(i), for (x) any Losses suffered by any Purchaser Indemnitee unless the aggregate of all Losses suffered by the Purchaser Indemnitees exceeds, on a cumulative basis, $1,000,000 (the "Threshold"), and then only to the extent of any such excess or (y) any individual item or series of related items arising out of the same or similar set of facts or circumstances where the Loss relating thereto is, in the aggregate, less than $20,000 (the "De Minimis Amount") (and such items shall not be aggregated for purposes of the immediately preceding clause (x)), (iii) the aggregate liability of Seller hereunder, pursuant to Section 8.01(i), for Losses suffered by the Purchaser Indemnitees shall in no event exceed $41,600,000 (the "Cap") and (iv) neither party hereto shall be liable to the other for indirect, special, incidental, consequential or punitive damages claimed by such other party (other than those paid or payable to third parties) resulting from such first party's breach of its representations, warranties or covenants hereunder. In no event shall Seller be obligated to indemnify the Purchaser Indemnitees or any other person with respect to any matter to the extent that such matter was reflected in the calculation of the adjustment to the Closing Date Payment, if any, pursuant to Section 2.03(c). Notwithstanding anything to the contrary contained in this Agreement, (A) Losses recoverable by the Purchaser Indemnitees for breaches of the representations and warranties contained in Sections 9.01 3.01, 3.02, 3.05, 3.13 and 9.02 3.16 and claims of, or causes of action arising from, Seller's fraud shall not be subject to the following limitations:Threshold or the De Minimis Amount and (B) if a Purchaser Indemnitee shall suffer any indemnifiable Loss arising out of a breach of any covenant hereunder or the representations and warranties contained in Sections 3.01, 3.02, 3.05, 3.13 and 3.16 or out of a claim of, or cause of action arising from, Seller's fraud that would cause the Cap to be exceeded, Seller shall be liable for such Loss so long as, and only to the extent that, the amount of such Loss and all prior Losses that have been paid by Seller, shall not exceed $104,000,000 (the "Purchase Price Cap") (in the event that the amount of such Loss would cause the foregoing limitation in this clause (B) to be exceeded, Seller's liability with respect to such Loss shall be limited to the portion of such Loss which would not cause such limitation to be exceeded). (b) No action or claim for Losses under Section 8.01(i) or 8.02 (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise resulting from a breach of representations and warranties described therein shall be brought or made after the expiration of the 18 month anniversary of the Closing Date (the "General Survival Period"); provided, however, that the foregoing time limitations shall not apply to: (i) any covenant hereunder or any of the representations and warranties contained in respect Sections 3.01, 3.02, 3.05, 3.13, 3.16, 4.01 and 4.02, and claims of, or causes of any inaccuracy action arising from, Seller's or breach disclosed Purchaser's fraud, as applicable, each of which shall survive indefinitely; or (ii) the representations and warranties contained in writing to GRS and specifically waived in writing by GRS prior to Section 3.09, which shall survive until the Closingday immediately following expiration of the applicable statute of limitation so long as such period is longer than the General Survival Period. (iic) Neither GRSPurchaser acknowledges and agrees that, (i) other than the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which Seller specifically contained in Article III of this Agreement and Section 5.05, none of Seller, any party had actual Knowledge at any time prior to the date on which such representation and warranty is made of its affiliates or any intentional breach by other person has made any party of any covenant representation or obligation, and GRS warranty either expressed or the Stockholders, as the case may be, will be jointly and severally liable for all damages implied (A) with respect to such breachesthe Businesses, the Transferred Assets, the Assumed Liabilities or the transactions contemplated hereby or (B) as to the accuracy or completeness of any information regarding the Businesses, the Transferred Assets, the Assumed Liabilities or the transactions contemplated hereby furnished or made available to Purchaser and its representatives and (ii) Purchaser shall have no claim or right to indemnification pursuant to this Article VIII and none of Seller, any of its affiliates or any other person shall have or be subject to any liability to Purchaser or any other person with respect to any information, documents or materials furnished by Seller, any of its affiliates or any of their respective officers, directors, employees, agents or advisors to Purchaser, including the Confidential Memorandum dated March 2003 prepared by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and any information, documents or material made available to Purchaser and its representatives in certain "data rooms", management presentations or any other form in expectation of the transactions contemplated hereby. Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that, except for the representations and warranties contained in Sections 3.13 or 3.15, (x) Seller does not make any representations or warranties relating to the maintenance, repair, condition, design, performance or marketability of any Transferred Asset, including merchantability or fitness for a particular purpose and (y) it shall obtain rights in the Transferred Assets in their present condition and state of repair, "as is" and "where is". (d) Each of Purchaser and Seller acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy with respect to any and all claims relating to this Agreement, the Businesses, the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities or the transactions contemplated hereby (other than claims of, causes of action arising from, fraud or causes of action arising from the provisions of any so-called "bulk transfer laws" or causes of action arising under the Ancillary Agreements) shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, (i) Purchaser hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud, causes of action arising from the provisions of any so-called "bulk transfer laws" or causes of action arising under the Ancillary Agreements) Purchaser or any other Purchaser Indemnitee may have against Seller or any of its affiliates or any of their respective directors, officers and employees arising under or based upon any Federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation or otherwise (except pursuant to the indemnification provisions set forth in this Article VIII) and (ii) Seller hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud, causes of action arising from the provisions of any so-called "bulk transfer laws" or causes of action arising under the Ancillary Agreements) Seller or any other Seller Indemnitee may have against Purchaser or any of its affiliates or any of their respective directors, officers and employees arising under or based upon any Federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation or otherwise (except pursuant to the indemnification provisions set forth in this Article VIII). Each party acknowledges and agrees that the indemnification provisions set forth in this Article VIII are not available as a remedy with respect to claims relating to any of the Ancillary Agreements.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 (a) No amount of Damages shall be subject payable pursuant to the following limitations: (iSection 10.2(a)(i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in Transferors Indemnified Party unless the aggregate amount of all Damages that are indemnifiable pursuant to Section 10.2(a)(i) exceeds $100,000375,000 (the “Basket”), and 1% upon which only the aggregate amount of all Damages in excess of the Purchase Price is $70,000Basket amount shall be recoverable in accordance with the terms hereof. For the avoidance of doubt, the Stockholders would then Basket shall be liable for calculated in the entire $100,000 aggregate with respect to all Indemnity Claims made by the Transferors Indemnified Parties pursuant to Section 10.2(a)(i) and not just $30,000). This separately. (b) No amount of Damages shall be payable pursuant to Section 9.04(ii10.2(b)(i) will not apply to any breach American Indemnified Party unless the aggregate amount of any representations all Damages that are indemnifiable pursuant to Section 10.2(b)(i) exceeds the Basket, upon which only the aggregate amount of all Damages in excess of the Basket amount shall be recoverable in accordance with the terms hereof. For the avoidance of doubt, the Basket shall be calculated in the aggregate with respect to all Indemnity Claims made by the American Indemnified Parties pursuant to Section 10.2(b)(i) and warranties not separately. (c) In no event shall the aggregate amount of Damages for which any party had actual Knowledge the Transferors Indemnified Parties shall be entitled to indemnification pursuant to Section 10.2(a)(i) exceed $4 million (the “Cap”); provided, however, that the Cap shall be reduced to (i) $3 million for Indemnity Claims made after the 90th day following the Closing, (ii) $2 million for Indemnity Claims made after the 180th day following the Closing and (iii) $1 million for Indemnity Claims made after the 270th day following the Closing. For the avoidance of doubt, (x) the applicable Cap in effect at any the time of the delivery of a Claim Notice shall apply with respect to the matters set forth therein and (y) the Cap shall be calculated in the aggregate with respect to all Indemnity Claims by the Transferors Indemnified Parties pursuant to Section 10.2(a)(i) and not separately. The Transferors Indemnified Parties shall have no right to indemnification under Section 10.2(a)(i) after the one year anniversary of the Closing Date, except with respect to Indemnity Claims already made on or prior to the date on one year anniversary of the Closing Date. (d) In no event shall the aggregate amount of Damages for which such representation the American Indemnified Parties shall be entitled to indemnification pursuant to Section 10.2(b)(i) exceed the Cap; provided, however, that the Cap shall be reduced to (i) $3 million for Indemnity Claims made after the 90th day following the Closing, (ii) $2 million for Indemnity Claims made after the 180th day following the Closing and warranty is (iii) $1 million for Indemnity Claims made or any intentional breach by any party after the 270th day following the Closing. For the avoidance of any covenant or obligationdoubt, and GRS or (x) the Stockholders, as applicable Cap in effect at the case may be, will be jointly and severally liable for all damages time of the delivery of a Claim Notice shall apply with respect to the matters set forth therein and (y) the Cap shall be calculated in the aggregate with respect to all Indemnity Claims by the American Indemnified Parties pursuant to Section 10.2(b)(i) and not separately. American shall have no right to indemnification under Section 10.2(b)(i) after the one year anniversary of the Closing Date, except with respect to Indemnity Claims already made on or prior to the one year anniversary of the Closing Date. (e) The amount of any Damages for which indemnification is provided under this Article X shall be reduced by any related recoveries actually recovered by the Indemnified Party under insurance policies of the Indemnifying Party or other related payments actually received from third parties other than, in the case of a Transferors Indemnified Party, another Transferors Indemnified Party, and in the case of an American Indemnified Party, another American Indemnified Party. It is agreed that promptly after the realization of any such breachesreductions of Damages pursuant hereto, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Damages for which the Indemnified Party was indemnified and paid prior to the realization of such reductions of Damages. (f) For the avoidance of doubt, nothing in this Agreement shall give any Person a right to indemnification under this Agreement with respect to any Damages or Claims to the extent such Damages or Claims arise out of the performance or non-performance of any party under any Ancillary Agreement.

Limitations on Indemnification. The (a) Notwithstanding any other provision of this Article X, (i) Seller and the Members shall not be liable under Section 10.1(a) unless and until the aggregate amount of liability thereunder exceeds $250,000, and thereafter the indemnified party shall be entitled to indemnification thereunder only for the aggregate amount of such liability in excess of $250,000 and (ii) the maximum amount for which the Buyer Indemnified Parties shall be entitled to indemnification in the aggregate under Section 10.1 shall be an amount equal to the Cash Purchase Price (without giving effect to any adjustment thereto after the Closing Date); provided, however that the indemnification obligation of each Member under Section 10.1 shall not exceed an amount equal to the product of (x) the number set forth beside such Member’s name in Schedule 10.6(a) (which is equal to such Member’s ownership interest in Seller) and (y) the Cash Purchase Price (without giving effect to any adjustment thereto after the Closing Date); provided further, however that the limitations set forth in this Section 10.6(a) shall not apply to liability for a breach of the representations or warranties in Sections 9.01 4.1, 4.2, 4.3(a), 4.13, 4.24, 4.26 and 9.02 4.30 or any indemnification obligation arising under Section 10.1(e). For the purposes of calculating each Member’s remaining indemnification obligation, any payment made to Hooker or Buyer from the Escrow Amount shall be deemed to be a payment by each Member in an amount equal to his pro rata share by interest of such payment. For so long as any representation or warranty made by Seller or the Management Members in this Agreement or the Related Agreements (excluding the Employment Agreements) survives the Closing as provided in Section 10.4, then to the extent that any claim for indemnification by any Buyer Indemnified Party for a Loss arising out of any event or circumstance described in Section 10.1(f) also arises out of a breach of such representation or warranty, then Seller’s and the Member’s indemnification obligations with respect to such Loss shall be subject to the following limitations: limit on indemnification described in clause (i) The Stockholders of this Section 10.6(a). (b) Notwithstanding any other provision of this Article X, Hooker and Buyer shall not be obligated liable under Section 10.2(a) unless and until the aggregate amount of liability thereunder exceeds $250,000, and thereafter the indemnified party shall be entitled to pay indemnification thereunder only for the aggregate amount of such liability in excess of $250,000 up to the Cash Purchase Price (without giving effect to any amounts adjustment thereto after the Closing Date). (c) The amount of Losses recoverable under and pursuant to the terms of this Agreement shall be reduced by the amount of any and all insurance proceeds, if any, received by the indemnified party with respect to the act, event, circumstances or state of facts giving rise to indemnification hereunder. (d) During the term of the Escrow Agreement, Hooker and Buyer shall make any claim for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise Agreement first against the funds then in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior the Escrow Account to the Closing. (ii) Neither GRSextent of such funds and then, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IXonly after such funds have been exhausted, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made against Seller or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesMember directly.

Limitations on Indemnification. The (a) Notwithstanding the provisions of this Article X: (i) Sellers shall not have any indemnification provided obligations for Losses under Section 10.2(a)(i) unless and until the aggregate amount of all such Losses exceeds [***] (the “Deductible”), except in the case of fraud; provided, however, that from and after such time as the total amount of such Losses incurred by Purchaser Indemnified Parties exceeds the Deductible, then Sellers shall be liable for only those Losses in excess of the Deductible; (ii) in no event shall the aggregate indemnification to be paid by Sellers under Section 10.2(a)(i) exceed [***] as finally determined under Article III, except in the case of fraud; (iii) in no event shall the aggregate indemnification to be paid by Sellers under Sections 9.01 10.2(a)(ii), 10.2(a)(v), 10.2(a)(vi), 10.2(a)(ix) and 9.02 10.2(a)(x) exceed [***] as finally determined under Article III, except in the case of fraud; and (iv) in no event shall the aggregate indemnification to be paid by Sellers under Section 10.2(a)(iii) and Section 10.2(a)(iv) exceed [***] as finally determined under Article III, except in the case of fraud. For the avoidance of doubt, Sellers’ indemnification obligations for Losses under Section 10.2(a)(vii), Section 10.2(a)(viii) or for any fraud shall not be subject to the following limitations:a cap. (ib) The Stockholders shall not be obligated Subject to pay Section 7.7(d) and Section 12.2, and except to the extent that any amounts for Seller engaged in fraud, the parties acknowledge and agree that the indemnification under provisions contained in this Article IX arising out of any X shall be the sole and exclusive remedy for Losses based upon, arising out of attributable to or otherwise in respect of any resulting from the breach or inaccuracy or breach disclosed in writing failure to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay comply with any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusionsrepresentations, equals one percent (1%) warranties, covenants or agreements of the Purchase Price (the "Basket Amount"), whereupon GRS, parties in this Agreement under any theory of law or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesequity.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 3.28, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,00030,000.00). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breaches.

Limitations on Indemnification. The indemnification provided (a) Shareholder shall have no Liability for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts claim for indemnification under this Article IX arising out of pursuant to Section 7.03(a)(1) if the Loss associated with such claim is less than five thousand dollars ($5,000) (any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing such claim being referred to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders as a “De Minimis Claim”). Shareholder shall be obligated to pay any amounts have no Liability for indemnification under this Article IX, except those based upon, arising out of or otherwise in pursuant to Section 7.03(a)(1)(ii) with respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims Losses for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable indemnification is in provided thereunder unless the aggregate amount of such Losses (including all Losses associated with De Minimis Claims) exceeds two hundred fifty thousand dollars ($100,000250,000) (the “Indemnity Threshold”), and 1% of the Purchase Price is $70,000, the Stockholders would then in which case Shareholder shall be liable for all Losses in excess of the entire Indemnity Threshold (excluding all Losses associated with De Minimis Claims); provided that in no event shall the aggregate indemnification to be paid by Shareholder (i) pursuant to Section 7.03(a)(1)(ii) exceed five million dollars ($100,000 and not just 5,000,000) or (ii) pursuant to Section 7.03(a)(1)(i) exceed twenty-five million dollars ($30,00025,000,000). (b) Purchaser shall have no Liability for any claim for indemnification pursuant to Section 7.02(a)(1) if the Loss is associated with any De Minimis Claim. This Purchaser shall have no Liability for indemnification pursuant to Section 9.04(ii7.02(a)(1)(ii) will with respect to Losses for which indemnification is provided thereunder unless the aggregate amount of such Losses (including all Losses associated with De Minimis Claims) exceeds the Indemnity Threshold, in which case Purchaser shall be liable for all Losses in excess of the Indemnity Threshold (excluding all Losses associated with De Minimis Claims); provided that in no event shall the aggregate indemnification to be paid by Purchaser (i) pursuant to Section 7.02(a)(1)(ii) exceed five million dollars ($5,000,000) or (ii) pursuant to Section 7.02(a)(1)(i) exceed twenty-five million dollars ($25,000,000). (c) The limitations specified in Sections 7.05(a)–7.05(b) shall not apply to any breach in respect of any fraudulent breaches of representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party willful concealment of any covenant matter which breaches a representation or obligation, and GRS or warranty. (d) No indemnified party shall be entitled to recover from an indemnifying party more than once in respect of the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachessame Losses.

