Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Notwithstanding anything The indemnification provided for in this Agreement Section 8.3(a) and Section 8.4 is subject to the contraryfollowing limitations: (i) subject to Section 8.5(a)(ii), (a) Seller will shall not have be liable to the Buyer Indemnified Parties for any liability under Losses with respect to the matters described in Section 8.02(c8.3(a) (other than with respect to a breach of any breaches of the Seller Specified Fundamental Representations, or the representations and warranties in Section 3.13 (Taxes), which shall not be subject to such limitation), (A) unless the such Losses exceed an aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds amount equal to $25,000,000 3,150,000 (the “DeductibleThreshold Amount”) and then only to the extent for Losses in excess of such excess; $2,100,000 and (bB) Seller’s aggregate liability under Section 8.02(c) (other than with respect to a breach in excess 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 $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; (cii) (i) Acquiror will without limiting the generality of the foregoing, any Loss, or any Losses arising out of the same or substantially similar facts and circumstances, shall not have any liability be entitled to indemnification under Section 8.01(c8.3(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 a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 matters described in Section 8.01(c8.4(a) (other than with respect breaches of Fundamental Representations of Buyer, which shall not be subject to a breach of Section 3.02 such limitation), (AuthorizationA) (the “Acquiror Specified Representations”)) will not 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; ; (div) no party will have any liability under Section 8.01(c) or 8.02(c) Seller shall not be liable to the Buyer Indemnified Parties, and Buyer shall not be liable to the Seller Indemnified Parties, for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (d)), unless such Loss exceeds $25,000, and any Losses that are disregarded pursuant to this clause (d) will not be aggregated for purposes hereunder in excess of the preceding clauses Base Closing Cash Payment; (a) through (c); (ev) neither Seller nor Acquiror will Buyer shall have any liability obligations under or liabilities in respect of Section 8.02(c8.3(a) or Section 8.01(c), for any otherwise indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to any 8.4(a) (except in respect of the limitations contemplated in this Fundamental Representations, with respect to which claims for indemnity may be made at any time permitted by law) from and after the applicable Survival Date; provided that any claim for indemnity made by a Buyer Indemnified Party or Seller Indemnified Party under Section 8.07 8.3(a) 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. (b) For purposes of Sections 8.01(c) and 8.02(c8.4(a), 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 Acquiror or Seller, as the case may be, may recover in accordance with the entire amount terms of such Losses subject only this Article VIII prior to the Deductible 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 Buyer or Seller, or any Indemnified Party, may have under this Agreement with respect to this Agreement and with respect to the transactions contemplated hereby or thereby, and with respect to the Purchased Assets and the CapBusiness, except in case of fraud.

Limitations on Indemnification. (a) Notwithstanding anything The Trident Investors and the other indemnified parties referred to in this Agreement Section 7.3(a) will not be entitled to make a claim against the Sellers pursuant to Section 7.3(a) with respect to any Taxes to the contraryextent that they are permitted to make a claim for such Taxes under Section 7.5(a). In addition, (athe Trident Investors and the other indemnified parties referred to in Section 7.3(a) Seller will not have any liability under be entitled to make a claim against the Sellers pursuant to Section 8.02(c7.3(a) with respect to clause (i) 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 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”) representations and then only to the extent of such excess; (b) Seller’s aggregate liability under warranties contained in Section 8.02(c) (other than with respect to a breach of Sections 2.01 (Organization3.2.1(c)(iii)), 2.02 (Authority3.2.2, 3.2.6, the second sentence of 3.2.12(b), 2.11 (Brokers)3.2.15, 2.12 (Title)3.2.18, 2.13(a)-(c) (Wimbledon Assets), 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entities3.2.20 or 3.2.21) (the “Seller Specified RepresentationsLimited Claims”), unless and until the aggregate amount of claims which may be asserted for Indemnifiable Losses (as defined below) will 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 15% of the Final Purchase Price $50,000,000 (the “Cap”); (c. 