Limitations on Indemnification. (a) The indemnification provided for Seller Indemnifying Parties shall not have any liability under Section 8.1(a)(i) hereof unless the aggregate amount of indemnifiable Losses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty of any Seller to be true and correct exceeds $500,000 (the "Threshold Amount") ---------------- and, in such event, the Seller Indemnifying Parties shall be required to pay the entire amount of such Losses in excess of the Threshold Amount; provided, -------- however, that Losses finally determined to arise thereunder based upon, ------- attributable to or resulting from the failure of any representation or warranty set forth in Sections 9.01 4.2, 4.3, and 9.02 4.6, Section 4.10 (to the extent the failure of such representations and warranties relates to federal or state income Taxes), the first sentence of Section 4.12(b), and Section 4.26 hereof to be true and correct shall not be subject to the following limitations:foregoing limitation and shall be indemnified pursuant to this Article VIII even if less than the Threshold Amount. (b) The Purchasers shall not have any liability under Section 8.1(b)(i) hereof unless the aggregate amount of indemnifiable Losses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, exceeds Threshold Amount and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses in excess of the Threshold Amount; provided, however, that Losses finally determined to arise -------- ------- thereunder based upon, attributable to or resulting from the failure of any representation or warranty set forth in Sections 5.2, 5.6 and 5.7 hereof to be true and correct shall not be subject to the foregoing limitation and shall be indemnified pursuant to this Article VIII even if less than the Threshold Amount. (c) The maximum amount of Losses for which each Stockholder of SMSV (other than LPC and DC) shall be liable under Section 8.1 of this Agreement shall not exceed $3,000,000 in the aggregate. The maximum amount of Losses for which each Stockholder of Rylan (other than LPC and DC) shall be liable under Section 8.1 of this Agreement shall not exceed that portion of the Rylan Purchase Price, as adjusted pursuant to Article II hereof, paid to such Stockholder. The maximum amount of Losses for which all of the Seller Indemnifying Parties shall be liable pursuant to Section 8.1(a)(i) of this Agreement in respect of the failure of any representation or warranty relating exclusively to Local Taxes to be correct shall not exceed $2,000,000 less any ---- Losses attributable to Local Taxes that have been counted toward satisfying the Threshold Amount for the Seller Indemnifying Parties pursuant to paragraph (a) of this Section 8.3. The maximum amount of Losses for which all of the Seller Indemnifying Parties shall be liable pursuant to paragraph (a) of Section 8.1 of this Agreement (including the Losses described in the preceding sentences of this Section 8.3(c)) shall not exceed $65,000,000 in the aggregate. The maximum amount of Losses for which the Purchasers shall be liable pursuant to paragraph (b) of Section 8.1 of this Agreement shall not exceed $65,000,000 in the aggregate. It is understood that nothing in this Section 8.3(c) shall impose a limit on indemnification obligations pursuant to Section 8.6 (except to the extent otherwise expressly set forth therein). (d) The parties further agree in the event a Claim for which indemnification is provided under Section 8.1 appears to be an insured claim under the Polices (as defined in Section 6.11), the Purchasers and the Representative shall jointly present such Claim to the appropriate insurance carriers for defense and coverage and the parties shall cooperate in connection therewith and otherwise exercise the rights available under the Policies with respect to such Claim with a view toward maximizing the insurance recoveries in respect thereof; it being understood and agreed that (i) The Stockholders the presentment of such Claim to the other parties and such insurance carriers shall not constitute notice of such Claim to the indemnifying party for purposes of Section 8.2 hereof, (ii) none of the URI Indemnified Parties shall under any circumstances be obligated required to pay threaten or institute any amounts legal proceedings against any such insurance carrier or any other Person for indemnification purposes of obtaining the purported benefits or coverage under any of the Policies before proceeding against the Sellers under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) VIII and (iii), 11.01 ) nothing in this Section shall be deemed to relieve the Sellers from any of their obligations (which are absolute) to indemnify and 11.02 hold harmless the URI Indemnified Parties in accordance with this Article VIII in the event any such insurance carrier disputes or denies its obligation to defend against and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive insure any such Claim or portion thereof or otherwise fails to so defend or insure within a commercially reasonable period of time following its receipt of the Basket Exclusionsparties' request for coverage in respect thereof. If the Sellers actually indemnify the URI Indemnified Parties for any such Claim pursuant to this Article VIII, equals one percent (1%) the Sellers shall be subrogated to the rights of the Purchase Price (URI Indemnified Parties under the "Basket Amount"), whereupon GRS, Policies to the extent of the amounts so indemnified. The parties further agree that any Loss for which the Sellers or the Company and StockholdersPurchasers, as the case may be, shall be obligated liable to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount indemnify under Section 8.1 shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach net of any representations and warranties insurance recoveries actually received by the indemnified party under the Policies in respect of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesLoss.

Limitations on Indemnification. The (a) No claim or claims may be made against an Indemnifying Party for indemnification provided for pursuant to Section 8.1(a) (other than in Sections 9.01 respect of the Real Property Representations, the Environmental Representations and 9.02 the Major Trademark Title Representation) or Section 8.2(a) unless the Losses of the Indemnified Party with respect to such section (other than in respect of the Environmental Representations, which shall be subject to governed by the following limitations: sentence) shall exceed an amount equal to Three Million Dollars (i$3,000,000) The Stockholders (the "Deductible"), in which case the Indemnifying Party shall not be obligated to pay the Indemnified Party only for the amount of the Loss in excess of the Deductible, subject to Section 8.5(c); provided, however, that for purposes of calculating the aggregate amount of claims, no individual claim for indemnification under Section 8.1(a) (other than in respect of the Real Property Representations the Major Trademark Title Representation) or Section 8.2(a) shall be included unless and until the Losses resulting from such individual claim exceed Fifty Thousand Dollars ($50,000). (b) No claim or claims may be made against Seller for indemnification pursuant to Section 8.1(a) as a result of breaches of the Environmental Representations, unless the Losses of the Buyer Indemnified Parties with respect to such breaches shall exceed an amount equal to Three Million Dollars ($3,000,000) (the "Environmental Deductible"), in which case Seller shall be obligated to the Buyer Indemnified Parties only for eighty percent (80%) of the amount of the Loss in excess of the Environmental Deductible, subject to Section 8.5(c); provided, however, that for purposes of calculating the aggregate amount of claims, no individual claim for indemnification under Section 8.1(a) in respect of the Environmental Representations shall be included unless and until the Losses from such individual claim, exceed Fifty Thousand Dollars ($50,000). If a claim or claims may be made under Section 8.1(a) in respect of the Environmental Representations, then such claim or claims may not be made in respect of a breach of any amounts of the other representations or warranties, regardless of whether the facts and circumstances with respect to such claim or claims would have otherwise entitled a Party to assert such claim or claims. No individual claim may be made against Seller for indemnification pursuant to Section 8.1(a) as a result of the Major Trademark Title Representation unless and until the Losses resulting from such individual claim exceed Twenty Five Thousand Dollars ($25,000). (c) No Indemnifying Party shall be liable for any Loss, to the extent such Losses (in aggregate) relating to Section 8.1(a) (including those relating to breaches of the Excepted Representations, the Environmental Representations, the Title Representations, the Real Property Representations and the Major Trademark Title Representation) or Section 8.2(a) exceed Forty Million Dollars ($40,000,000), and no Indemnifying Party shall be liable for any Loss to the extent such Losses (in aggregate) relating to Section 8.1(a) in respect of breaches of the Environmental Representations or in any certificate relating thereto exceed Five Million Six Hundred Thousand Dollars ($5,600,000). (d) For purposes of computing the aggregate amount of claims against Seller, the amount of each claim by an Indemnified Party shall be deemed to be an amount equal to, and any payments by an Indemnifying Party shall be limited to, the amount of Losses that remain after deducting therefrom (A) any third party insurance proceeds and any indemnity, contributions or other similar payment payable by any third party with respect thereto, and (B) any net tax benefit recognized by an Indemnified Party or any Affiliate thereof with respect to the Losses or items giving rise to such claim for indemnification. (e) The amount of indemnity payable pursuant to Section 8.1 or in any certificate relating thereto with respect to any Loss shall be reduced to the extent such Loss is reflected on the Final Working Capital Schedule or, except to the extent otherwise specifically agreed to herein, in the Financial Statements. (f) In any claim for indemnification under this Article IX arising out Agreement, Seller shall not be required to indemnify any Person for special, exemplary, punitive or consequential damages, including loss of profit or revenue, any Losses based uponmultiple of reduced cash flow, arising out interference with operations, or loss of tenants, lenders, investors or otherwise buyers. (g) In any case where an Indemnified Party recovers from third Persons any amount in respect of any inaccuracy or breach disclosed in writing a matter with respect to GRS and specifically waived in writing by GRS prior which the Indemnifying Party has fully indemnified it pursuant to this Agreement, such Indemnified Party shall promptly pay over to the ClosingIndemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of any amount previously so paid by the Indemnifying Party to or on behalf of the Buyer Indemnified Party in respect of such matter. (iih) Neither GRS, the Company nor the Stockholders Any indemnity payment under this Agreement by Seller shall be obligated treated as an adjustment to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesfederal income tax purposes.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.13, 3.21, 3.28, 5.03, 5.14, 5.22, 5.295.28, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,00030,000, and 1% of the Purchase Price is $70,00040,000, the Stockholders would then be liable for the entire $100,000 40,000 and not just $30,00010,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breaches.

Limitations on Indemnification. The All indemnification provided for in Sections 9.01 and 9.02 obligations of a Party that is required to provide indemnification under this Section 9 (each, an “Indemnifying Party”) to either one or more Purchaser Indemnitees or one or more Seller Indemnitees, as applicable (each, an “Indemnified Party”), shall be subject to the following limitations: (ia) The Stockholders No indemnification payments will be made by or on behalf of the Seller under this Agreement in respect of any individual claim or series claims having the same nature or origin where the losses relating thereto are less than $25,000, and such items less than $25,000 will not be aggregated for purposes of calculating the Deductible in clause (b) below. (b) Seller shall not be obligated liable to pay any amounts the Purchaser Indemnitees for indemnification under this Article IX arising out Section 9.2(a) until the aggregate amount of any Losses all Damages in respect of indemnification under Section 9.2(a) exceeds $100,000.00 (the “Deductible”), in which event Seller shall only be required to pay or be liable for Damages in excess of the Deductible. The aggregate amount of all Damages for which Seller shall be liable pursuant to Section 9.2(a) shall not exceed $2,500,000.00 (the “Cap”). (c) Notwithstanding the foregoing, the limitations set forth in Section 9.4(a) shall not apply to Damages based upon, arising out of, with respect to or by reason of or otherwise in respect of (i) any inaccuracy or breach disclosed of any Fundamental Representation, (ii) any inaccuracy or breach of the representations and warranties contained in writing Section 6.13 (Taxes) or (iii) Damages related to GRS indemnification under Sections 9.2(b), 9.2(c), or 9.2(d); provided, however, that notwithstanding the foregoing, the aggregate total amount in respect of which the Seller will be liable to indemnify, defend and specifically waived in writing by GRS prior hold harmless the Purchaser Indemnitees pursuant to Section 9.2(a) will not exceed the ClosingPurchase Price. (d) NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN THIS AGREEMENT, AND OTHER THAN IN CONNECTION WITH A THIRD PARTY ACTION PURSUANT TO WHICH SUCH DAMAGES ARE FINALLY AWARDED, NO PARTY SHALL BE LIABLE FOR, AND NO PARTY SHALL SEEK, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF REVENUE, LOST SALES OR AMOUNTS CALCULATED AS A MULTIPLE OF EARNINGS, PROFITS, REVENUE, SALES OR OTHER MEASURE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Damages upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach or inaccuracy that gives rise to such Damages. (f) Notwithstanding anything to the contrary in this Agreement, when determining the amount of Damages and whether there has been a breach of any representation or warranty, such representation or warranty shall be read without regard and without giving effect to any materiality, Material Adverse Effect, or other similar standard or qualification contained in such representation or warranty, except (i) where any such provision requires disclosure of lists of items of a material nature or above a specified threshold in which case such qualifier shall not be deleted for purposes of determining the lists of items which must be disclosed and any related claim for a breach of representation or warranty and (ii) Neither GRSin the case of the representations and warranties contained in Section 6.4 (Financial Statements), the Company nor the Stockholders shall Section 6.5 (Books and Records) and Section 6.14 (No Material Adverse Effect). (g) No Person will be obligated entitled to pay any amounts for indemnification under this Article IXAgreement with respect to any breach of, except those based or inaccuracy in, any representation, warranty or covenant by the Seller or the Purchasers if, on the Closing Date, the Person seeking such indemnification had knowledge of the existence of such breach or inaccuracy. (h) For the avoidance of doubt, and notwithstanding anything herein to the contrary, in no event shall any Indemnified Party be entitled to indemnification more than once for Damages incurred by such Indemnified Party hereunder by reason of the state of facts giving rise to such Liability constituting a breach of, or inaccuracy in, more than one representation, warranty, covenant or agreement, or to recovery in excess of Damages incurred upon, arising out sustained by, or imposed upon such Indemnified Party. (i) The amount of any and all Damages for which indemnification is provided pursuant to this Agreement will be net of any Tax benefit to which an Indemnified Party is entitled by reason of payment of such Liability (taking into account any Tax cost or otherwise reduction in respect such Tax benefits by reason of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (iireceipt of the indemnification payment) and (iii)any amounts of any insurance proceeds, 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRScontribution payments or reimbursements receivable by, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, payable in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000kind to, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages Indemnified Party with respect to such breachesDamages or any of the circumstances giving rise thereto. If, at any time following payment in full by the Indemnifying Party of any amounts of Damages due under this Agreement, the Indemnified Party receives any insurance proceeds, indemnification payments, contribution payments or reimbursements relating to the circumstances giving rise to such Damages, the Indemnified Party will promptly remit to the Indemnifying Party such proceeds, payments or reimbursements in an amount not to exceed the amount of the corresponding indemnification payment made by the Indemnifying Party. The Parties will use (and will cause their Affiliates to use) commercially reasonable efforts to collect the proceeds of any available insurance which would have the effect of reducing any Damages (in which case the net proceeds thereof will reduce the Damages).