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) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder Limited Claims exceeds the DeductibleDeductible Amount, the Trident Investors and then such indemnified parties shall be entitled to payment for such Indemnifiable Losses pursuant to this Article VII only to the extent such Indemnified Losses exceed the Deductible Amount. For the avoidance of such excessdoubt, the Deductible Amount and (ii) Acquiror’s aggregate liability under Section 8.01(c) (other than the Cap shall not apply 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 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to any of the limitations contemplated representations and warranties set forth in this Sections 3.2.1 (other than the representations and warranties contained in Section 8.07 or be included 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), (iii), (iv), (v) and (vi) of Section 7.3(a), and any calculation of whether any cap or similar metric was met. This Section 8.07 such representations and warranties and matters will not apply to indemnification for Taxes, which shall be governed exclusively by Article IXconsidered in determining whether Indemnified Losses have exceeded the Deductible Amount or the 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 until the aggregate amount of claims 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 the aggregate liability of the Trident 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 Sellers and such indemnified parties shall be entitled to payment for such Indemnifiable Losses pursuant to this Article VII only to the extent such Indemnified Losses exceed the Deductible Amount. (c) For purposes of Sections 8.01(c) this Agreement, “Indemnifiable Losses” means any and 8.02(call losses, damages, liabilities, claims, demands, deficiencies, judgments, settlements, costs and expenses of any nature whatsoever (including, without limitation, the reasonable fees and expenses of the Indemnified Party’s outside counsel or other advisors and court costs and the other reasonable out-of-pocket fees and expenses of the Indemnified Party), any qualification in any such representation whether 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 not resulting from such breach and Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Capa Third-Party Claim.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (ano claim for indemnification under this Article 9 shall be made by any Buyer Indemnified Person, and Selling Shareholders and the Trusts shall have no Liability to pay any amount, for indemnification or otherwise, with respect to the matters described in Sections 9.2(a)(i) Seller will not have any liability under Section 8.02(cand 9.2(b)(i) (other than with respect to a breach the Fundamental Representations or in respect of any breaches of Section 4.9 (Taxes), for which the Seller Specified Representationsfollowing limitations will not apply) unless until the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder total of all Damages with respect to such matters exceeds $25,000,000 575,000 (the “DeductibleBasket”) ), 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 the Trusts with respect to the extent of such excess; (bmatters described in Sections 9.2(a)(i) Seller’s aggregate liability under Section 8.02(cand 9.2(b)(i) (other than with respect to a breach the Fundamental Representations or in respect of Sections 2.01 any breaches of Section 4.9 (OrganizationTaxes), 2.02 (Authority), 2.11 (Brokers), 2.12 (Title), 2.13(a)-(c) (Wimbledon Assets), 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entities) (for which the “Seller Specified Representations”)) following limitations will not apply) exceed 15% $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 Final Purchase Price (the “Cap”); (cmatters described in Sections 9.2(a)(i) (i) Acquiror will not have any liability under Section 8.01(cand 9.2(b)(i) (other than with respect to a breach the Fundamental Representations or in respect of any of the Acquiror Specified Representations) unless the aggregate liability for 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 Section 8.01(c) (other than with respect to a breach breaches of Section 3.02 4.9 (Authorization) (the “Acquiror Specified Representations”Taxes)) , for which such limitation will not exceed apply) is $600,000, then the Cap; (d) no party will have any liability under Section 8.01(c) or 8.02(c) for any Loss arising out Buyer Indemnified Persons shall be entitled to indemnification in an amount of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (d)), unless such Loss exceeds $25,000, and any Losses that are disregarded 220,000 pursuant to this clause Article 9 (d) will not be aggregated for purposes of i.e., the preceding clauses (a) through (cdifference between $600,000 and $380,000); (e) neither Seller nor Acquiror will have any liability under Section 8.02(c) or Section 8.01(c), for any otherwise indemnifiable Loss to the extent 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. (b) For purposes Notwithstanding anything in this Agreement to the contrary, in no event shall the total of all Damages paid by Selling Shareholders and the Trusts with respect to the Fundamental Representations or breaches of Section 4.9 (Taxes) pursuant to Sections 8.01(c9.2(a)(i) and 8.02(c9.2(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 qualification 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 representation Buyer Indemnified Person with respect to such Damages, or warranty 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 materiality the contrary in this Agreement, claims for indemnification based on allegations of fraud or Snacks Business MAE will intentional misrepresentation shall not be taken into account for purposes of determining whether such representation 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 warranty has been breachedSeller Indemnified Person, but includes Damages incurred or sustained by the Indemnified Person in the event 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 9 with respect to consequential, special, punitive or exemplary Damages unless such Damages were incurred or sustained by third parties that seek to recover 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 Damages from such breach and Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the CapIndemnified Person.