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 (a) There shall be subject to the following limitations: no liability for Damages under Section 9.1(a)(i) or (ii) for breaches of representations, warranties, covenants and agreements unless and until (i) the amount of Damages for each claim or for multiple, similar claims arising from related facts or circumstances asserted by the Buyer Indemnified Parties exceeds Twenty-Five Thousand Dollars ($25,000) (the “Materiality Basket”), but in the event the Materiality Basket is exceeded, the Buyer Indemnified Parties shall be entitled to all of such Damages from such claim or similar claims (irrespective of the Materiality Basket), and (ii) the aggregate Damages for all such claims (without reference to any and all claims excluded by the Materiality Basket) exceeds Seven Hundred Fifty Thousand Dollars ($750,000) (the “Indemnification Threshold”); provided, however, that after such amount of Damages disregarded as a result of operation of clause (ii) immediately preceding exceeds the Indemnification Threshold, only Damages in excess of the Indemnification Threshold shall be recoverable by the Buyer Indemnified Parties unless otherwise excluded by the Materiality Basket. The Stockholders limitations set forth in this Section 9.3(a) shall not apply to (i) breaches of the Seller Fundamental Representations, (ii) breaches of the covenants set forth in Sections 1.4, 6.6, 6.7, 9.1(a)(iv) and 9.1(a)(v) and Article X, (iii) claims pursuant to Section 9.1(a)(iv), or (iv) claims based on fraud, with respect to which, in each case, all Damages shall be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to recoverable from the Closingfirst dollar. (b) There shall be no liability for Damages under Section 9.1(b) for breaches of representations, warranties, covenants and agreements unless and until (i) the amount of Damages for each claim or for multiple, similar claims arising from related facts or circumstances asserted by the Seller Indemnified Parties exceeds the Materiality Basket, but in the event the Materiality Basket is exceeded, the Seller Indemnified Parties shall be entitled to all of such Damages from such claim or similar claims (irrespective of the Materiality Basket), and (ii) Neither GRSthe aggregate Damages for all such claims (without reference to any and all claims excluded by the Materiality Basket) exceeds the Indemnification Threshold; provided, however, after such amount of Damages disregarded as a result of operation of clause (ii) immediately preceding exceeds the Indemnification Threshold, only Damages in excess of the Indemnification Threshold shall be recoverable by the Seller Indemnified Parties unless otherwise excluded by the Materiality Basket. The limitations set forth in this Section 9.3(b) shall not apply to (i) breaches of the Buyer Fundamental Representations, (ii) breaches of the covenants set forth in Sections 1.4, 6.6, 6.7, 6.8, 6.12 and Article X, or (iii) claims based on fraud, with respect to which, in each case, all Damages shall be recoverable from the first dollar. (c) The indemnification obligations of the Sellers under Section 9.1(a) shall be limited to an amount equal to Forty-Two Million Three Hundred Fifty Thousand Dollars ($42,350,000). Notwithstanding any other provisions hereof, the Company nor limitations in this Section 9.3(c) shall not apply to (i) breaches of the Stockholders Seller Fundamental Representations and the indemnification obligations set forth in Sections 9.1(a)(iv) and 9.1(a)(v), with respect to which the indemnification obligations of the Sellers, together with all other indemnification obligations of the Sellers under Section 9.1(a), shall be obligated limited to pay the Purchase Price or (ii) claims based on fraud, with respect to which, in each case, no Damages shall be counted in determining whether the threshold in this Section 9.3(c) has been exceeded. (d) The indemnification obligations of the Buyer under Section 9.1(b) shall be limited to an amount equal to Forty-Two Million Three Hundred Fifty Thousand Dollars ($42,350,000). Notwithstanding any amounts other provisions hereof, the limitations in this Section 9.3(d) shall not apply to (i) breaches of the Buyer Fundamental Representations, with respect to which the indemnification obligations of the Buyer shall be limited to the Purchase Price, or (ii) claims based on fraud, with respect to which, in each case, no Damages shall be counted in determining whether the threshold in this Section 9.3(d) has been exceeded. (e) For purposes of determining the amount of any Damages with respect to any breach of any representation, warranty or covenant for purposes of indemnification under this Article IX, except those based uponany qualification or limitation of a representation, arising out warranty or covenant by reference to materiality of matters stated therein or otherwise in respect as to matters having or not having a “Material Adverse Effect,” or words of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may besimilar effect, shall be obligated to pay any disregarded. The indemnification payments, including obligations of the Basket Amount, in full. It is expressly understood Sellers and the rights and remedies that the Basket Amount may be exercised by a Buyer Indemnified Party shall serve not be limited or otherwise affected by or as a "trigger" for indemnification and not as a "deductible" (for exampleresult of any information furnished to, if or any investigation made by or knowledge of, any of the indemnity claims for which GRS Buyer Indemnified Parties or any of their Representatives, including, without limitation, any notice given to the Stockholders wouldBuyer pursuant to Section 6.5. No Seller shall be entitled to contribution from, but subrogation to or recovery against the Company with respect to any payments that are made for the provisions account of such Seller to a Buyer Indemnified Party pursuant to this Article IX, except to the extent provided under Section 9.3(h). (f) Each Indemnified Party shall reimburse any Indemnifying Party for amounts paid to such Indemnified Party by such Indemnifying Party with respect to Damages pursuant to the terms of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior Agreement to the date on which extent that such representation and warranty is made or Indemnified Party receives any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages insurance proceeds with respect to such breachesDamages. An Indemnifying Party’s liability for Damages shall be reduced by any Tax benefit actually realized with respect to such Damages. (g) Each Party agrees to take commercially reasonable steps to mitigate their respective Damages upon and after becoming aware of conditions giving rise to Damages that are indemnifiable hereunder. (h) Upon making any payment to an Indemnified Party for an indemnification claim under this Article IX, such Indemnifying Party shall be subrogated to the extent of such payment to any rights that such Indemnified Party may have against any third parties with respect to the subject matter underlying such claim. (i) In calculating any Damages, there shall be deducted any indemnification, contribution or other similar payment actually recovered by the Indemnified Party from any third party with respect thereto so long as such recovered claim has been finally determined and is not subject to appeal. If and to the extent any Buyer Indemnified Party suffers or incurs Damages as a consequence of failure to collect any accounts receivable (and whether or not such Damages are indemnified hereunder or subject to any limitation on indemnification hereunder) any amount subsequently collected on such accounts receivable shall be deducted from any subsequent Damages to any Buyer Indemnified Parties that are subject to payment hereunder to such Buyer Indemnified Parties (after giving effect to all limitations on indemnification hereunder). (j) All indemnification payments under this Article IX shall be calculated without duplication in any case in which more than one of the Indemnified Parties seeks indemnification for the same Damages or in the event that any events or circumstances giving rise to a breach of a particular representation or warranty of any Party, contained in this Agreement or any other agreement or any certificate executed and delivered by any Party, also constitutes a breach of one or more other representations or warranties of any Party contained in this Agreement or any other agreement or any certificate executed and delivered by any Party. The Indemnified Parties shall not be entitled to indemnification under this Article IX for any Damages if and to the extent that such Damages were taken into account (such as being applied as a reduction in current assets or an increase in current liabilities), in the determination of the Closing Adjustment or in any other adjustment that may be made to the Purchase Price. (k) Damages shall not include any special, exemplary or punitive damages, and no Party shall be liable for any special, exemplary or punitive damages under this Article IX, except to the extent that such special, exemplary or punitive damages are asserted and recovered by a third party. (l) The amount of any Damages for which any Indemnified Party would otherwise become entitled to be indemnified under this Article IX shall be reduced by the amount, if any, of any specific accruals or reserves for such Damages reflected in the Closing Working Capital Statement. (m) The Indemnified Parties shall not be entitled to recover any Damages under this Article IX to the extent that such Damages arose primarily from the intentional wrongdoing of any of the Indemnified Parties.

Limitations on Indemnification. The 12.4.1. Notwithstanding any other provision of this Agreement to the contrary, in no event shall Losses include a party's incidental, 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 provided for in Sections 9.01 and 9.02 hereunder. 12.4.2. Neither the Jupiter/Smit▇ ▇▇▇lers (taken as a whole) nor the HMTF/Smit▇ ▇▇▇ers (taken as a whole) shall be subject liable to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise other in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior indemnification hereunder except to the Closing. (ii) Neither GRS, extent that the Company nor aggregate Losses of the Stockholders shall party to be obligated to pay any amounts for indemnification indemnified under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 Agreement and under the Three-Station Agreement (iitaken as a whole) and exceeds Two Hundred Fifty Thousand Dollars (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%$250,000) of the Purchase Price (the "Basket Amount"), whereupon GRS, or and then only to the Company and Stockholders, as extent of the case may be, shall be obligated to pay any indemnification payments, including excess over the Basket Amount; provided, in full. It is expressly understood that however, the Basket Amount and the limitations set forth in Section 12.4.3 shall serve not be applicable to (a) any Losses incurred by any Seller Indemnified Party in connection with Buyer's failure to comply with the covenants, agreements and indemnities set forth in Section 2.8.1 or Section 8.4, or (b) any amounts owed in connection with the Final Net Working Capital Amount. 12.4.3. Notwithstanding any other provision of this Agreement to the contrary (other than Section 12.4.2), the Buyer acknowledges and agrees as follows: (a) the maximum aggregate liability of the Jupiter/Smit▇ ▇▇▇lers (taken as a "trigger" for indemnification whole) pursuant to this Agreement and not the WTOV Purchase Agreement (taken as a "deductible" (whole) to the Buyer Indemnified Parties and any third parties for exampleany and all Losses shall not exceed the Indemnity Escrow Amount, if regardless of whether the indemnity claims for which GRS Buyer Indemnified Parties seek indemnification pursuant to this Article 12 or Article 12 of the Stockholders wouldWTOV Purchase Agreement, but for regardless of the provisions form of this subparagraph (ii)action, be liable is whether in the aggregate amount of $100,000contract or tort, including negligence, and 1% regardless of whether or not the Jupiter/Smit▇ ▇▇▇lers are notified of the Purchase Price is $70,000possibility of damages to the Buyer Indemnified Parties or any other third party, and (b) any indemnification payments by Sellers pursuant to this Article 12 shall be solely payable from the Stockholders would then funds held by the Indemnity Escrow Agent pursuant to the Indemnity Escrow Agreement; provided, however, nothing in this Section 12.4.3 shall be liable for construed to constitute a waiver or limitation of any claims by Buyer based on fraud. 12.4.4. Each party (a "recipient party") shall notify the entire $100,000 and not just $30,000). This Section 9.04(iiother party (the "representing party") will not apply to reasonably promptly of any perceived breach by the representing party of which the recipient party has knowledge of any representations and warranties warranties, covenants, and agreements and of which any Losses (including a brief description of the same) of the recipient party had actual Knowledge at caused thereby. In the event of any time breach that is cured prior to the date on which such representation and warranty is made Closing Date in accordance with the terms of this Agreement, the representing party shall have no obligation under Section 12.2 or any intentional breach by any Section 12.3 or otherwise to indemnify the recipient party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesLosses.

Limitations on Indemnification. (a) The indemnification provided provisions for in Sections 9.01 and 9.02 indemnity under Section 9.1(a)(i) or Section 9.1(b)(i) shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until effective only when the aggregate amount of all Losses for which indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, is sought from Merck or the Company and StockholdersSalix, as the case may be, exceeds $[*], in which case the indemnified Party shall be obligated entitled to pay any indemnification payments, including of the Basket Amount, indemnified Party’s Losses in fullexcess thereof. It is expressly understood that the Basket Amount In no event shall serve as a "trigger" either indemnifying Party have liability for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS under Section 9.1(a)(i) or the Stockholders would, but for the provisions of this subparagraph (iiSection 9.1.(b)(i), be liable is in the aggregate amount of $100,000as applicable, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable together with liability for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties under any of which the Ancillary Agreements, for any party had actual Knowledge at any time prior to amounts exceeding, in the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligationaggregate, and GRS or the Stockholders[*] percent ([*]%) (or, as in the case may be, will be jointly and severally liable for all damages of Merck’s liability with respect to such breachesany breach of Section 4.1.6, [*] percent ([*]%)) of the amount equal to (i) the Closing Payment less (ii) any adjustments made pursuant to Section 2.4.1(c) or Section 2.4.1(d). Indemnification under this Article 9 shall be the exclusive remedy for any breach of representation or warranty under this Agreement. (b) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES OR SIMILAR DAMAGES OR LOSSES INCURRED BY THE OTHER PARTY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN; PROVIDED HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (i) THE LIABILITIES ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND (ii) THE LIABILITIES OF THE PARTIES UNDER SECTION 9.1.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject (a) After the Closing occurs, notwithstanding anything to the following limitationscontrary in this Agreement, the Seller Indemnified Parties and the Purchaser Indemnified Parties shall not be entitled to indemnification: (i) The Stockholders shall not be obligated to pay in connection with any amounts claim for indemnification under this Article IX arising out hereunder with respect to which such party has an enforceable right of indemnification, contribution or right of set-off against any third party, unless such party is enjoined by a court of competent jurisdiction or otherwise legally prevented from receiving the benefit of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing.such set-off; (ii) Neither GRSto the extent of any insurance proceeds actually received by the indemnified party in connection with the facts giving rise to such indemnification; (iii) to the extent such Loss is reserved for, or otherwise taken into account, in the Company nor determination of the Stockholders Closing Working Capital; (iv) under Sections 13.2(a)(i) or 13.3(a)(i) (except in connection with a claim for fraud) with respect to any Losses as to which the Purchaser Indemnified Parties (collectively), on the one hand, or the Seller Indemnified Parties (collectively), on the other hand, may otherwise be entitled to until such Losses exceed $250,000.00, at which time such parties shall be obligated indemnified dollar for dollar to pay the extent any amounts Liability with respect to such matters exceeds $250,000.00; (v) for indemnification any Losses payable in excess of an aggregate amount equal to $2,000,000.00 by the Seller Indemnified Parties (collectively), on the one hand, or the Purchaser Indemnified Parties (collectively), on the other hand, under this Article IX, except those based upon, arising out of Sections 13.2(a)(i) or otherwise 13.3(a)(i) in respect of a breach or inaccuracy of a representation or warranty; provided, that the limitation set forth in this Section 13.4(a)(v) shall not be applicable in connection with (a) a claim for fraud relating to this Agreement; (b) a breach or inaccuracy of a representation or warranty set forth in Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) 4.1(Organizational Matters Regarding Seller and (iiithe Wilmington Purchaser), 11.01 4.8(b)(Title), 4.9(Taxes), 4.14(Benefit Plans), or 5.1(Organizational Matters Regarding Purchaser and 11.02 and Article IV hereof Purchaser Parent); or (c) a breach or inaccuracy of a representation or warranty set forth in Section 4.12 (Environmental Matters) (the "Basket Exclusions"limitations for which are addressed in Section 13.4(a)(vi) below), until ; (vi) for any Losses payable in excess of an aggregate amount equal to $2,000,000.00 by the aggregate indemnification payments, exclusive Seller Indemnified Parties (collectively) under (a) Section 13.3(a)(i) in respect of a breach or inaccuracy of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties set forth in Section 4.12(Environmental Matters) hereof or (b) Section 13.3(a)(iii) in respect of the Non-Assumed Liabilities set forth in Section 3.4(ii) hereof; provided, that the limitation set forth in this Section 13.4(a)(vi) shall not be applicable in connection with a claim for fraud relating to this Agreement; (vii) for any Losses in respect of the matters described on Schedule 13.4(a)(vii); (viii) for any Losses relating to any matter, event or circumstance which any party had actual Knowledge at any time would result in a breach of a representation or warranty of Seller hereunder and (A) which arose prior to the date of this Agreement and was actually known to any of the Purchaser Indemnified Parties at and as of the execution and delivery hereof as a matter, event or circumstance which consisted of a breach or violation of a representation or warranty of Seller hereunder (but only to the extent such matter, event or circumstance was known by any of the Purchaser Indemnified Parties at the time of Purchaser’s execution and delivery of this Agreement, it being agreed that the Purchaser Indemnified Parties have actual knowledge of, among other things, the matters set forth on Schedule 13.4(a)(viii); or (B) which arose after the execution and delivery hereof (but prior to Closing) and was actually known to by any of the Purchaser Indemnified Parties at and as of the Closing as a matter, event or circumstance which consisted of a breach or violation of a representation or warranty of Seller which were made under the certificate delivered at Closing pursuant to Section 6.2(a)(iv) hereof (but only to the extent such matter, event or circumstance was known by any of the Purchaser Indemnified Parties at the time of such delivery); (ix) for any Losses relating to any matter, event or circumstance which would result in a breach of a representation or warranty of Purchaser hereunder and (A) which arose prior to the date of this Agreement and was actually known to any of the Seller Indemnified Parties at and as of the execution and delivery hereof as a matter, event or circumstance which consisted of a breach or violation of a representation or warranty of Purchaser hereunder (but only to the extent such matter, event or circumstance was known by any of the Seller Indemnified Parties at the time of Seller’s execution and delivery of this Agreement); or (B) which arose after the execution and delivery hereof (but prior to Closing) and was actually known to by any of the Seller Indemnified Parties at and as of the Closing as a matter, event or circumstance which consisted of a breach or violation of a representation or warranty of Purchaser which were made under the certificate delivered at Closing pursuant to Section 6.2(b)(v) hereof (but only to the extent such matter, event or circumstance was known by any of the Seller Indemnified Parties at the time of such delivery); or (x) for an amount equal to any Tax benefit actually realized directly or indirectly by an Indemnified Party in the tax year during which such representation Indemnified Party made a claim for Losses and warranty the immediately following two tax years of such Indemnified Party (or of any Tax Group of which the Indemnified Party is made also a member) arising as a result of the incurrence or payment of such Losses (after taking into account all other items of income, gain, loss, deduction or credit of such Indemnified Party or any intentional breach by any party Tax Group of any covenant or obligation, and GRS or which the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesIndemnified Party is a member).

Limitations on Indemnification. The indemnification provided for (a) Notwithstanding anything in Sections 9.01 and 9.02 shall be subject this Agreement to the following limitations: contrary, if the Closing occurs, (i) The Stockholders shall Seller will not be obligated have any Liability under Section 8.02(c) (other than with respect to pay a breach of Sections 2.01 (Organization), 2.02 (Authorization), 2.12 (Brokers) and 2.13 (Title) (collectively, the “Seller Specified Representations”) and 2.04 (Intellectual Property)) unless the aggregate Liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $2,000,000 (the “Deductible”) and then only to the extent of such excess, (ii) Seller’s aggregate Liability under Section 8.02(c) (other than with respect to a breach of any amounts of the Seller Specified Representations) will not exceed $20,000,000 (the “Cap”), (iii) (A) Acquiror will not have any Liability under Section 8.01(c) (other than with respect to a breach of Sections 3.01 (Organization), 3.02 (Authorization) and 3.04 (Brokers) (collectively, the “Acquiror Specified Representations”)) unless the aggregate Liability for indemnification Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (B) Acquiror’s aggregate Liability under this Article IX Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) will not exceed the Cap, and (iv) no Party will have any Liability under Section 8.01(c) or 8.02(c), as applicable, for any Loss arising out of any Losses based upon, individual claim (or any series of claims arising out of substantially the same events, facts or otherwise in respect circumstances, which will be aggregated for purposes of this clause (iv)), unless such Loss exceeds $25,000, and any inaccuracy or breach disclosed in writing Losses that are disregarded pursuant to GRS and specifically waived in writing by GRS prior to this clause (iv) will not be aggregated for purposes of the Closing. preceding clauses (iii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and through (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) 8.07 will not apply to indemnification for Taxes, which will be governed exclusively by Article IX. Notwithstanding anything to the contrary herein, neither the Deductible, nor the Cap will apply to any breach Losses arising from any acts of any Fraud. (b) Notwithstanding anything contained herein or elsewhere to the contrary, all “material” or similar materiality type qualifications contained in the representations and warranties set forth in this Agreement will be taken into account for purposes of which determining whether any party had actual Knowledge at any time prior to representation or warranty has been breached, but in the date on which event that such representation and warranty is made or has been determined to have been breached, such qualification as to materiality will thereafter be ignored and not given any intentional effect for purposes of determining the amount of Losses arising from such breach by any party of any covenant or obligation, and GRS or determining whether the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesthresholds in this Section 8.07 have been surpassed.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (ia) The Stockholders shall not be obligated to pay any amounts provisions for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (iiSection 8.1(i) and (iii8.2(i), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, with respect to indemnification for the breach of any of the representations and warranties contained in this Agreement other than in Section 4.1(h) (which shall include any breach of contract claim relating to any such breach of representation or warranty), as well as Sellers' indemnification obligations under Section 8.1(v), shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in effective only when the aggregate amount of $100,000, and 1% of the Purchase Price all Losses for which indemnification is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000sought from Sellers under Section 8.1(i) or 8.1(v) or Purchaser under Section 8.2(i). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will exceeds $2,600,000 (the "Deductible"), in which case the indemnified party shall be jointly and severally liable for all damages entitled to indemnification of the indemnified party's Losses in excess thereof. The indemnification obligations of Sellers pursuant to Section 8.1(i) or 8.1(v) or Purchaser pursuant to Section 8.2(i), as the case may be, with respect to such breachesindemnification for the breach of any of the representations and warranties contained in this Agreement (and, in the case of Sellers, with respect to the matters referenced in Section 8.1(v)) shall be effective only until the dollar amount paid by the indemnifying party in respect of the Losses indemnified against under Sections 8.1(i) or 8.1(v), on the one hand, or 8.2(i), on the other hand, aggregates to an amount equal to the cash amount of the purchase price paid pursuant to Section 3.1 (the "Cap"), and neither Sellers nor Purchaser shall have any liability whatsoever for breach of any representation or warranty contained in this Agreement (and, in the case of Sellers, liability under Section 8.1(v)) in excess of the Cap. Any Losses caused by a breach of the covenants contained in this Agreement, or otherwise arising under Sections 8.1(ii), 8.1(iii) or 8.1(iv) and 8.2(ii), 8.2(iii) or 8.2(iv), and, notwithstanding the foregoing provisions of this Section 8.5(a), any Losses resulting from a violation of the representations set forth in Section 4.1(h), shall be indemnified from the first dollar without regard to the Deductible or the Cap. (b) Purchaser and Sellers agree that any party to this Agreement may seek damages constituting a Loss arising from the performance or non-performance of this Agreement, including with respect to breach of contract or breach of warranty pursuant to Articles 4 or 5 hereof; provided, however, that neither party shall be entitled to recover punitive damages and, in the case of Purchaser, damages constituting consequential damages shall be limited to amounts compensating Purchaser for any loss in value of the Purchased Assets; and provided, further, that there shall be no double recovery for any Loss (it being the intent of the parties, for example, that if lost profits were a factor in determining the loss in value of a Purchased Asset, Purchaser could not separately recover for lost profits).

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (ia) The Stockholders Buyer shall not be obligated entitled to pay recovery for any amounts for indemnification Indemnified Losses or Environmental Costs under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), Agreement until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of such Indemnified Losses and Environmental Costs shall exceed $100,000300,000 (the "Sellers' Basket"), in which event, Buyer may claim indemnification for the amount of such claims in excess of $300,000, and 1% Sellers' obligation hereunder shall not exceed, individually or in the aggregate, the remaining amount of the Purchase Price is $70,000Performance Escrow Deposit. The foregoing notwithstanding, (i) the Stockholders would then be liable for the entire $100,000 and not just $30,000). This limitations on recovery contained in this Section 9.04(ii10.3(a) will shall not apply to any Buyer Exempt Claims, (ii) only $150,000 of the Sellers' Basket shall apply to (x) claims for indemnification under Section 10.2(a)(i) for breach of the representations contained in Section 3.10(i), (y) claims for indemnification under Sections 10.2(a) (v), (vi), and (vii), (z) requests by Buyer to fund Environmental Costs pursuant to Section 6.7 and (zz) requests by Buyer for payment pursuant to Section 6.12 and (iii) the Sellers' Basket shall not apply to requests by Sellers' Representative to fund Environmental Costs pursuant to Section 6.7(e). (b) The amount of any representations Indemnified Losses suffered by an Indemnified Party under this Agreement (and warranties the amount for which such Party may seek indemnification pursuant to this Article 10 on account of which such Indemnified Losses) shall be reduced by the amount, if any, of any insurance recovery received by such Party from any insurance policy maintained by such Party 75 88 or its Affiliates, (x) net of (i) reasonable expenses incurred by such party had actual Knowledge at in obtaining such recovery and (ii) the present value of any time prior insurance premium increase attributable to the date on which claim underlying such representation recover, including retrospective premium adjustments and warranty is made or (y) without prejudice to any intentional breach by any party rights of any covenant or obligation, and GRS or subrogation the Stockholders, as the case insurer may be, will be jointly and severally liable for all damages with respect to enjoy under such breachesinsurance policy.

Limitations on Indemnification. 8.4.1 The indemnification provided Seller shall not have any Liability under Section 8.3.1(a): (a) with respect to any individual claim involving Losses to any Buyer Indemnified Party of less than $100,000 (each a “De Minimis Claim”), unless such individual claim is related to one or more other claims which, in the aggregate together with such individual claim, involve Losses in excess of $100,000, in which case Seller shall have liability for in Sections 9.01 and 9.02 shall be the full amount of such claims (subject to the following limitations: (iother limitations contained in this Section 8.4) The Stockholders and such claims shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise considered De Minimis Claims (it being understood and agreed that notwithstanding anything in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior the foregoing to the Closing.contrary, for purposes of this Section 8.4.1, all claims related to any fact or circumstance that causes any representation or warranty made in any particular Section of this Agreement to be inaccurate shall be deemed to be related to all other claims related to such fact or circumstance); and (iib) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) unless and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive amount of Losses incurred by the Basket Exclusions, equals Buyer Indemnified Parties that are indemnifiable in accordance with Section 8.3.1(a) exceeds one percent (11.0%) of the Closing Purchase Price (the "Basket Amount")“Deductible”) and, whereupon GRSin such event, or the Company and Stockholders, as the case may be, Seller shall be obligated required to pay only the amount of Losses exceeding such Deductible. 8.4.2 The Buyer shall not have any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification Liability under Section 8.3.2(a): (a) with respect to any De Minimis Claim; and (b) unless and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in until the aggregate amount of $100,000Losses incurred by the Seller Indemnified Parties that are indemnifiable in accordance UNIT PURCHASE AGREEMENT 65 with Section 8.3.2(a) exceeds the Deductible and, and 1% in such event, the Buyer shall be required to pay only the amount of Losses exceeding such Deductible. 8.4.3 No Party shall be required to indemnify any Indemnified Party under Section 8.3.1(a) or Section 8.3.2(a), as applicable, for an aggregate amount of Losses exceeding an amount equal to twenty percent (20%) of the Closing Purchase Price is $70,000, (the Stockholders would then be liable for the entire $100,000 “Representations and not just $30,000). This Section 9.04(iiWarranties Cap”) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior in connection with Losses related to the date on which failure of such representation Party’s representations or warranties to be true and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachescorrect.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject (a) Notwithstanding anything herein to the following limitations: contrary, Purchaser must deliver a Claim Certificate or Third Party Claim Notice, as applicable, to the Sellers’ Representative of any claim for indemnification under (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS Section 10.2(a)(i) - prior to the Closingexpiration of the twenty four (24) month anniversary of the Closing Date and (ii) Section 10.2(a)(ii) - prior to the expiration of 60 days following the expiration of the applicable statute of limitation. Except in the case of fraud or willful misrepresentation, any such indemnity claims not made by Purchaser on or prior to such dates will be irrevocably and unconditionally released and waived. (iib) Neither GRSNotwithstanding anything herein to the contrary, except in the case of fraud or willful misrepresentation or, the Company nor Sellers shall not have any indemnification obligations for Losses under Section ‎10.2(a)(i), unless and until the Stockholders aggregate amount of all Losses indemnifable hereunder is equal to or exceeds NIS Six Million (NIS 6,000,000) (the “Basket”), in which case the Purchaser Indemnified Parties shall be obligated entitled to pay any amounts for the entire amount of such Losses (from the first dollar of Losses) and not just the amount of Losses that exceed the Basket. (c) Except in the case of fraud, willful misrepresentation, the Special Indemnity Matters, Section 10.02(a)(v) or an intentional breach of Section 8.7(a), in no event shall the aggregate indemnification under this Article IXto be paid by the Sellers under: (i) Sections 10.2(a)(i), except those based upon10.2(a)(viii) and the Basic Indemnity Matters exceed the Holdback Amount (the "Basic Indemnity Cap"), arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) Sections 10.2(a)(ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%10.2(a)(iv) exceed 100% of the Purchase Price (the "Basket AmountPurchase Price Indemnity Cap"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1iii) Section 10.02(a)(iii) exceed 150% of the Purchase Price is $70,000(the "Increased Indemnity Cap"; and each of the aforesaid Indemnity Caps being referred to as an "Indemnity Cap"). (d) Notwithstanding anything herein to the contrary, the Stockholders would then no Seller shall be liable for any amount in excess of such Seller's Pro Rata Share of the entire $100,000 applicable Indemnity Cap other than, with respect to each Seller, any fraud or intentional breach by such Seller. (e) Notwithstanding anything herein to the contrary, no Seller shall be liable for a Loss suffered by a Purchaser Indemnified Party resulting from a breach of a covenant or representation and not just $30,000warranty of another Seller, other than (in the aggregate). This Section 9.04(ii, up to the Holdback Amount. (f) will not apply Notwithstanding anything herein to the contrary, all Losses indemnifiable hereunder shall be reduced by any insurance proceeds (net of deductibles and increase in premiums) actually received by the Purchaser Indemnified Parties from any insurance policy of the Group Companies existing and in effect as of and through the Closing (excluding any renewal of any such insurance policy by after the Closing) in connection with the Loss which forms the basis of the claim for indemnification hereunder by such indemnified parties; provided, however, that no Purchaser Indemnified Party shall have any obligation to make or submit any claim to any insurance provider. (g) For purposes of this Section 10, in determining (i) the amount of Losses suffered as a result of a breach of any representations representation or warranty or covenant of the Company or Sellers, any qualifications in the representations, warranties and warranties of which any party had actual Knowledge at any time prior covenants with respect to the date on which such representation a “Material Adverse Effect,” “materiality,” “material,” “in all material respects” or similar terms shall be disregarded and warranty is made or any intentional (ii) whether a breach by any party of any covenant representation or obligationwarranty or covenants of the Company or Sellers exists, any qualifications in the representations, warranties and GRS covenants with respect to a “Material Adverse Effect” shall be replaced with "material" or the Stockholders“in all material respects”, as the context requires. (h) Purchaser acknowledges that in case may bethat a breach of Section 6.7 is due to a breach by Purchaser of its representations under Section 5, will then the Losses resulting therefrom, shall not be jointly and severally liable for all damages with respect to such breachesindemnifiable hereunder.

Limitations on Indemnification. (a) The indemnification provided Purchaser Indemnified Persons shall not have the right to be indemnified for in Sections 9.01 breaches of representations and 9.02 shall be subject warranties pursuant to the following limitations: clause ------ (i) of the first sentence of SECTION 9.1(A) unless and until the Purchaser --- -------------- Indemnified Persons (or any member thereof) shall have incurred on a cumulative basis aggregate Losses in an amount exceeding $100,000, in which event the right to be indemnified shall apply only to the extent such Losses exceed $100,000. The Stockholders sum of all Losses pursuant to which indemnification is payable by the Seller Indemnifying Persons pursuant to clause (i) of ---------- the first sentence of SECTION 9.1(A) with respect to the representations and ------------- warranties set forth in this Agreement shall not be obligated exceed an amount equal to pay any amounts for 12.5% of the Cash Portion plus 12.5% of the aggregate value of the PMT Shares ---- (determined in accordance with SECTION 9.6) (the "Representation Cap"); ----------- ------------------- provided, however, that the sum of all Losses pursuant to which indemnification under this Article IX arising out -------- ------- is payable by the Seller Indemnifying Persons pursuant to clause (i) of any Losses based upon, arising out the ---------- first sentence of or otherwise in SECTION 9.1(A) with respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closingrepresentations and ------------- warranties set forth in SECTIONS 5.9 and 5.19 shall not exceed an amount equal ------------ ---- to 15% of the Cash Portion plus 15% of the aggregate value of the PMT Shares ---- (determined in accordance with SECTION 9.6) (the "Environmental/Tax Cap"); ----------- --------------------- provided, further, that the sum of all Losses pursuant to which indemnification -------- ------- is payable by the Seller Indemnifying Persons pursuant to clause (i) of the ---------- first sentence of SECTION 9.1(A) with respect to the representations and ------------- warranties set forth in SECTIONS 4.1 and 5.4 shall not exceed the Cash Portion ------------ --- plus the aggregate value of the PMT Shares (determined in accordance with SECTION 9.6) (the "Remainder Cap"). Notwithstanding anything to the contrary ----------- ------------- stated above, any payment by the Seller Indemnifying Persons pursuant to SECTION ------- 9.5 hereof shall reduce, dollar for dollar, the dollar amount required to be --- paid by the Seller Indemnifying Persons under the Representation Cap, the Environmental/Tax Cap, the Remainder Cap and the Litigation Cap (as defined below). (iib) Neither GRSThe Seller Indemnified Persons shall not have the right to be indemnified for breaches of representations and warranties pursuant to SECTION ------- 9.1(C)(I) unless and until the Seller Indemnified Persons (or any member -------- thereof) shall have incurred on a cumulative basis aggregate Losses in an amount exceeding $100,000, in which event the Company nor right to be indemnified shall apply only to the Stockholders extent such Losses exceed $100,000. The sum of all Losses pursuant to which indemnification is payable by the Purchaser Indemnifying Persons pursuant to SECTION 9.1(C)(I) with respect to the representations and warranties set ---------------- forth in this Agreement shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof not exceed $625,000 (the "Basket ExclusionsPurchaser Representation ------------------------ Cap"); provided, until however, that the aggregate sum of all Losses pursuant to which ---- -------- ------- indemnification payments, exclusive of is payable by the Basket Exclusions, equals one percent (1%Purchaser Indemnifying Persons pursuant to SECTION 9.1(C)(I) of with respect to the Purchase Price representations and warranties contained ---------------- in SECTION 6.4. shall not exceed $5 million (the "Basket AmountPMT Remainder Cap"). ----------- ----------------- Notwithstanding anything to the contrary stated above, whereupon GRSany payment by the Purchaser Indemnifying Persons pursuant to any provision of SECTION 9.1(C) shall ------------- reduce, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" dollar for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000dollar, the Stockholders would then dollar amount required to be liable for paid by the entire $100,000 Purchaser Indemnifying Persons under the PMT Representation Cap and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesPMT Remainder Cap.