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contraryany contrary provisions of Section 6.1, (a) Seller will not have any liability under Section 8.02(c) (other than with respect to a breach of Sections 6.1(a) and 6.1(b), (i) Sellers will not be liable for any of the Seller Specified Representations) Losses thereunder unless the aggregate amount of Losses Sellers are liable for thereunder exceeds $500,000, and in such event, Sellers will be liable for the entire amount of such Losses, (ii) the total aggregate liability of Sellers for Losses thereunder will not exceed $10,000,000 and (iii) no Owner will have liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) and then only to the extent in an aggregate amount in excess 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered Owner's Ownership Percentage multiplied by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (ii) Acquiror’s aggregate liability under 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 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) 10,000,000. Buyers 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), entitled to indemnification for any otherwise indemnifiable Loss Losses to the extent such Losses are reflected on as Assumed Liabilities in 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 IXClosing Working Capital. (b) For purposes Notwithstanding any contrary provisions of Section 6.2, with respect to Sections 8.01(c6.2(a) and 8.02(c6.2(b), (i) Buyers will not be liable for 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 Losses thereunder unless 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 aggregate amount of Losses arising from Buyers are liable for thereunder exceeds $500,000, and in such breach and Acquiror or Sellerevent, as the case may be, may recover Buyers will be liable for the entire amount of such Losses, and (ii) the total aggregate liability of Buyers for Losses subject only thereunder will not exceed $10,000,000. (c) Indemnification under this Article VI will constitute the sole remedy for Losses incurred that are indemnifiable pursuant to the Deductible and the Cap.Section 6.1(a), 6.1(b), 6.2(a) or

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement To the extent the Partnership Indemnified Parties are entitled to the contrary, (a) Seller will not have any liability under indemnification for Losses pursuant to Section 8.02(c9.3(a) (other than with respect for Losses related to a breach of any of the Seller Specified Representations) representations and warranties in Section 4.6), Anadarko shall not be liable for those Losses unless the aggregate liability amount of Losses exceeds 1% of the sum of (i) the Cash Consideration, plus (ii) the dollar value of the Unit Consideration on the Closing Date, plus (iii) the dollar value of the GP Consideration on the Closing Date (with each general partner unit being deemed for Losses suffered by this purpose to have the Acquiror Indemnitees thereunder exceeds $25,000,000 same value as a common unit) (the sum of (i), (ii) and (iii) being the “Aggregate Consideration”) (the “Deductible”) ), and then only to the extent of any such excess; . (b) Seller’s aggregate liability under In addition, to the extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 8.02(c) (other than with respect to a breach of Sections 2.01 (Organization9.3(a), 2.02 (Authority)Anadarko shall not be liable for such Losses that exceed, 2.11 (Brokers)in the aggregate, 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 1525% of the Final Purchase Price (Aggregate Consideration less the “Cap”); Deductible. (c) Notwithstanding Section 9.8(a) and (ib), 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), 9.3(f), 9.3(g) Acquiror will or 9.3(h) or for claims arising from fraud, Anadarko shall be fully liable for such Losses without regard 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 have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) be liable for those Losses unless the aggregate liability for amount of Losses suffered by exceeds, in the Seller Indemnitees thereunder exceeds aggregate, the Deductible, and then only to the extent of any such excess. In addition, and (ii) Acquiror’s aggregate liability under to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to 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 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)9.2(a), unless the Partnership shall not be liable for such Loss exceeds $25,000, and any Losses that are disregarded pursuant to this clause (d) will not be aggregated for purposes exceed, in the aggregate, 10% of the preceding clauses (a) through (c); Aggregate Consideration less the Deductible. (e) neither Seller nor Acquiror will have any liability under Notwithstanding Section 8.02(c) or Section 8.01(c9.8(d), for any otherwise indemnifiable Loss to the extent such Losses the Anadarko Indemnified Parties 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 entitled to indemnification for TaxesLosses pursuant to Section 9.2(b) or for claims arising from fraud, which the Partnership shall 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 or Snacks Business MAE will be taken into account fully liable 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only without regard to the Deductible and the Caplimitations in Section 9.8(d).