Limitations on Indemnification. (a) The indemnification provided Seller Indemnifying Parties will not have any obligation under Section 5.2(a), unless and until the aggregate amount of Losses for which the Seller Indemnifying Parties are obligated thereunder exceeds $100,000 (the "Threshold"); provided, however, that if the aggregate amount of Losses exceeds the Threshold, then the Seller Indemnifying Parties will be obligated for all of such Losses that are in Sections 9.01 and 9.02 shall be excess of the Threshold, subject to the following limitations:other terms of this Article V. (b) The obligations of the Seller Indemnifying Parties under Section 5.2(a), in the aggregate, will not exceed an amount equal to $4,000,000 (the "Cap"), subject to the other terms of this Article V. (c) Buyer will not have any obligation under Section 5.3(a), unless and until the aggregate amount of Losses for which Buyer is obligated thereunder exceeds the Threshold; provided, however, that if the aggregate amount of Losses exceeds the Threshold, then Buyer will be obligated for all of such Losses that are in excess of the Threshold, subject to the other terms of this Article V. (d) Buyer's obligations under Section 5.3(a), in the aggregate, will not exceed an amount equal to the Cap, subject to the other terms of this Article V. (e) Notwithstanding the foregoing terms of this Section, the Indemnified Parties will be entitled to recover for, and the Threshold and the Cap will not apply to, any Losses arising out of Section 5.2(a), in connection with or related to: (i) fraud or willful misconduct; (ii) intentional misrepresentation; or (iii) any breach of the representations and warranties in Section 3.1(a) (Due Organization), Section 3.1(b) (Capacity, Authorization), Section 3.1(f) (No Conflict or Violation), Section 3.1(h) (Title to Assets), 3.1(i) (Taxes), Section 3.1(r) (Brokers' Fees), Section 3.2(a) (Due Organization and Good Standing), Section 3.2(b) (Authorization and Execution), and Section 3.2(e) (Brokers' Fees) (each a "Fundamental Representation" and collectively, the "Fundamental Representations"). (f) Payments by an Indemnifying Party pursuant to Section 5.2 and Section 5.3 shall be limited to the amount of any Losses that remain after deducting from such Losses any insurance proceeds, and any indemnity, contribution or other similar payment actually recovered by the Indemnified Parties from any third party with respect to such claim. In the event any Indemnified Party is entitled to any insurance proceeds in respect of any Losses for which any Indemnified Party is entitled to indemnification pursuant to this Article V, the Indemnified Parties shall use commercially reasonable efforts to obtain, receive or realize such proceeds. Except as provided below in part (g), the Indemnifying Party shall not defer payment of Losses to the Indemnified Party pending the resolution of insurance claims or other potential or actual third party recovery sources, provided, however, that in the event that any such insurance proceeds or other third-party recoveries are realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds or other third-party recoveries relate, appropriate refunds shall be made promptly by the Indemnified Parties to the Indemnifying Party of all or the relevant portion of any indemnification payment made to Indemnified Parties with respect to such claim. (g) In the event that an indemnification claim with respect to a Loss by a Buyer Party would reasonably be expected to be covered by insurance under any tail policy obtained by the Seller Entities in connection with the transactions contemplated herein, the Buyer and the Seller Entities will cooperate to promptly assert such claim to the applicable insurer with respect to such tail policy, and the Buyer and the Seller Entities will use commercially reasonable efforts to seek the recovery of the Loss through such tail policy or if a Loss by a Buyer Party would reasonably be expected to be covered by warranties or indemnitees from third party manufacturers or suppliers of goods manufactured, sold or serviced by the Acquired Business, the Buyer and Seller Entities will cooperate to promptly assert such claim to the applicable manufacturer or supplier to seek recovery for such Loss. The Parties agree that no Buyer Party will be required to pursue litigation or incur any expense in connection with the foregoing actions. The Indemnifying Party may defer paying the Buyer Party's claim for indemnification from the Sellers hereunder with respect to insurance claims, until the earlier of (i) the date on which the insurer makes payment with respect to such insurance claim and such payment is delivered to the Buyer Party (with the amount of such insurance recovery received by the Buyer Party being set off against the amount of the indemnification claim pursuant to Section 5.4(f)), (ii) in the event that the insurance carrier delivers any notice of claim denial, the date on which the Seller Entities and Buyer mutually agree in writing not to continue seeking such insurance claim (provided the Seller Entities may continue to pursue the claim in good faith), or (iii) the date that is six (6) months after the date of the assertion of such claim to the insurance carrier with respect to such tail policy. The Indemnifying Party may defer paying the Buyer Party's claim for indemnification from the Sellers hereunder with respect to warranty claims and claims for indemnification from manufacturers or suppliers, until the earlier of (1) the date on which the applicable manufacturer or supplier makes payment with respect to such claim, (2) the date any such manufacturer or supplier denies its obligation to pay such claim or (3) the date that is six (6) months after the date of assertion of such claim to the applicable manufacturer or supplier. Any such indemnification claim will be deemed to have been made when initially asserted for purposes of any applicable survival period and a reserve against escrow, notwithstanding any deferral period. (h) Notwithstanding anything in this Agreement to the contrary, for purposes of determining the inaccuracy or breach of any representation or warranty for purposes of Section 5.2(a), and for purposes of calculating the amount of Losses of the Buyer Parties, each representation and warranty of the Sellers and Seller Entities shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty). (i) The Stockholders shall not be obligated Any Loss subject to pay any amounts for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach or violation of more than one representation, warranty, covenant or agreement, and to the extent that such Loss is reflected as a Liability on the Final Closing Balance Sheet and included in the Closing Working Capital calculation, there shall be no recovery of such Loss through a claim of a breach of a representation or warranty, covenant or agreement to which such Loss may have otherwise related. (j) The Buyer Parties' right to indemnification pursuant to Article IX V will be: (i) first, satisfied from the Escrow Fund (to the extent available) pursuant to the Escrow Agreement, after satisfaction of the Threshold, (ii) second, satisfied from any vested Buyer Shares that have been issued to LTD pursuant to this Agreement, and (iii) third, from the Seller Indemnifying Parties; provided, however, that the Buyer Parties shall be entitled to recover directly from the Seller Indemnified Parties for any Losses which any Buyer Party is entitled to indemnification under Section 5.4(e)(i) and (ii) or under Section 5.2(a) for any breach of the representations and warranties in Section 3.1(i); (k) For avoidance of doubt, the Buyer Parties will be entitled to fully recover for, and the Cap and Threshold shall not apply to, any Losses arising out of any Sections 5.2(b)-(e) herein; provided, the aggregate liability of the Seller Indemnifying Parties for Losses based upon, arising out of or otherwise in respect Sections 5.2(b)-(e) herein will not exceed the Purchase Price, including the aggregate value on the Effective Date of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. Buyer Shares (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX"Full Purchase Price"), except those based upon, for Losses arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiSection 5.2(e), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until for which there shall be no limit or cap on the aggregate indemnification payments, exclusive liability of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesSeller Indemnifying Parties.

Limitations on Indemnification. The indemnification provided for Notwithstanding anything else in Sections 9.01 and 9.02 shall be subject this Agreement to the following limitations: (i) The Stockholders contrary, Buyer Parties shall not only be obligated entitled to pay any amounts for indemnification under from the Seller Indemnifying Parties pursuant to this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS VII only if and specifically waived in writing by GRS prior to the Closing. extent that the amount of all Indemnified Losses incurred in the aggregate by the Buyer Parties exceeds Five Hundred Thousand dollars (ii$500,000) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"“Deductible Amount”), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in If the aggregate amount of $100,000all Indemnified Losses incurred by the Buyer Parties for which Indemnification Claims have been made by Buyer within the applicable survival period set forth in Section 7.3(a) exceeds in the aggregate the Deductible Amount, the Buyer Parties shall be entitled to indemnification for all Buyer Indemnified Losses actually incurred and 1% for which Indemnification Claims are made within the applicable survival period, in excess of the Purchase Price is $70,000Deductible Amount; provided, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior however, that, subject to the date on which such representation exceptions set forth in Section 7.3(c) below, in no event and warranty is made or under no circumstance shall the maximum aggregate cumulative liability of the Seller Parties for any intentional breach by any party and all Buyer Indemnified Losses exceed the sum of any covenant or obligation$35,100,000 (the “Indemnification Cap”), provided, however, that, subject to the exceptions set forth in Sections 7.3(c)(i) and GRS or the Stockholders7.3(c)(iii) below, as the case may be, will be jointly and severally liable for all damages Buyer Indemnified Losses with respect to which any Buyer Party is determined, in the manner set forth in Section 7.5 below, to be entitled to indemnification from the Seller Parties pursuant to this Article VII shall be paid and satisfied, in accordance with the terms and provisions of Sections 7.4 and 7.5 hereof, solely and exclusively out of and only to the extent of the funds in the General Escrow Fund, even if the total of such breachesfunds is less than the amount of the Indemnification Cap due to distributions therefrom made pursuant to Section 7.4 hereof and the applicable provisions of the Escrow Agreement, and no Seller Party shall have any personal liability to any of the Buyer Parties with respect to or for any Buyer Indemnified Losses, except as set forth in Section 7.3(c)(1) and Section 7.3(c) (iii).

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (ia) The Stockholders Shareholders shall not be obligated to pay have no Liability for any amounts claim for indemnification under this Article IX arising out of pursuant to Section 7.03(a)(1) if the Loss associated with such claim is less than seven thousand five hundred dollars ($7,500) (any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing such claim being referred to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders as a “De Minimis Claim”). The Shareholders shall be obligated to pay any amounts have no Liability for indemnification under this Article IX, except those based upon, arising out of or otherwise in pursuant to Section 7.03(a)(1)(b) with respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims Losses for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable indemnification is in provided thereunder unless the aggregate amount of such Losses (including all Losses associated with De Minimis Claims) exceeds one million dollars ($100,0001,000,000) (the “Indemnity Threshold”), and 1% of in which case the Purchase Price is $70,000, the Stockholders would then Shareholders shall be liable for all Losses (excluding all Losses associated with De Minimis Claims); provided that in no event shall the entire aggregate indemnification to be paid by the Shareholders (i) pursuant to Section 7.03(a)(1)(b) exceed forty million dollars ($100,000 and not just 40,000,000) or (ii) pursuant to Section 7.03(a)(1)(a) exceed two hundred million dollars ($30,000200,000,000). (b) Purchaser shall have no Liability for any claim for indemnification pursuant to Section 7.02(a)(1) if the Loss is associated with any De Minimis Claim. This Purchaser shall have no Liability for indemnification pursuant to Section 9.04(ii7.02(a)(1)(b) will with respect to Losses for which indemnification is provided thereunder unless the aggregate amount of such Losses (including all Losses associated with De Minimis Claims) exceeds the Indemnity Threshold, in which case Purchaser shall be liable for all Losses (excluding all Losses associated with De Minimis Claims); provided that in no event shall the aggregate indemnification to be paid by Purchaser (i) pursuant to Section 7.02(a)(1)(b) exceed forty million dollars ($40,000,000) or (ii) pursuant to Section 7.02(a)(1)(a) exceed two hundred million dollars ($200,000,000). (c) The limitations specified in Sections 7.05(a)–7.05(b) shall not apply to any breach in respect of any fraudulent breaches of representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party willful concealment of any covenant matter which breaches a representation or obligation, and GRS or warranty. (d) No indemnified party shall be entitled to recover from an indemnifying party more than once in respect of the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachessame Losses.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject (a) Subject to the following limitations: (i) The Stockholders last sentence of this Section 8.6(a), Purchaser Indemnified Parties shall not be obligated to pay assert any amounts claim for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (iiunder Section 8.2(a)(1) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, such time as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of all such Losses shall exceed $100,00050,000.00 (the “Deductible”), and 1% of the Purchase Price is $70,000, the Stockholders would then in which event Sellers shall only be required to pay or be liable for Losses in excess of the entire $100,000 and not just $30,000Deductible. Subject to the last sentence of this Section 8.6(a), the aggregate liability of Sellers for indemnification claims under Section 8.2(a)(1) shall be limited to the aggregate amount paid (regardless of the form of payment) by Purchaser to the Sellers under Sections 2.5 through 2.8 (the “Cap”). This Notwithstanding any provision of this Section 9.04(ii) will 8 to the contrary, the Deductible shall not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages indemnification claim with respect to any breach by Sellers of any representation or warranty contained in any of Sections 3.2 (Authorization), 3.5 (Brokers’ Fees), 3.6 (Title to Assets), 3.8(b) (Operations in Ordinary Course), 3.10 (Taxes), 3.13 (Benefit Plans), 3.16 (Environmental Matters), 3.21 (Litigation) and 3.24 (Regulatory Matters), or (ii) as a result of any fraudulent action, which are limited to an aggregate amount, together with any other liability of Sellers for indemnification claims pursuant to this Section 8.6, equal to the Cap. (b) Subject to the last sentence of this Section 8.6(b), Seller Indemnified Parties shall not assert any claim for indemnification of any Losses under Section 8.3(a)(1) until such breachestime as, and to the extent that, the aggregate amount of all such Losses shall exceed the Deductible, in which event Purchaser shall only be required to pay or be liable for Losses in excess of the Deductible. Subject to the last sentence of this Section 8.6(b), the aggregate liability of Purchaser for indemnification claims under Section 8.3(a)(1) shall be limited to the Cap. Notwithstanding any provision of this Section 8 to the contrary, the Deductible shall not apply to any indemnification claim under this Section 8 (i) with respect to any breach by Purchaser of any representation or warranty contained in any of Sections 4.2 (Authorization), 4.6 (Brokers’ Fees) and 4.8 (Valid Issuance of Share Consideration) and or (ii) as a result of any fraudulent action. (c) Except as provided in Sections 7.6 and 9.9, if the Closing occurs, indemnification pursuant to this Section 8 shall be the exclusive remedy for any breach of this Agreement (including any representation, warranty and covenant contained in this Agreement), other than in respect of claims based on conduct constituting fraud or intentional misrepresentation.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 (a) Notwithstanding the other provisions of this Article IX, neither the Seller Parties, on the one hand, nor the Buyer Parties, on the other hand, shall be subject required to indemnify the following limitations: Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), as the case may be, until the aggregate of all Losses related thereto (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX other than Losses arising out of breaches of the Fundamental Representations or arising out of any Losses based upon, arising out of fraud or otherwise in respect intentional misrepresentation of any inaccuracy Seller Party or breach disclosed in writing to GRS Buyer) suffered by the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, exceeds Forty-Four Thousand and specifically waived in writing by GRS prior to No/100 Dollars ($44,000.00) (the Closing. (ii) Neither GRS“Deductible”), after which, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, Buyer Indemnified Parties or the Company and StockholdersSeller Indemnified Parties, as the case may be, shall be obligated entitled to pay any indemnification payments, including only for the Basket Amount, amount of such Losses in full. It is expressly understood that excess of the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders wouldDeductible, but for subject to Section 9.3(b). (b) Notwithstanding the other provisions of this subparagraph Article IX (iibut except as otherwise provided in Section 9.11), (i) the Seller Parties shall not be liable is required to make indemnification payments (A) pursuant to Section 9.2(a)(i) (other than in respect of any Fundamental Representation or arising out of any fraud or intentional misrepresentation of any Seller Party) in excess of Eight Hundred Eighty Thousand and No/100 Dollars ($880,000.00) (the “Special Cap”) or (B) pursuant to Section 9.2(a)(i), Section 9.2(a)(ii), Section 9.2(a)(iii), Section 9.2(a)(iv) or otherwise under this Agreement, in the aggregate amount of $100,000aggregate, and 1% in excess of the Purchase Price is $70,000, Price; and (ii) the Stockholders would then Buyer Parties shall not be liable for the entire $100,000 and not just $30,000). This required to make indemnification payments (A) pursuant to Section 9.04(ii9.2(b)(i) will not apply to any breach (other than in respect of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made Fundamental Representation or any intentional breach by any party arising out of any covenant fraud or obligationintentional misrepresentation of Buyer) in excess of the Special Cap or (B) pursuant to Section 9.2(b)(i), and GRS Section 9.2(b)(ii), Section 9.2(b)(iii) or otherwise under this Agreement, in the Stockholdersaggregate, as in excess of the case may be, will be jointly and severally liable for all damages with respect to such breachesPurchase Price.

Limitations on Indemnification. The (a) Except as provided in Section 9.5(f) and Section 9.5(g), the Selling Parties indemnification obligations to the Buyer Indemnified Parties under Section 9.1 will not commence unless and until the Losses incurred by the Buyer Indemnified Party as a result thereof equals or exceeds in the aggregate $31,040.00.00 (the “Basket Amount”) at which time the Selling Parties shall be obligated to indemnify the Buyer Indemnified Parties for all Losses incurred by all the Buyer Indemnified Parties from the first dollar of such Losses. (b) Except as provided in Section 9.5(f) and Section 9.5(g), the Buyer’s indemnification obligations to the Seller Indemnified Parties under Section 9.2 will not commence unless and until the Losses incurred by the Seller Indemnified Parties as a result thereof equals or exceeds in the aggregate the Basket Amount, at which time the Buyer shall be obligated to indemnify the Seller Indemnified Parties for all Losses incurred by all Seller Indemnified Parties from the first dollar of such Losses. (c) Except as provided in Sections 9.01 Section 9.5(d), Section 9.5(f) and 9.02 Section 9.5(g), the aggregate amount of Losses for which any of the Selling Parties shall be liable for breaches of representations and warranties pursuant to Section 9.1(a) shall not exceed $4,574,700.00 (the “General Cap Amount”). (d) Except as provided in Section 9.5(f) and Section 9.5(g), the aggregate amount of Losses for which any of the Selling Parties shall be liable for breaches of Fundamental Representations, Special Representations and pursuant to any clause of Section 9.1 other than Section 9.1(a) shall not exceed $12,707,500.00 (the “Special Cap Amount”). (e) Except as provided in Section 9.5(f) and Section 9.5(g), the aggregate amount of Losses for which the Buyer shall be liable pursuant to Section 9.2 shall not exceed an amount equal to the General Cap Amount. (f) Notwithstanding anything to the contrary contained herein, Section 9.5(a), Section 9.5(b), Section 9.5(c), Section 9.5(d) and Section 9.5(e) shall not apply to Losses in connection with, incident to, resulting from or arising out of, directly or indirectly, Taxes, any intentional misrepresentation, fraud or criminal activity and such Losses shall not be subject to the following limitations: (i) The Stockholders Basket Amount and shall not be obligated to pay any amounts counted for indemnification under this Article IX arising out purposes of any Losses based upon, arising out of determining whether the General Cap Amount or otherwise in respect of any inaccuracy Special Cap Amount has been met or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closingexceeded. (iig) Neither GRSNotwithstanding anything to the contrary contained herein, the Company nor the Stockholders Section 9.5(a) shall be obligated not apply to pay any amounts for indemnification under this Article IXLosses in connection with, except those based uponincident to, resulting from or arising out of of, directly or otherwise in respect of Sections 3.02indirectly, 3.21Floorplan Loan Liabilities, 3.28Compliance Liabilities, 5.22, 5.29, 9.01 (ii) Employee Liabilities and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, such Losses shall not be obligated subject to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breaches.

Limitations on Indemnification. The (a) Notwithstanding anything to the contrary contained herein, neither Seller nor the Doolittles on the one hand, nor Buyer on the other hand (or, in each case, such party's officers, directors, employees, agents, representatives and affiliates), shall be entitled to recover from the other under Section 5.2(a)(1) or 5.2(b)(1), as applicable (i) unless and until the total of all such party's Losses (including the Losses such party's officers, directors, employees, agents, representatives and affiliates) under Section 5.2(a)(i) or 5.2(b)(i), as applicable, exceeds $50,000, in which case, such party (and such party's officers, directors, employees, agents, representatives and affiliates) shall be entitled to recover the full amount of all such Losses in excess of $50,000; provided, however, that no claim for indemnification provided for by Buyer hereunder with respect to Losses resulting from an inaccuracy in or breach of the representations and warranties contained in Sections 9.01 2.2 and 9.02 2.11 shall be subject to the following limitations: (i) The Stockholders aforesaid limitation. Notwithstanding anything herein to the contrary, the sum of all Losses pursuant to which indemnification is payable pursuant to Article V shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of exceed the Purchase Price actually paid under this Agreement (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly it being understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000subsequently increased as a result of an Earnout Payment or otherwise, any Losses theretofore limited by this sentence shall thereafter be recoverable to the extent of any such increase in the Purchase Price) (b) For purposes of this Section 5.4, in computing such individual or aggregate amounts of Losses, the Stockholders would then amount of each Loss shall be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply deemed to any breach be an amount net of any representations insurance proceeds and warranties any indemnity or contribution or similar payment, in each case, actually recovered by the Indemnified Party from any third party with respect thereto (with the amount of which any party had actual Knowledge at any time prior such proceeds or payment to the date on which such representation and warranty is made or any intentional breach by any party be calculated net of any covenant or obligation, premium increase and GRS or the Stockholdersnet of any expenses incurred in obtaining any such amounts, as the case may be, will be jointly and severally liable for all damages with respect to such breachesapplicable).

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject Notwithstanding anything to the following limitationscontrary contained in this Agreement: (a) except for Losses in respect of (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out breaches of any the representations and warranties set forth in Section 3.4 (Tax Matters) or (ii) the Seller Fundamental Representations (it being understood that Losses based upon, arising out of, resulting from or because of or otherwise clauses (i) and (ii) of this clause (a) shall not be subject to the limitations of this Section 8.4(a) and shall not count towards the Deductible), no Buyer Indemnified Party may shall be entitled to recover for any claim for indemnification pursuant to Section 8.2(a) in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), Seller General Representations until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of Losses recoverable under Section 8.2(a) equals or exceeds Fifteen Million Dollars ($100,00015,000,000) as of the Closing (the “Deductible”), after which the Buyer Indemnified Parties may seek recovery for Losses in excess of the Deductible; provided, however, that no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable or shall be included in calculating the aggregate Losses for purposes of this clause (a) other than Losses in excess of Fifty Thousand Dollars ($50,000) (the “Per-Claim Deductible”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances (any and 1all Losses arising from, affecting or related to a Station Property (whether or not such Losses are related to one another) shall, for the purposes of the Per-Claim Deductible, be deemed to arise out of the same facts, events or circumstances); (b) except for any Losses in respect of (i) breaches of the representations and warranties set forth in Section 3.4 (Tax Matters) or (ii) the Seller Fundamental Representations (it being understood that Losses arising from clauses (i) and (ii) of this Section 8.4(b) shall not be subject to the limitations of this Section 8.4(b)), the aggregate amount of indemnifiable Losses that may be recovered by a Buyer Indemnified Party pursuant to Section 8.2(a) in respect of the Seller General Representations shall be 8.5% of the Purchase Price is $70,000as of Closing (such amount, the Stockholders would then be liable “Cap”); (c) in no event shall the aggregate amount of Losses for which Sellers are obligated to indemnify the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply Buyer Indemnified Parties with respect to any matter set forth in Section 8.2(a), (b) and (d) exceed in the aggregate the Purchase Price; (d) for purposes of determining (i) whether any representation or warranty is inaccurate or has been breached and (ii) the amount of Loss resulting from any inaccuracy in or breach of any representations representation or warranty, calculating Losses under this Article VIII, and warranties satisfying the Deductible and Per-Claim Deductible, any materiality or Material Adverse Effect qualifications contained in the representations, warranties, covenants, agreements and other obligations shall be disregarded such that each representation, warranty, covenant, agreement and other obligation shall be deemed to be made or given without any such materiality qualifications; (e) no Indemnified Party shall be entitled to recover any amount of which any party had actual Knowledge at any time prior Losses to the date on which such representation and warranty is made extent included in the calculation of the Purchase Price or any intentional breach by adjustment to the Purchase Price; (f) no Indemnified Party shall be entitled to recover any party amount of Losses relating to any covenant matter arising under one provision of this Agreement to the extent such Indemnified Party (or obligationother Buyer Indemnified Parties in the event of a Buyer Indemnified Party, and GRS or other Seller Indemnified Parties in the Stockholders, as the case may be, will be jointly and severally liable for all damages event of a Seller Indemnified Party) has already recovered such amount with respect to such breachesmatter pursuant to such provision or any other provision of this Agreement; (g) except for any Losses in respect of the Buyer Fundamental Representations (it being understood that Losses arising from this Section 8.4(g) shall not be subject to the limitations of this subsection (g) and shall not count towards the Deductible), no Seller Indemnified Party may shall be entitled to recover for any claim for indemnification pursuant to Section 8.3(a) in respect of the Buyer General Representations until the aggregate amount of Losses recoverable under Section 8.3(a) equals or exceeds the Deductible, after which the Seller Indemnified Parties may seek recovery only for Losses in excess of the Deductible; provided, however, that no Losses may be claimed by any Seller Indemnified Party or shall be reimbursable or shall be included in calculating the aggregate Losses for purposes of this subsection (g) other than Losses in excess of the Per-Claim Deductible resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (h) except for any Losses in respect of the Buyer Fundamental Representations (it being understood that Losses arising from this subsection (h) shall not be subject to the limitations of this subsection (h)), the aggregate amount of Losses for which Buyers are obligated to indemnify the Seller Indemnified Parties under Section 8.3(a) in respect of the Buyer General Representations shall not exceed the Cap; (i) in no event shall the aggregate amount of Losses for which Buyers are obligated to indemnify the Seller Indemnified Parties with respect to any matter set forth in Section 8.3 exceed in the aggregate the Purchase Price; (j) If any Buyer Indemnified Party is entitled to assert a claim for indemnification either under Section 8.2(a) or Section 8.2(b) on the basis of Sellers’ breach or default in, or failure to carry out, perform, satisfy and discharge their obligations under Section 5.16, then the Buyer Indemnified Party shall assert the claim (i) under Section 8.2(a) if the change, event, circumstance, development, condition, occurrence or effect that was not disclosed would not have resulted in any of the conditions set forth in Article VII not being satisfied if it had been disclosed or (ii) under Section 8.2(b) if the change, event, circumstance, development, condition, occurrence or effect that was not disclosed would have resulted in any of the conditions set forth in Article VII not being satisfied if it had been disclosed. If any Seller Indemnified Party is entitled to assert a claim for indemnification either under Section 8.3(a) or Section 8.3(b) on the basis of Buyers’ breach or default in, or failure to carry out, perform, satisfy and discharge their obligations under Section 5.16, then the Seller Indemnified Party shall assert the claim (A) under Section 8.3(a) if the change, event, circumstance, development, condition, occurrence or effect that was not disclosed would not have resulted in any of the conditions set forth in Article VII not being satisfied if it had been disclosed or (B) under Section 8.3(b) if the change, event, circumstance, development, condition, occurrence or effect that was not disclosed would have resulted in any of the conditions set forth in Article VII not being satisfied if it had been disclosed; and (k) For the avoidance of doubt, no Party shall be entitled to, or obligated to provide, indemnification under this Article VIII for any breach or nonperformance under the APlus License Agreement, the LTC License Agreement, the Stripes License Agreement, the ▇▇▇▇▇▇ Grill License Agreement, the Supply Agreement, the Transition Services and Operations Agreement, or the Transportation Services Agreement.

Limitations on Indemnification. The (a) Except for Claims based on Fraud or Claims with respect to any breach of or inaccuracy in any of the Fundamental Representations, the Buyer Indemnified Parties shall not be entitled to any indemnification provided for in Sections 9.01 respect of Losses incurred by any Buyer Indemnified Party pursuant to Section 8.1(a)(i) and 9.02 shall be subject to the following limitations: Section 8.1(a)(ii): (i) for any individual item or Claim where the Loss related thereto is less than $50,000 (any individual item or Claim in excess of such amount, a “Qualifying Claim”), it being understood that any related claims for Loss arising out of a similar set of facts or circumstances shall be considered as an individual item or Claim for purposes of determining whether a Qualifying Claim has occurred, and (ii) unless and until the aggregate amount of such Losses in respect of all Qualifying Claims exceeds $400,000 (the “Threshold Amount”), in which event if the aggregate amount of Losses exceeds the Threshold Amount the Buyer Indemnified Parties may recover only with respect to the amount of such Losses in excess of the Threshold Amount. (b) Except for Claims based on Fraud or Claims with respect to any breach of or inaccuracy in any of the Fundamental Representations, the maximum aggregate liability of the Seller in respect of Losses incurred by the Buyer Indemnified Parties pursuant to Section 8.1(a)(i) shall not exceed, in the aggregate, an amount equal to 25% of the Purchase Price. (c) The Stockholders maximum aggregate liability of (i) the Seller in respect of Losses incurred by the Buyer Indemnified Parties due to any Claims based on (A) any breach of or inaccuracy in any of the Fundamental Representations, (B) Fraud or (C) pursuant to Sections 8.1(a)(ii) through (iv) shall not exceed, in the aggregate, an amount equal to the Purchase Price, and (ii) Buyer, in respect of Losses incurred by the Seller Indemnified Parties due to any Claims based on Fraud or pursuant to Section 8.1(b) shall not exceed, in the aggregate, an amount equal to the Purchase Price. (d) The aggregate amount of all Losses for which the Seller shall be liable pursuant to this Article VIII shall not exceed, in the aggregate, an amount equal to the Purchase Price actually received by the Seller. (e) No Indemnifying Party shall be liable for any Losses unless a written claim for indemnification in accordance with Section 8.2 is given by the Indemnified Party to the Indemnifying Party within the applicable survival period specified in Section 8.4(f) (it being understood that the survival period associated with any claim that is timely given shall not expire until the resolution of such claim). (f) The representations and warranties contained in Article III and Article IV (other than the Fundamental Representations and the representations and warranties set forth in Section 3.11 and Section 3.12) shall survive the Closing until 18 months following the Closing Date. The Fundamental Representations, the representations and warranties set forth in Section 3.11 and Section 3.12, and the right to indemnification of the Buyer Indemnified Parties pursuant to Section 8.1(a)(iii) and Section 8.1(a)(iv) shall survive the Closing until the fifth anniversary of the Closing Date. The right to indemnification of the Buyer Indemnified Parties pursuant to Section 8.1(a)(v) shall survive the Closing until the eighth anniversary of the Closing Date. The representations and warranties contained in Article V (other than the Fundamental Representations) shall survive the Closing until 18 months following the Closing Date. The covenants and agreements of the parties shall survive the Closing until performed, or, if earlier, for the term set forth in this Agreement. (g) Notwithstanding any other provision herein to the contrary, the Indemnifying Party shall not be obligated required to pay indemnify, defend or hold harmless any amounts Indemnified Party against or reimburse any Indemnified Party for indemnification any item of Loss to the extent any Indemnified Party has been indemnified or reimbursed for such amount under any other provision of this Article IX arising out Agreement or any other agreement with the Indemnifying Party in respect of any Losses based upon, arising out the same item of or otherwise Loss. (h) The Seller shall cease to have liability in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, Claim arising out of a matter or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive circumstance affecting one or more of the Basket Exclusions, equals one percent (1%) Acquired Companies if the notice given in the terms described in this Agreement in relation to the relevant matter or circumstance is given at a time when the applicable Acquired Company has ceased to be a Subsidiary of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders wouldBuyer, but only, however, for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply any Claims with respect to any breach of or inaccuracy in any of the representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation contained in in Article III and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesArticle IV that are not Fundamental Representations.

Limitations on Indemnification. The indemnification provided for (a) Notwithstanding anything in Sections 9.01 and 9.02 shall be subject this Agreement to the following limitations: contrary, if the Closing occurs, (i) The Stockholders shall Seller will not be obligated have any liability under Section 8.02(c) (other than with respect to pay a breach of Sections 2.01 (Organization), 2.02 (Authorization), 2.11 (Brokers), and 2.12 (Title) (collectively, the “Seller Specified Representations”)) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $1.08 million (the “Deductible”), and then only to the extent of such excess, (ii) Seller’s aggregate liability under Section 8.02(c) (other than with respect to a breach of any amounts of the Seller Specified Representations) will not exceed $5.4 million (the “Cap”), (iii) (A) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of Sections 3.01 (Organization), 3.02 (Authorization), 3.04 (Brokers) and 3.05 (Financing) (collectively, the “Acquiror Specified Representations”)) unless the aggregate liability for indemnification Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (B) Acquiror’s aggregate liability under this Article IX Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) will not exceed the Cap, and (iv) no Party will have any liability under Section 8.01(c) or 8.02(c), as applicable, for any Loss arising out of any Losses based upon, individual claim (or any series of claims arising out of substantially the same events, facts or otherwise in respect circumstances, which will be aggregated for purposes of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. this clause (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiiv)), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of unless such Loss exceeds $100,000, and 1% any Losses that are disregarded pursuant to this clause (iv) will not be aggregated for purposes of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000preceding clauses (i) through (iii). This Section 9.04(ii) 8.07 will not apply to indemnification for Taxes, which will be governed exclusively by Article IX. (b) For purposes of Sections 8.01(c) and 8.02(c), any qualification in any such representation or warranty as to materiality, Rochas Business MAE or Acquiror MAE will be taken into account for purposes of determining whether such representation or warranty has been breached, but in the event that such representation or warranty has been determined to have been breached, such qualification as to materiality, Rochas Business MAE or Acquiror MAE will thereafter be disregarded for purposes of determining the amount of Losses arising from such breach and the applicable Indemnitee may recover the entire amount of any representations and warranties of which any party had actual Knowledge at any time prior such Losses subject to the date on which such representation and warranty is made limitations set forth in this Article VIII. (c) Notwithstanding any other provision hereof in no event will any Indemnitee be entitled to any double recovery under Section 8.01 or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesSection 8.02.

Limitations on Indemnification. The indemnification (a) Except as provided for in Sections 9.01 and 9.02 Section 8.04(b), none of Seller, ▇▇. ▇▇▇▇▇▇, the Shareholder, ▇▇▇▇ or Purchaser shall be subject required to the following limitations: (i) The Stockholders shall not be obligated to pay indemnify any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, Persons specified in Section 8.02 or the Company and Stockholders8.03, as the case may be, until the amount of such Loss, when aggregated with all other Losses indemnified under such Section 8.02 or 8.03, respectively, shall exceed $50,000 (the "Minimum Aggregate Liability Amount"), at which time Losses may be obligated to pay any indemnification paymentsasserted for the Minimum Aggregate Liability Amount and all amounts in excess thereof; provided, including the Basket Amounthowever, in full. It is expressly understood that the Basket foregoing Minimum Aggregate Liability Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any Loss that results from or arises out of (i) a breach of a covenant or agreement, (ii) fraud, intentional misrepresentation or an intentional breach of warranty on the part of any representations and warranties of which Seller, ▇▇. ▇▇▇▇▇▇, the Shareholder, ▇▇▇▇ or Purchaser in this Agreement or the Other Agreements, (iii) any party had actual Knowledge at Employee Benefit Plan Claim, (iv) any time prior Tax Claims or (v) any Third Party Liability Claims that arise out of Section 8.02(g). (b) No Person otherwise entitled to indemnification under this Agreement shall be indemnified pursuant to this Agreement to the date on which extent that such representation Person's Losses are increased or extended by the willful misconduct, violation of Law or bad faith of such Person. (c) The Shareholder and warranty is made or any intentional breach by any party of any covenant or obligation▇▇. ▇▇▇▇▇▇, and GRS or in the Stockholdersaggregate, as the case may be, will shall not be jointly and severally liable for all damages indemnification under Section 8.02 in an amount greater than Nine Million Six Hundred Fifty-Two Thousand Six Hundred Dollars ($9,652,600). Notwithstanding the foregoing sentence, the Shareholder and ▇▇. ▇▇▇▇▇▇, in the aggregate, shall not be liable in an amount greater than $1,250,000 for indemnification with respect to such breachesan Environmental Claim for diminution in the value of the ▇▇▇▇▇▇ Real Property or the Goshen Real Property that is the sole and direct result of a Phase II environmental review of the ▇▇▇▇▇▇ Real Property or the Goshen Real Property that was not required by a Governmental Authority.

Limitations on Indemnification. The (a) To the extent the Partnership Indemnified Parties are entitled to indemnification provided for Losses pursuant to Section 9.3(a) (other than for Losses related to a breach of the representations and warranties in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders Section 4.6), Anadarko shall not be obligated to pay any amounts liable for indemnification under this Article IX arising out of any those Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in unless the aggregate amount of $100,000, and Losses exceeds 1% of the Purchase Price is $70,000sum of (i) the Cash Consideration, plus (ii) the Stockholders would dollar value of the Unit Consideration on the Closing Date (the sum of (i) and (ii) being the “Aggregate Consideration”) (the “Deductible”), and then only to the extent of any such excess. (b) In addition, to the extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(a), Anadarko shall not be liable for such Losses that exceed, in the entire $100,000 aggregate, 25% of the Aggregate Consideration less the Deductible. (c) Notwithstanding Section 9.8(a) and (b), to the extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.3(b), 9.3(c), 9.3(d), or 9.3(e) or for claims arising from fraud, Anadarko shall be fully liable for such Losses without respect to the Deductible in Section 9.8(a) and the limitations in Section 9.8(b). (d) To the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), the Partnership shall not just $30,000). This Section 9.04(ii) will not apply be liable for those Losses unless the aggregate amount of Losses exceeds, in the aggregate, the Deductible, and then only to any breach the extent of any representations and warranties of which any party had actual Knowledge at any time prior such excess. In addition, to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligationextent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(a), and GRS or the Stockholders, as the case may be, will Partnership shall not be jointly and severally liable for all damages with such Losses that exceed, in the aggregate, 10% of the Aggregate Consideration less the Deductible. (e) Notwithstanding Section 9.8(d), to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to Section 9.2(b) or for claims arising from fraud, the Partnership shall be fully liable for such Losses without respect to such breachesthe Deductible and the limitations in Section 9.8(d).