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (a) The obligations of 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 (Organization14.2(a), 2.02 (Authority)in the aggregate, 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 an amount equal to $1,000,000 (the “"Seller’s Cap”"); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only subject to the extent of such excess, and (ii) Acquiror’s aggregate liability under 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 individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes terms 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 indemnifiable Loss to the extent 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 IX14. (b) For purposes Buyer’s obligations under Section 14.3(a), in the aggregate, will not exceed an amount equal to $1,000,000 (“Buyer’s Cap”), subject to the other terms of Sections 8.01(cthis Article 14. (c) Notwithstanding the foregoing terms of this Section, the Indemnified Parties (as such term is defined in the Asset Purchase Agreement) will be entitled to recover for, and the Sellers’ Cap, and the Buyer’s Cap will not apply to, any Losses arising out of, in connection with or related to: (A) fraud or willful misconduct; (B) fraudulent misrepresentation; or (C) any breach of the representations and warranties in Section 11.1(a) (Authority of Seller), Section 11.3 (Use and Operation), Section 11.6 (Other Contracts to Convey), Section 11.9 (Agreements Affecting the Property), Section 11.4 (Land Use Regulation), Section 11.5 (Litigation), Section 11.10 (Use Permits and Other Approvals), Section 11.11 (Access), Section 11.12 (Zoning) and 8.02(cSection 11.13 (Encroachments), any qualification in any such representation or warranty as . (d) Payments by an Indemnifying Party pursuant to materiality or Snacks Business MAE will Section 14.2 and Section 14.3 shall 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 limited to have been breached, such qualification as to materiality or Snacks Business MAE will thereafter be disregarded for purposes of determining the amount of any Losses arising that remain after deducting from such breach Losses any insurance proceeds and Acquiror any indemnity, contribution or Sellerother similar payment actually recovered by the Indemnified Parties from any third party with respect to such claim. Notwithstanding the foregoing, as no Indemnifying Party is required to pursue or attempt to recover any insurance and the case may be, may recover the entire amount Indemnifying Party shall not defer payment of such Losses subject only to the Deductible and Indemnified Party pending the Capresolution of insurance claims.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (a) No Seller will not shall have any liability under this Section 8.02(c7 until the aggregate amount of all Claims described in Section 7.1 exceeds $500,000 (the "Minimum Amount"), and then only for the amount by which such Claims exceed $250,000 (the "Threshold Amount"). Upon reaching the Minimum Amount, Sellers shall be liable to Purchaser Indemnitees with respect to Claims described in Section 7.1 in excess of the Threshold Amount up to an aggregate amount of $10,000,000 (the "Maximum Amount"); provided, however, that the limitations set forth in this Section 7.4(a) shall not apply to the following Claims (the "Exception Claims"): Claims relating to Section 7.1(e), Claims arising from inaccuracies in the representations contained in Section 4.20, Claims arising from a breach of the covenants set forth in Section 5.12 or Claims for any Taxes owed by any Seller not included in the Assumed Liabilities. For purposes of this Section 7.4(a) only, any amounts recovered by the Purchaser Indemnities under the Indemnification Insurance (other than amounts recovered pursuant to an Exception Claim), plus any amounts (other than amounts recoverable pursuant to an Exception Claim) that would have been recovered had the Purchaser Indemnitees (i) complied with the terms and conditions of the Indemnification Insurance and (ii) not taken any Insurance Limitation Actions, shall be applied toward (and thereby reduce) the Maximum Amount. (b) No Buying Party shall have any liability under this Section 7 until the aggregate amount of all Claims described in Section 7.2 exceeds the Minimum Amount, and then only for the amount by which such Claims exceed the Threshold Amount. Upon reaching the Minimum Amount, the Buying Parties shall be liable to Seller Indemnitees with respect to Claims described in Section 7.2 in excess of the Threshold Amount up to an aggregate amount equal to the Maximum Amount; provided, however, that the limitations set forth in this Section 7.4(b) shall not apply to any Claim pursuant to Section 7.2(a). (c) Except for applicable deductibles or retention amounts set forth in the Indemnification Insurance and any amounts for Exception Claims exceeding the Maximum Amount, as a condition precedent to collecting any Claim under this Section 7, the Purchaser Indemnitees must exhaust all reasonable efforts to recover under the Indemnification Insurance (including, if reasonable under the circumstances, bringing any Action against the insurer or underwriter thereunder); provided, however, that for purposes of this sentence, no Purchaser Indemnitee shall be required to file any lawsuit or other claim in a Forum. No Seller shall have any liability under this Section 7 with respect to any Claim or part of a Claim for which coverage under the Indemnification Insurance is available or would have been available had the Purchaser Indemnitees (i) complied with the terms and conditions of the Indemnification Insurance and (ii) not taken any Insurance Limitation Actions. (d) To the extent any Indemnifying Party indemnifies any Indemnified Party on any claim under this Section 7, the Indemnified Party shall, and shall cause each other of its Affiliates who may be Indemnified Parties to, assign to the Indemnifying Party, to the fullest extent allowable, their rights and causes of action with respect to such claim against third parties, or in the event assignment is not permissible, the Indemnifying Party shall be allowed to pursue such claim in the name of the Indemnified Party, at the Indemnifying Party's expense. To the extent that any Indemnifying Party pursues