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject Notwithsta▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇II to the contrary, the following limitations:limitations shall apply as to any claims for indemnification hereunder with respect to Sections 12.1(a) or 12.2(a): (ia) The Stockholders Neither the Seller nor the Founders shall not be obligated to pay have any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior obligation to the Closing. (ii) Neither GRSBuyer under Section 12.1 above and the Buyer shall have no obligation to the Seller or the Founders under Section 12.2 above, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions")respectively, until the aggregate indemnification paymentsLosses in respect thereof, exclusive of as to each, respectively exceed $350,000. It is specifically understood that such limit applies to Losses in the Basket Exclusionsaggregate, equals and not to each individual Loss. Once the aggregate Losses to the Buyer on the one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRShand, or the Company and StockholdersSeller or the Founders, on the other hand, respectively, exceed $350,000, the Buyer or the Seller or the Founders, as the case may be, shall be obligated entitled to pay any full indemnification payments, including for all Losses incurred by the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS Buyer or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS Seller or the StockholdersFounders, as the case may be, will be jointly in excess of the first $350,000. (i) Subject to the provisions of subsection (iii) and severally liable for all damages (iv) below, the Seller shall not have any obligation to the Buyer on account of any Loss and Losses in excess of $30,000,000 (the "Seller Indemnity Cap"). (ii) Subject to the provisions of subsection (iii) and (iv) below, each of the Founders shall not have any obligation to the Buyer on account of any Loss and Losses in excess of $10,000,000 (each, a "Founder Indemnity Cap"). (iii) The maximum aggregate liability of the Seller and the Founders under this Article XII, other than under subsection (iv) below or with respect to Section 12.1(b), is $30,000,000. In the event a Claim for a Loss or Losses is made against both the Seller and any or all of the Founders, the Seller Indemnity Cap shall be reduced to the extent and in the amount that a Loss is collected against a Founder, and each of the Founder Indemnity Caps shall be reduced pro rata to the extent and in the amount that a Loss is collected against the Seller. (iv) The Seller Indemnity Cap and Founder Indemnity Caps shall not apply to the following as to the Seller or the Founders (A) as to Losses in respect of or described in Sections 5.8, and Article XI above, (B) as to Other Plan Losses or (C) in the case of the Seller's or any Founder's (several as to each Founder) fraud, with respect to which, in each case, no such breachesdollar limitation shall apply. (c) None of the Seller, the Founders or the Buyer shall have any responsibilities pursuant to Sections 12.1 or 12.2 above, respectively, for claims made by the Buyer, on the one hand, or the Seller or the Founders, on the other hand, respectively, thereunder following the first anniversary of the date of the Closing, provided that the foregoing limitation as to time shall not apply as to the following: (i) as to Losses in respect of or described in Section 5.25 above, for which neither the Seller nor the Founders shall have any responsibilities pursuant to Section 12.1 above for Claims made by the Buyer or the Parent thereunder following the second anniversary of the date of the Closing, (ii) as to Losses in respect of Section 5.8, for which neither the Seller nor the Founders shall have any responsibilities pursuant to Section 12.1 above for Claims made by the Buyer or the Parent thereunder after sixty (60) days following the expiration of the applicable assessment period, (iii) as to Losses in respect of Section 5.21 above, which neither the Seller nor the Founders shall have any responsibilities pursuant to Section 12.1 above for Claims made by the Buyer or the Parent thereunder after the termination of all statutory periods of liability with respect thereto, (iv) as to Losses in respect of or described in Sections 5.1, 5.2, 5.3, 5.9, 6.1, 6.2, 6.3 or Article XI above, (v) as to Other Plan Losses or (vi) in the case of the Seller's or any Founder's (several as to each Founder) fraud, with respect to which, in the cases of subsections (iv), (v) and (vi) above, no time limit shall apply. (d) The Buyer and/or the Parent shall set off any and all indemnification obligations of any of the Seller or the Founders pursuant to Article XII hereof (irrespective of whether or not the Claim underlying such indemnification obligation is contingent or unmatured) only against any amount of the Contingent Payment, the Put Price and the Call Price payable to the Seller, except as otherwise provided in Section 12.3(b)(iv). Any amounts that have already been paid as Contingent Payments, Put Price and/or Call Price shall not be available for recovery under the provisions of this subsection (d). The parties acknowledge that amounts owing under the notes representing the Put Price and the Call Price shall not be deemed "paid" for the purposes of, and will be available for recovery under this subsection (d). The Buyer shall give prompt prior written notice to the Seller of the occurrence of any such setoff, as appropriate, which notice shall contain reasonable detail as to the nature of the setoff. Except as set forth in Section 12.3(b)(iv) above, the setoff against Contingent Payments, the Put Price and the Call Price described in this Section 12.3(d) shall be the exclusive source of recovery of the Buyer and/or the Parent with respect to a Seller's Event of Breach under Section 12.1(a).

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders provisions of Section 5.2(a) and Section 5.2(b) notwithstanding: (A) none of the Sellers shall not be obligated required to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise indemnify Buyer Indemnified Parties in respect of any inaccuracy Losses suffered by Buyer Indemnified Parties pursuant to Section 5.2(a)(i) or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiSection 5.2(b)(i), 11.01 and 11.02 and Article IV hereof as applicable, as a result of any breach of any representation or warranty contained in ARTICLE II or ARTICLE III (other than the "Basket Exclusions"), Fundamental Representations) until the aggregate indemnification payments, exclusive amount of the Basket Exclusions, equals all such Losses suffered by Buyer Indemnified Parties exceed one percent (1%) of the Cash Purchase Price plus one percent (1%) of any cash payment to the payees under the Promissory Notes (the "Basket Amount")“Basket”) (at which point the full amount of such Losses starting with dollar one, whereupon GRS, or including the Company and Stockholders, as the case may beBasket, shall be obligated to pay any indemnification payments, including the Basket Amount, payable); and (B) in full. It is expressly understood that the Basket Amount no event shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, the Sellers’ liabilities under Section 5.2(a)(i) and 1% Section 5.2(b)(i) (excluding liabilities as a result of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations Fundamental Representations) exceed twelve and warranties one-half percent (12.5%) of which the Cash Purchase Price plus twelve and one-half percent (12.5%) of any party had actual Knowledge at any time prior cash payment to the date on which such representation and warranty is made or any intentional breach payees under the Promissory Notes (together, the “General Cap”). (ii) Subject to the limitations set forth in this Section 5.2(d), the Sellers shall be responsible for one hundred percent (100%) of the Losses suffered by any party Buyer Indemnified Party for which indemnification is available pursuant to Section 5.2(a). For purpose of clarity, subject to the limitations set forth in this Section 5.2(d), in the event of any covenant Losses suffered by any Target Companies for which indemnification is available under Section 5.2(a), (A) Buyer will request that the indemnification payment be made to one or obligationmore of the Target Companies directly and (B) the Sellers shall pay one hundred percent (100%) of such Losses to such Target Company or Target Companies. (iii) The provisions of Section 5.2(a) and Section 5.2(b) notwithstanding, each individual Seller shall not be required to indemnify Buyer Indemnified Parties for more than such Seller’s pro rata portion of any Losses suffered by Buyer Indemnified Parties for which indemnification is available pursuant to Section 5.2(a) (for purposes of this Agreement the Sellers’ pro rata portions are twenty-two and GRS nine-tenths percent (22.9%) for Dass, forty-five percent (45%) for Han, ten percent (10%) for ▇▇▇▇▇ and twenty-two and one-tenths percent (22.1%) for GRAT). (iv) The provisions of Section 5.2(a) and Section 5.2(b) notwithstanding, none of the Sellers shall be required to indemnify Buyer Indemnified Parties in respect of any Losses suffered by Buyer Indemnified Parties: (A) to the extent such Losses constitute consequential or the Stockholderspunitive damages, other than such items as the case Buyer Indemnified Parties may bebe required to pay to a unaffiliated third-party as a result of the facts and circumstances underlying the relevant indemnification claim; (B) to the extent of any net Tax benefits actually realized by the Buyer Indemnified Parties as a result of the facts and circumstances underlying such indemnification claim (after taking into account any Tax costs arising from indemnification hereunder and treating the applicable Tax item as the last item to be used by the Buyer Indemnified Parties); (C) to the extent of insurance proceeds actually recovered by the Buyer Indemnified Parties in connection with the facts and circumstances underlying the relevant indemnification claim; and (D) to the extent of any indemnity, will be jointly contribution or other similar payments and severally liable for all damages with respect to such breachesclaims actually received from third-parties.

Limitations on Indemnification. The indemnification provided (a) Notwithstanding anything contained in this Agreement to the contrary, the Indemnitor's liability for in Sections 9.01 and 9.02 indemnity under this Section 7 shall be subject limited to an amount equal to the following limitations: sum of (the "Indemnity Cap"): (i) The Stockholders shall not be obligated to pay any amounts the Cash Consideration and (ii) the product of (x) the number of shares constituting the Stock Consideration multiplied by (y) the average closing price for Ionatron Common Stock on the OTC (or other exchange, if applicable) for the three (3) consecutive Trading Days immediately preceding the date that such claim for indemnification is made (the "Per Share Indemnification Value"); provided, however, that (i) Robert and Kathy Richter-Sa▇▇'▇ aggreg▇▇▇ ▇▇▇▇▇▇▇▇▇ for indemnification under this Article IX arising out Section 7 shall not exceed an amount equal to 9% of any Losses based uponthe Indemnity Cap and (ii) Richard and Karen Adler's a▇▇▇▇▇▇▇e li▇▇▇▇▇▇▇ ▇▇▇ ▇▇demnification under this Section 7 shall not exceed an amount equal to 91% of the Indemnity Cap. (b) Notwithstanding anything contained in this Agreement to the contrary, arising out of or otherwise the Indemnitor shall not be liable in respect of any inaccuracy or breach disclosed indemnification obligation arising under this Section 7 with respect to any individual Loss unless such Loss exceeds $5,000, in writing to GRS and specifically waived in writing by GRS prior to which case the ClosingIndemnitor shall be liable for the full amount of such Loss. (iic) Neither GRSNotwithstanding anything contained in this Agreement to the contrary, the Company nor the Stockholders Indemnitor shall be obligated to pay have no liability for any amounts claim for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (Section 7 unless the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages Indemnitee gives an Indemnification Notice with respect to such breachesthereto within two (2) years after the Closing Date.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 (a) An indemnifying party shall be subject to the following limitationsnot have any Liability under: (i) The Stockholders shall not Section 10.2(a)(i) or Section 10.2(b)(i) hereof for any Losses with respect to the breach of any: (A) General Survival Representations unless and until the aggregate amount of all such Losses exceeds an amount equal to $6,000,000 (the “General Deductible”), after which and, in such event, the indemnifying party shall, subject to the provisions of Section 10.5(b), be obligated required to pay any amounts for indemnification under this Article IX arising out all Losses in excess of any the General Deductible; (B) Title/Validity Representations unless and until the aggregate amount of all such Losses based uponexceeds an amount equal to $2,000,000 (the “Title/Validity Deductible”), arising out of or otherwise after which and, in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior such event, the indemnifying party shall, subject to the Closing.provisions of Section 10.5(b), be required to pay all Losses in excess of the Title/Validity Deductible; and (C) Miscellaneous Extended Representations and Section 5.13 unless and until the aggregate amount of all such Losses exceeds an amount equal to $2,000,000 (the “Miscellaneous Deductible,” together with the General Deductible and the Title/Validity Deductible, collectively the “Representation Deductibles”), after which and, in such event, the indemnifying party shall, subject to the provisions of Section 10.5(b), be required to pay all Losses in excess of the Miscellaneous Deductible; (ii) Neither GRS, Section 10.2(a)(ix) hereof for any Losses with respect to any of the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise Liabilities described in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 clauses (ii) and (iii), 11.01 v) of BPP Indemnified Liabilities or in Sections 2.4(f) and 11.02 2.4(g) unless and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification paymentsamount of such Losses exceeds an amount equal to $2,000,000 (the “Pre-Closing Business Deductible”), exclusive after which and, in such event, the indemnifying party shall be required to pay all Losses in excess of the Basket ExclusionsPre-Closing Business Deductible; provided, equals one percent however, that neither the Pre-Closing Business Deductible nor any other Deductibles contained in this Agreement shall apply to any Losses arising out of, relating to or based upon any Indemnification Claim involving (1%A) any BPP Excluded Employee, (B) any LRFP Employee or OAR Employee that does not become a Transferring Employee and any Former LRFP Employees and Former OAR Employees and (C) any Employee (whether or not the Employee is a Former Employee or Transferring Employee) for retiree medical benefits under any Seller Welfare Plan or the Collective Bargaining Agreement; and (iii) Section 10.2(a)(vii) hereof for any BPP Retained Contract Warranty Losses and Transferred Contract Warranty Losses unless and until the aggregate amount of such Losses exceeds an amount equal to $310,000 (the “Product Warranty Deductible,” together with the Pre-Closing Business Deductible and the Representation Deductibles, collectively the “Deductibles”), after which and, in such event, the indemnifying party shall be required to pay all Losses in excess of the Purchase Price Product Warranty Deductible. For the avoidance of doubt, the Deductibles described above shall be mutually exclusive, shall only apply to the matters pertaining to the applicable Deductible and Losses for any individual matters shall not reduce the availability of more than one Deductible; provided, however, that upon the Purchaser Indemnified Parties or Seller Indemnified Parties, as applicable, incurring aggregate Losses subject to the Deductibles equal to $6,000,000 (the "Basket Amount"“Global Deductible”), whereupon GRS, the Seller Entities or the Company and StockholdersPurchaser, as the case may beapplicable, shall be obligated to pay any indemnification payments, including all Losses in excess of the Basket Amount, in full. It is expressly understood that Global Deductible irrespective of whether the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but individual Deductibles have been met for the provisions of this subparagraph applicable matter. (iib) Neither the Seller Entities nor Purchaser shall be required to indemnify any Person under Section 10.2(a)(i) or 10.2(b)(i), be liable is in the respectively, for an aggregate amount of Losses exceeding an amount equal to $100,000, and 1% 225,000,000 (the “Cap”) in connection with Losses related to the failure of any of the Purchase Price is $70,000Real Property Title Representation, the Stockholders would then Title/Validity Representations, the Miscellaneous Extended Representations, the General Survival Representations or Section 5.13. (c) To the extent there is a breach of any representation or warranty contained in this Agreement, for purposes of calculating the amount of any Losses to be liable for the entire $100,000 indemnified pursuant to Section 10.2(a)(i) or 10.2(b)(i) (and not just $30,000for purposes of determining whether a breach has occurred). This , any materiality or Material Adverse Effect qualifications in the representations and warranties shall be ignored. (d) For the avoidance of doubt: (i) Neither the Deductibles nor the Cap shall apply to any claim for indemnification made pursuant to Section 9.04(ii10.2(a)(i) will or 10.2(b)(i) with respect to any breach of the Perpetual Representations and the Statute of Limitations Representations (other than Section 5.13); and (ii) the Deductibles shall not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior claim for indemnification made pursuant to the date on which such representation Ancillary Agreements, Sections 10.2(a)(ii)-(vi) and warranty is (viii), 10.2(b)(ii)-(vi), 10.3 and Article XI; and (iii) the Cap shall not apply to any claim for indemnification made or any intentional breach by any party of any covenant or obligationpursuant to the Ancillary Agreements, Sections 10.2(a)(ii)-(ix), 10.2(b)(ii)-(vi), 10.3 and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesArticle XI.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 8.1 and 9.02 8.2 and, to the extent provided below, in Section 6.11, shall be subject to the following limitations: (ia) The Stockholders Except as otherwise provided below, an Indemnifying Party shall not be obligated to pay any indemnification amounts (i) for indemnification under Losses pursuant to this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise VIII in respect of Sections 3.028.1(a)(i), 3.21, 3.28, 5.22, 5.29, 9.01 8.1(a)(iii) or 8.2(a) to any Indemnified Party or (ii) for Indemnified Taxes pursuant to Section 6.11 unless and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate amount of all Losses and Indemnified Taxes for which such Indemnified Party, Company or Buyer, as the case may be, is entitled to indemnification paymentspursuant thereto exceeds, exclusive of the Basket Exclusionson a cumulative basis, equals one percent an amount equal to fourteen million dollars (1%) of the Purchase Price (the "Basket Amount"$14,000,000), whereupon GRSin which case the Indemnified Party, Company or the Company and StockholdersBuyer, as the case may be, shall be entitled to recover only the amount by which such Losses and Indemnified Taxes taken together exceed such amount. Except as otherwise provided in the previous sentence, the Seller Indemnitors shall not be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" amounts for indemnification Indemnified Taxes pursuant to Section 6.11 to any Company or Buyer unless and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in until the aggregate amount of all Indemnified Taxes for which such Company or Buyer is entitled to indemnification pursuant thereto exceeds, on a cumulative basis, an amount equal to seven million dollars ($100,0007,000,000), and 1% in which case such Company or Buyer shall be entitled to recover only the amount by which such Indemnified Taxes exceed such amount. (b) Except as otherwise provided below, in no event shall the aggregate liability under this Agreement (including Section 6.11 hereof) of either (i) the Sellers, on the one hand, or (ii) Buyer, on the other hand, exceed the greater of (i) fifty percent (50%) of the Purchase Price is Aggregate Consideration and (ii) five hundred million dollars ($70,000, 500,000,000) (the Stockholders would then be liable for the entire $100,000 and not just $30,000“Cap”). This Except as otherwise provided below, in no event shall the aggregate liability of any Seller exceed such Seller’s Pro Rata Share of the Cap; provided, however, that any such amounts paid by any Sellers that are not Seller Indemnitors shall be deducted from the maximum amount payable by each Seller Indemnitor pursuant to the Cap in accordance with the respective Seller Indemnitor Pro Rata Shares. (c) No claims for indemnification in respect of Sections 8.1(a)(i), 8.1(a)(iii), 8.1(b)(i) or 8.2(a) shall be made after the date, if any, on which the applicable representation, warranty or indemnity upon which such claim was based ceases to survive pursuant to Section 9.04(ii) will 8.6; provided, however, that such time limitations shall not apply to any breach such claims which have been the subject of any representations and warranties of which any party had actual Knowledge at any time prior a written notice from Buyer to the date on which such representation and warranty is made Seller Indemnitors or any intentional breach by any party of any covenant or obligation, and GRS from Parent or the StockholdersManagement Representative to Buyer, as the case may be, will prior to such period, which notice specifies in reasonable detail the nature and basis for such claim. (d) Solely for purposes of calculating the amount of Losses incurred arising out of or relating to any breach of a representation or warranty by the Seller Indemnitor, the Companies or Buyer (and not for purposes of determining whether or not a breach has occurred), the references “Material Adverse Effect” or other materiality qualifications (or correlative terms) shall be jointly disregarded. (e) No right of indemnification hereunder shall be limited by reason of any investigation or audit conducted before or after the Initial Closing or the knowledge of any party of any breach of a representation, warranty, covenant or agreement by the other party at any time, or the decision of any party to complete the Initial Closing. Notwithstanding anything to the contrary herein, each party shall have the right, irrespective of any knowledge or investigation of such party, to rely fully, and severally liable for is relying fully, on the representations, warranties and covenants of the other parties contained herein. (f) Notwithstanding anything to the contrary set forth herein, no limitation or condition of liability or indemnity in Section 8.5(a) shall apply to any breach of a representation or warranty set forth in Sections 3.1, 3.2(a), 3.15, 5.1, 5.2 and 5.5. (g) Any Losses required to be indemnified pursuant to this Article VIII shall be reduced by (i) any Tax benefit actually realized by the Indemnified Party with respect to any Tax or Loss indemnified thereunder and (ii) any insurance proceeds or any amounts in respect of indemnification or reimbursement arrangements received by the Indemnified Party or any of its Affiliates with respect to the item giving rise to the indemnification payment. The Indemnified Party shall diligently pursue recovery under insurance policies and other rights to indemnification or reimbursement from third parties with respect to indemnifiable Losses hereunder. For purposes of the foregoing, any net Tax benefit shall be reduced by any net Tax detriment resulting from the receipt or accrual of the indemnification payment and shall be determined after taking into account all damages other deductions and losses, including any net operating loss carryforwards, as if such Tax benefit did not exist; provided that creating or increasing a net operating loss carryforward shall be deemed to create a Tax benefit only when such net operating loss carryforward is used. If a payment is made by any Seller in accordance with this Article VIII, and if in a subsequent taxable year a Tax benefit contemplated in the first sentence of this Section 8.5(g) is realized by Buyer or any of the Companies with respect to such breachespayment (that was not previously taken into account to reduce an amount otherwise payable by the Sellers), Buyer shall promptly pay to the Sellers pursuant to their Pro Rata Share, within five (5) Business Days of the earlier of receipt or entitlement thereto, the amount of such Tax benefit. With respect to any such Tax benefit that may be realized in a subsequent year, the parties agree to negotiate in good faith a liquidated amount in respect of such benefit and to adjust the payment by an Indemnifying Party at that time instead of when actually realized as provided above, but if the parties are unable to agree on such liquidated amount, then the Indemnified Party will later pay to the Indemnifying Party the Tax benefit when it is actually realized as provided above. (h) Each Seller shall have no, and hereby waives any, claims or subrogation rights against Permal in connection with any liability that such Seller may incur as a result of this Agreement, including this Article VIII.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall Notwithstanding anything to the contrary herein, from and after the Closing, the liability of any Seller Indemnifying Party that commits fraud in connection with the Agreement or in any of the ancillary agreements, exhibits, schedules or certificates to, or delivered in connection with this Agreement, will not be obligated limited in any manner with respect to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing such fraud committed by GRS prior to the Closingsuch Seller Indemnifying Party. (ii) Neither GRSExcept in the case of fraud, the Company nor Buyer Indemnified Parties, as a group, may not recover any Damages pursuant to a Buyer Indemnification Claim (A) under Sections 9.2(a)(i), 9.2(a)(iii), Section 9.2(b)(i) or 9.2(b)(iii) unless and until the Stockholders Buyer Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least $1,500,000 in Damages in the aggregate (the “Basket Amount”), and (B) under Sections 9.2(a)(vi) or 9.2(b)(v) unless and until the Buyer Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least $150,000 in Damages in the aggregate, in each which case the Buyer Indemnified Parties shall be obligated entitled to pay recover all Damages paid, incurred, suffered or sustained by the Buyer Indemnified Parties as a group (from the first dollar, but subject to the other limits in this Section 9.2(c). (iii) Subject to Section 9.2(c)(i), the liability of each (x) Seller Indemnifying Party who is either (i) a Company Shareholder or (ii) the Current CEO, for all Buyer Indemnification Claims under Sections 9.2(a)(i), 9.2(a)(iii), 9.2(b)(i) and 9.2(b)(iii); and (y) each Seller Indemnifying Party who is not a Company Shareholder (other than the Current CEO) for all Buyer Indemnification Claims under this Article 9, shall be limited to such Seller Indemnifying Party’s respective Pro Rata Share of the balance of the Escrow Fund. (iv) Subject to Section 9.2(c)(i), the liability of each Seller Indemnifying Party that is a Company Shareholder and the Current CEO for all Buyer Indemnification Claims under this Article 9, other than the Buyer Indemnification Claims referred to in and capped under Section 9.2(c)(iii), shall be limited, in the aggregate, to an amount equal to the aggregate portion of the Acquisition Consideration including any amounts Earn Out Amount actually paid to such Seller Indemnifying Party pursuant to this Agreement, provided, however, that for the purposes of determining the value of the aggregate portion of the Acquisition Consideration actually paid to a Seller Indemnifying Party or the Current CEO for the purposes of the foregoing, with respect to each share of Parent Common Stock received, the value of the Parent Common Stock shall be deemed to be the actual consideration received by such Seller Indemnifying Party upon the sale of the Parent Common Stock issued to him, her or it as part of the Acquisition Consideration. (v) The Escrow Fund will always be the Buyer Indemnified Parties’ first recourse with respect to the indemnification obligations of the Seller Indemnifying Parties and any indemnification obligation payable out of the Escrow Fund shall be paid in cash, provided, however, that if the cash portion of the Escrow Fund has been exhausted, and there are shares of Parent Common Stock deposited in the Escrow Fund, such Buyer Indemnified Party may elect to receive all or a portion of the Damages for which such Buyer Indemnified Party is entitled from the Escrow Fund in the form of shares of Parent Common Stock in an amount equal to such Damages divided by the average closing price of a share of Parent Common Stock on the NYSE in the 30 trading days preceding the date on which payment of the Damages from the Escrow Fund is due. (vi) Except in the case of fraud in connection with the Agreement or in any of the ancillary agreements, exhibits, schedules or certificates to, or delivered in connection with this Agreement, the indemnification obligations provided in Article 9 of this Agreement will be the sole and exclusive remedy of the Buyer Indemnified Parties in connection with this Agreement or any of the ancillary agreements, exhibits, schedules or certificates to, or delivered in connection with this Agreement, except that the foregoing shall not limit the right to seek specific performance, a restraining order or injunctive relief with respect to any provision of this Agreement or any of the ancillary agreements, exhibits, schedules or certificates to, or delivered in connection with this Agreement. The Buyer Indemnified Parties hereby irrevocably waive, as of Closing, any right to seek any other remedy of any kind or nature, in law or in equity, on any basis, other than indemnification under Article 9 of this Agreement and specific performance, a restraining order or injunctive relief. (vii) In the event that any Buyer Indemnified Party is entitled to receive indemnification under this Article IX9 from the Seller Indemnifying Parties, except those based uponthen the Seller Indemnifying Parties shall be responsible and liable severally and not jointly for such indemnification obligation and each Seller Indemnifying Party shall only be responsible for its respective Pro Rata Share of such indemnification obligation; provided that, if and to the extent that any Buyer Indemnified Party is entitled to receive indemnification under Section 9.2(b) from a Selling Indemnifying Party, then the Buyer Indemnified Parties shall be entitled to indemnification only from the Selling Indemnifying Party upon whom the indemnification obligation arises. (viii) Damages shall be offset by an amount equal to the amount of any net insurance or other indemnification proceeds (taking into account any deductible and increase in premiums attributable to such Damages) that are actually received by or are due to such Buyer Indemnified Party in connection with such Damages. (ix) No Buyer Indemnified Party shall be indemnified more than once for the same Damage suffered, regardless of whether such Damage may be attributed to more than one indemnity, breach of several paragraphs of the representations and warranties or the breach of or default in connection with several covenants or obligations herein, and regardless whether or not such breaches of covenants or misrepresentations are made with fraud. (x) The Seller Indemnifying Parties shall have no liability for Damages (and such Damages shall be disregarded for all purposes hereunder): (i) to the extent the matter giving rise to Damages is provided for, accrued or reserved in the Closing Net Working Capital or Closing Net Indebtedness; or (ii) which are punitive, consequential, indirect or special damages, including loss of profit or loss of opportunity, regardless of the form of action through which such Damages are sought. (xi) For the avoidance of doubt, the Seller Indemnifying Parties shall have no liability for any matter or for any infringement, misappropriation or violation of any Intellectual Property Rights of any Person if arising out of or otherwise resulting from or occasioned by: (i) the combination, integration or bundling by any Buyer Indemnified Party of the Company Intellectual Property with other services, Technology, software or intellectual property (including of the Buyer or any member of the Buyer’s Group) if such liability, infringement misappropriation or violation would not have been incurred or occurred but for such combination, integration or bundling (i.e., if such combination, integration or bundling exists as of the date hereof, the exclusion included in this clause (i) shall not apply); (ii) the modification by any Buyer Indemnified Party or on its behalf of the Company Intellectual Property if such liability, infringement misappropriation or violation would not have incurred or occurred but for such modification. Accordingly and subject to the limitations contained herein and without derogating from the generality of the foregoing, any representations or warranties of the Company relating to Intellectual Property Rights or the Company Products, services or Technology of the Company or any of the Company’s Subsidiaries is limited to and refers (as applicable) to Company Intellectual Property in its state as of the date hereof and as of the Closing, and the operation of the business of the Company and the Company’s Subsidiaries as of the Closing in the absence of the Acquisition. (xii) The Seller Indemnifying Parties shall have no liability in respect of Sections 3.02any Buyer Indemnification Claim relating to a Third Party Claim (as defined below) which is not, 3.21, 3.28, 5.22, 5.29, 9.01 and does not become within twelve (ii12) and months of a Third Party Claim Notice (iiias defined below), 11.01 and 11.02 and Article IV hereof an actual Action. (xiii) The Seller Indemnifying Parties shall have no liability in respect of any Buyer Indemnification Claim relating to any matter or thing after the "Basket Exclusions"), until date of this Agreement done or omitted to be done at the aggregate indemnification payments, exclusive request of or with the consent of the Basket ExclusionsBuyer, equals one percent (1%) Parent or any member of the Purchase Price Buyer’s Group. (xiv) The Seller Indemnifying Parties shall have no liability in respect of any Buyer Indemnification Claim if and to the "Basket Amount")extent that: (A) the Buyer Indemnification Claim would not have arisen but for any act, whereupon GRSomission, transaction or arrangement (or any combination of the same) having effect after Closing of the Buyer, Parent, any member of the Buyer’s Group, the Company or any of the Company’s Subsidiaries, or any of their respective directors, employees, agents, consultants or advisers, other than any act, omission, transaction or arrangement (or any combination of the same) in reliance on any representations, warranties or covenants of the Company or any of the Seller Indemnified Parties in this Agreement or any of the ancillary agreements, exhibits, schedules or certificates to, or delivered in connection with this Agreement; (B) the Buyer Indemnification Claim would not have arisen but and Stockholders, as only but for any change in the case may be, shall be obligated to pay accounting policy or practice of the Company or any indemnification payments, including of the Basket Amount, in full. It Company’s Subsidiaries having effect after Closing; (C) the Buyer Indemnification Claim arises or is expressly understood that the Basket Amount shall serve increased as a "trigger" for indemnification and not result of the passing of, or any change in or any change in the interpretation of, any Law after the date of this Agreement; (D) the Buyer Indemnification Claim arises or is increased as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% direct result of the Purchase Price Buyer or Parent not complying with its obligations under this Agreement; (E) the subject matter of the Buyer Indemnification Claim has been made whole or has otherwise been compensated for without cost or expense to the Buyer; (F) the Damages suffered or incurred by the Buyer, Parent the Company or any of the Company’s Subsidiaries is $70,000used to or is capable of being used by Parent, the Stockholders would then be liable for Buyer, any member of the entire $100,000 and not just $30,000). This Section 9.04(iiBuyer’s Group, the Company or any of the Company’s Subsidiaries to obtain a tax benefit, to the extent of the benefit derived or capable of being derived; or (G) will not apply to the Buyer Indemnification Claim arises in respect of a matter, event or circumstance where the Buyer, Parent, any breach member of the Buyer’s Group, the Company or any of the Company’s Subsidiaries is recovered from some other person any loss or damage arising from that matter, event or circumstances, net of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect costs to such breachesPerson.

Limitations on Indemnification. The Rights to indemnification provided for in Sections 9.01 and 9.02 shall be hereunder are subject to the following limitations: (ia) The Stockholders Parties shall not be obligated entitled to pay any amounts for indemnification under this Article IX arising out hereunder with respect to a Seller Indemnifiable Claim or Buyer Indemnifiable Claim, as the case may be (either of any Losses based upon, arising out of a Seller Indemnifiable Claim or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and StockholdersBuyer Indemnifiable Claim, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a an "trigger" for indemnification and not as a INDEMNIFIABLE CLAIM"deductible" ) (for exampleor, if the indemnity claims for which GRS or the Stockholders wouldmore than one Indemnifiable Claim is asserted, but for the provisions of this subparagraph (ii), be liable is in with respect to all Indemnifiable Claims) unless the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages Damages with respect to such breachesIndemnifiable Claim or Claims exceeds One Million Dollars ($1,000,000), in which event the indemnity provided for in Section 11.2 or 11.3 hereof shall be effective with respect to Indemnifiable Claims in excess of such Two Hundred Fifty Thousand Dollars ($250,000) amount (the "FLOOR"). Additionally, a claim shall not be considered an Indemnifiable Claim unless it individually (along with related claims) exceeds Twenty-Five Thousand Dollars ($25,000). The foregoing One Million Dollars ($1,000,000) aggregate deductible amount and the Twenty-Five Thousand Dollars ($25,000) individual claim amount shall not be applicable and shall not limit any indemnification sought with respect to claims asserted by third parties. In no event shall the indemnification obligation of Sellers or Nextera arising under this Article XI exceed an amount equal to Sixty-Five Million Dollars ($65,000,000) in the aggregate. In no event shall the indemnification obligation of Buyer arising under this Article XI exceed Thirteen Million Dollars ($13,000,000) in the aggregate. Notwithstanding the foregoing, none of the limitations on indemnification set forth in this Section 11.4(a) will apply to (i) Sellers' or Nextera's breach of representations made in Section 5.1, 5.2, 5.6, 5.11, 5.12, 5.14, 5.16, 6.1, 6.2, 6.3, 6.4 and 8.7 (ii) any Seller Indemnifiable Claims by Buyer pursuant to Section 11.2(a)(B), 11.2(a)(C) or 11.2(a)(D) or (iii) any Buyer Indemnifiable Claims by Seller pursuant to Section 11.3(a)(B) or 11.3(a)(C). (b) All indemnity payments payable hereunder shall be paid in immediately available funds within five (5) Business Days after the later of (i) the receipt of a written request from the party entitled to such indemnification payment and (ii) the day of payment of the amount that is the subject of the indemnification payment by the Party entitled to receive the indemnification payment. All such indemnification payments shall be made to the accounts and in the manner specified in writing by the Party entitled to receive such indemnification payments.