any such cause of action with respect to a breach claim against third parties, it shall take no action that would reasonably be expected to have an adverse effect on the Business or any Indemnified Party. The Indemnifying Party shall, in such case, be entitled to retain all recoveries for their own accounts made as a result of any such action. The Indemnified Party shall provide, and shall cause each other of its Affiliates who may be Indemnified Parties to provide, to the Indemnifying Party reasonable assistance in prosecuting such claim, including making their books and records relating to such claim available to the Indemnifying Party and making their employees available for interviews and similar matters. If any Indemnified Party recovers from a third party any part of a claim that had been paid by any Indemnifying Party pursuant to its indemnification obligations hereunder, that Indemnified Party shall promptly remit to the applicable Indemnifying Party the amount of such recovery without regard to the time limitations described in Section 7.7 below. (e) Any amounts recovered by an Indemnified Party from an Indemnifying Party under this Section 7 shall be treated as an adjustment to the Final Cash Purchase Price or Assumed Liabilities, as appropriate, and shall be net of any Tax effects to the Indemnified Parties or their Affiliates. For purposes of this paragraph, "Tax effect" shall mean, as applicable, the present value of (i) any refund, credit or reduction in otherwise required Tax payments including any interest payable thereon or (ii) any required payment of Tax, including any interest payable thereon. For purposes of this Section 7.4(d), present value shall be computed as of the Seller Specified Representations) unless later of the aggregate liability for Losses suffered by Closing Date or the Acquiror Indemnitees thereunder exceeds $25,000,000 (first date on which the “Deductible”) and then only right to the extent refund, credit or other Tax reduction or the requirement to pay Taxes arises or otherwise becomes available to be utilized (regardless of such excess; the time that the Buying Parties or their Affiliates actually utilize the benefit), (bi) Seller’s aggregate liability under Section 8.02(c) (other than using the Tax rate applicable 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) Acquiror will not have any liability such Tax under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of applicable Law on such excessdate, and (ii) Acquiror’s aggregate liability under Section 8.01(cusing the interest rate on such date imposed on corporate deficiencies paid within thirty (30) (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 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 days of the preceding clauses (a) through (c); (e) neither Seller nor Acquiror will have any liability notice of proposed deficiency under Section 8.02(c) or Section 8.01(c), for any otherwise indemnifiable Loss to the extent 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 IXCode. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Except in the case of Fraud or indemnification claims for breaches of or inaccuracies in the Fundamental Representations or Tax Representations, the Indemnified Parties may not recover any Losses pursuant to an indemnification claim under Section 9.2(a)(i) unless and until the amount of the indemnifiable Qualifying Losses thereunder exceeds one million dollars ($1,000,000) (the “Basket”) in which case the Indemnified Parties shall be entitled to recover all Losses, including the amount of the Basket paid, incurred, suffered or sustained by the Indemnified Parties. For the avoidance of doubt, the limitations set forth in this Section 9.3(a) shall not apply to indemnification claims under clauses (ii) – (viii) of Section 9.2(a), inclusive. (b) Except in the case of Fraud or indemnification claims for breaches of or inaccuracies in the Fundamental Representations or Tax Representations the Indemnifying Parties shall only be liable for any Loss relating to a single claim (or series of claims arising from the same or substantially similar facts or circumstances) in excess of twenty-five thousand dollars ($25,000) (such Loss or Losses, a “Qualifying Loss”). For the avoidance of doubt, the limitations set forth in this Section 9.3(b) shall not apply to indemnification claims under clauses (ii) – (viii) of Section 9.2(a), inclusive. (c) Subject to Section 9.3(d) and Section 9.3(f), recourse by the Indemnified Parties to the Escrow Fund shall be the Indemnified Parties’ sole and exclusive remedy under this Agreement for Losses resulting from the matters referred to in Section 9.2(a)(i). (d) The limitations set forth in Section 9.3(a), Section 9.3(b) and Section 9.3(c) shall not apply to indemnification claims (and shall not limit the indemnification or other obligations of such Indemnifying Party): (i) for inaccuracies in or breaches of any of the Fundamental Representations or Tax Representations; or (ii) under clauses (ii) – (viii) of Section 9.2(a), inclusive; provided that, Buyer may not recover any Losses pursuant to an indemnification claim under Section 9.2(a)(viii) in excess of the Scheduled Matters Cap. To the extent that the Indemnifying Parties are entitled to recovery under this Article IX in excess of the Escrow Fund, the Indemnified Parties shall not be entitled to recover amounts directly from an Indemnifying Party under this Article IX in respect of its, his or her indemnification obligations until such time as the Escrow Fund has been fully exhausted or the amounts contained in the Escrow Fund are otherwise allocated to cover existing, unresolved indemnification, compensation or reimbursement claims that have been set forth in Indemnification Claim Notices delivered pursuant to Section 9.5(a). Any amounts recovered by the Indemnified Parties from the Escrow Fund pursuant to Section 9.2(a) with respect to breaches of the Fundamental Representations or Tax Representations, or pursuant to any of the matters referred to in clauses (ii) – (viii) of Section 9.2(a), inclusive, shall not count towards or reduce the amount that the Indemnified Parties may recover with respect to claims for indemnification, compensation or reimbursement pursuant to Sections 9.2(a)(i) for all other matters (it being understood that, in the case of such recovery from the Escrow Fund with respect to Losses arising from breaches of the Fundamental Representations or Tax Representations, or pursuant to any of the matters referred to in clauses (ii) – (viii) of Section 9.2(a), inclusive, or Section 2.4(c) the Indemnified Parties shall be entitled to recover indemnifiable Losses directly against the Indemnifying Parties up to the amount of any Losses recovered from the Escrow Fund in respect of such Losses arising from breaches of the Fundamental Representations or Tax Representations, or pursuant to any of the matters referred to in clauses (ii) – (viii) of Section 9.2(a), inclusive or Section 2.4(c)). (e) Subject to Section 9.3(f), the total amount of indemnification payments that each Indemnifying Party can be required to make to the Indemnified Parties pursuant to Section 9.2 (in excess of the amount, if any, paid to the Indemnified Parties out of the Escrow Fund) shall be limited to the portion of the Total Closing Consideration actually paid to such Indemnifying Party pursuant to Section 1.3 and Section 2.3 (without regard to any Taxes deducted or to be deducted). For the avoidance of doubt, to the extent any part of the Escrow Amount is paid in to the Escrow Fund on behalf of a Key Employee but is subsequently paid back to Buyer in accordance with the terms of such Key Employee’s Holdback Agreement and the Escrow Agreement, Buyer shall have no recourse, in respect of such Key Employee’s liabilities resulting from the matters referred to in Section 9.2(a)(i) for all other matters, against any amounts withheld from other Indemnifying Parties and paid in (and released to) the Escrow Fund. (f) Nothing in this Agreement shall limit the liability of, or the Indemnified Parties’ remedies against, any Indemnifying Party who perpetrates, or who has actual knowledge of (without a duty to investigate), Fraud in relation to the transactions contemplated hereby. Except as set forth in this Section 9.3(f), in no event shall any Indemnifying Party have any liability for any fraud committed by any other Indemnifying Party. (g) Notwithstanding anything in any other provision of this Agreement to the contrary, (a) Seller will not have any liability under the indemnification rights set forth in this Article IX shall be the sole and exclusive remedy of the Indemnified Parties from and after the Effective Time for monetary remedies in connection with this Agreement and the transactions contemplated hereby, including the matters described in Section 8.02(c9.2(a) (other than with respect to a breach of which means that the survival periods and liability limits set forth in this Article IX shall control notwithstanding 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 statutory or common law provisions or principles 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”contrary); (c) provided, however, that nothing in this Agreement shall limit the Indemnified Parties’ ability to pursue (i) Acquiror will not have specific performance or injunctive relief or other non-monetary equitable remedies, (ii) remedies under any liability under Section 8.01(c) (other than with respect to a breach of Related Agreements against any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excessCompany Shareholders who are parties thereto, and (iiiii) Acquiror’s aggregate liability under Section 8.01(c) remedies against any Indemnifying Party who perpetrates, or who has actual knowledge of (other than with respect without a duty 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 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)investigate), unless such Loss exceeds $25,000, and any Fraud in relation to the transactions contemplated hereby. (h) To the extent the Indemnified Parties are entitled to recover indemnifiable Losses that in respect of amounts which are disregarded indemnifiable pursuant to Section 2.5 by a particular Person who had received amounts pursuant to this clause (d) will not be aggregated for purposes of Agreement, Buyer shall first use reasonable best efforts to recover such indemnifiable Losses from such Person prior to seeking recourse against 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 indemnifiable Loss Escrow Fund pursuant to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs terms 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. (bi) For purposes The amount of Sections 8.01(cany Losses recoverable by any Indemnified Party under Section 9.2(a) and 8.02(c)shall be calculated net of any insurance proceeds actually received by, and/or any qualification in indemnification or contribution payments actually paid by 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 breachedthird party to, 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 Acquiror or Seller, as the case may be, may recover the entire amount Indemnified Party in respect of such Losses subject only in, each case net all costs of recovery, including reasonably anticipated increases in insurance premiums; provided, however, that in no event shall any Indemnified Party be required to seek or obtain any such insurance proceeds or third-party indemnification or contribution. If an Indemnified Party receives any amounts under applicable insurance policies or third-party indemnification or contribution payments subsequent to its receipt of an indemnification payment by the Indemnifying Parties (including from the Escrow Fund), then such Indemnified Party will, without duplication, promptly reimburse the Indemnifying Parties (including via replenishing the Escrow Fund, if applicable) for any payment made by such Indemnifying Parties up to the Deductible amount received by the Indemnified Party; provided that the aggregate amount of reimbursement payments to the Indemnifying Parties will not in any event exceed the aggregate indemnification payment received by the Indemnified Party from the Indemnifying Parties. For clarity, nothing in this Section 9.3(i) will be deemed to prejudice the ability of any Indemnified Party to seek recourse against the Escrow Fund at any time according to the other terms and conditions of this Article IX, but rather this Section 9.3(i) is intended solely to prevent multiple recoveries by any Indemnified Party for the Capsame Losses.

Limitations on Indemnification. (a) Notwithstanding anything to the contrary set forth in this Agreement to Agreement: (i) except in the contrarycase of fraud or a breach of the Fundamental Representations, (a) Seller will the Indemnifying Parties shall not have any obligation to indemnify the Indemnified Parties pursuant to Section 8.2(a)(i) or Section 8.2(b)(i), as applicable, until the aggregate amount of Losses that would otherwise be subject to indemnification pursuant to Section 8.2(a)(i) or Section 8.2(b)(i), as applicable, exceeds $850,124.73 (the “Basket”), whereupon the applicable Indemnified Parties shall be entitled to receive amounts for its Losses in excess of the Basket; (ii) except in the case of fraud or a breach of the Fundamental Representations, in no event shall the cumulative indemnification obligations of the Seller pursuant to Section 8.2(a)(i) or the Buyer pursuant to Section 8.2(b)(i), in each case, in the aggregate exceed $11,334,996.35; (iii) except in the case of fraud, in no event shall the cumulative indemnification obligations of the Seller pursuant to Section 8.2(a) or the Buyer pursuant to Section 8.2(b) exceed the total amount paid by the Buyer pursuant to this Agreement; and (iv) the liability of Seller for any Losses under Section 8.02(c8.2(a)(iv) (other than with respect to a breach of any Indemnified Environmental Liabilities shall (i) terminate on the third (3rd) anniversary of the Seller Specified RepresentationsClosing Date; and (ii) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds shall not exceed $25,000,000 1,800,000 (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 “Environmental Indemnity Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect provided; however, that to a breach of any the extent the costs for investigation and/or remediation of the Acquiror Specified RepresentationsIndemnified Environmental Liabilities (including restoration costs) unless the aggregate liability for Losses suffered exceed $1,000,000, such costs shall above such amount be borne ninety percent (90%) by the Seller Indemnitees thereunder exceeds and ten percent (10%) by the DeductibleBuyer, and then only with Seller bearing such costs in an amount up to the extent of such excess, and (ii) Acquiror’s aggregate liability under Section 8.01(c) (other than with respect to a breach of Section 3.02 (Authorization) (the “Acquiror Specified Representations”)) will not exceed the Environmental Indemnity Cap; (d) no party will have any liability under Section 8.01(c) or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) determining the failure of any representations or warranties to be true and 8.02(c)correct or the breach of any covenant and for calculating the amount of any Losses under this Article 8, each such representation and warranty or covenant shall be read without regard to any qualification or reference to “materiality”, “material”, “Material Adverse Effect” or other similar materiality qualifications or references contained in any or otherwise applicable to 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 covenant. (c) The amount of Losses arising any Loss for which indemnification is provided under this Article 8 shall be reduced by any amounts actually recovered by any Indemnified Party under insurance policies, with respect to such Loss (less any costs of collection and increases in premium) or otherwise actually received from any third parties (which the Buyer shall be under no obligation to collect). To the extent that any amount is recovered by any Indemnified Party under an insurance policy or any other source of indemnification after the date that an indemnity payment is made hereunder, then such breach Indemnified Party shall pay over to the Indemnifying Party such amounts (less any costs of collection and Acquiror or increases in premium) no later than ten (10) Business Days after such proceeds are received. (d) No Indemnifying Party shall be liable to any Indemnified Party for any punitive damages in connection with any Claim, except to the extent such punitive damages are awarded to a third party in connection with such a Claim. (e) Notwithstanding the limitations of Section 9.8, the Buyer shall have the right, without the prior consent of the Seller, as the case may be, may recover the entire amount of such Losses subject only to assign its rights to indemnification under Section 8.2(a)(iv) and Section 8.6 to any successor to the Deductible Buyer and any such successor shall have a similar right to further assign the Caprights to indemnification hereunder upon any such assignment and notice thereof to the Seller. The Seller shall be liable to such successor in all respects as if such successor were the Buyer hereunder and each such successor shall be entitled to enforce its indemnification rights hereunder directly against the Seller. No such assignment shall relieve the Seller of its obligations to the Buyer or such other assignor hereunder and, without limiting the generality of the foregoing, each of the Buyer and such other assignor shall be entitled, despite such assignment, to its rights to indemnification by the Seller hereunder.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement To the extent that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.1(a), the contrarySellers, jointly and severally, shall be liable for Damages pursuant to Section 8.1(a) only if (ai) Seller will not have any liability under Section 8.02(c) (other than the Damages with respect to a breach of any of the Seller Specified Representationsindividual claim pursuant to Section 8.1(a) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds exceed One Hundred Thousand Dollars ($25,000,000 100,000) (the “DeductibleMinimum Claim Amount”) and (ii) the Damages for all claims pursuant to Section 8.1(a) exceed, in the aggregate, One Million Dollars ($1,000,000) (the “Deductible Amount”), and then the Sellers, jointly and severally, shall be liable only for Damages pursuant to Section 8.1(a) to the extent of such excess; (b) Seller’s any excess over the Deductible Amount. In no event shall the Sellers’ aggregate liability to SHLX Indemnified Parties under Section 8.02(c8.1 exceed Sixty-Three Million Dollars ($63,000,000) (other than with respect the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Sellers’ aggregate liability to a breach SHLX Indemnified Parties under Section 8.1 for breaches or inaccuracies of Sections 2.01 representations and warranties contained in Section 3.15 (Management Projections and Budget) shall not be subject to the Ceiling Amount but shall not exceed Three Hundred Fifteen Million Dollars ($315,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), 2.02 Section 3.2 (AuthorityAuthority and Approval), 2.11 Section 3.4 (Brokers), 2.12 (Title), 2.13(a)-(c) (Wimbledon Title to the Assets), 2.17 Section 3.7 (Diamond TransactionTaxes), Section 3.12 (Brokerage Arrangements), and 2.16 Section 3.13 (Wimbledon Entities) (Books and Records), provided, that the “Seller Specified Representations”)) will not exceed 15% Sellers’ aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of the Final Purchase Price (the “Cap”); (c) representations and warranties contained in such sections described in clauses (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 and for breaches of covenants (including indemnity obligations related to Section 8.01(c) (other than with respect to a breach of Section 3.02 (Authorization) (the “Acquiror Specified Representations”5.4)) will , shall not exceed the CapConsideration; (d) no party will have any liability under Section 8.01(c) or 8.02(c) for any Loss arising out and provided, further, however, that the payment and indemnification obligations of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (d)), unless such Loss exceeds $25,000, and any Losses that are disregarded Sellers 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will Article VI shall not be subject to any of the limitations contemplated limitation in this Section 8.07 or 8.6(a) and shall be included in any calculation excluded from the determination of whether any cap the maximum indemnification amount specified in the immediately preceding proviso has been reached or similar metric was met. This Section 8.07 will not apply to indemnification for Taxes, which shall be governed exclusively by Article IXexceeded. (b) For purposes of Sections 8.01(c) and 8.02(c)determining the amount of Damages, with respect to any qualification in asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any such representation or warranty qualifier as to materiality “material,” “materiality” or Snacks Business MAE will be taken into account Seller Material Adverse Effect expressly contained in Article III (except in the case of the term “Material Contract”); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether such a breach of any representation or warranty has been breachedoccurred. (c) Additionally, but in none of the event that such representation Sellers, on the one hand, or warranty has been determined to have been breachedany of the Purchasers, such qualification on the other hand, will be liable as to materiality an indemnitor under this Agreement for any consequential, incidental, special, indirect or Snacks Business MAE will thereafter be disregarded for purposes of determining exemplary damages suffered or incurred by the amount of Losses arising from such breach and Acquiror indemnified party or Seller, as the case may be, may recover the entire amount of such Losses subject only parties except to the Deductible and the Capextent resulting pursuant to third party indemnity claims.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement No Indemnified Party will be entitled to the contrary, (a) Seller will not have any liability recover for Losses under Section 8.02(c) (9.2(a), other than with respect to the Certain 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 breach of any of the Seller Specified Representations“Minor Claim”) and which Minor Claims that are substantially related may be aggregated, or (ii) unless the and until Losses (excluding Minor Claims) aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds to an amount in excess of $25,000,000 325,000 (the “DeductibleBasket”) 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 in which case, the Indemnifying Party will be liable for the amount of all Losses sought by the Indemnified Party from the first dollar (Authority)i.e., 2.11 (Brokers), 2.12 (Title), 2.13(a)-(c) (Wimbledon Assets), 2.17 (Diamond Transaction), including and 2.16 (Wimbledon Entities) (the “Seller Specified Representations”)) will not exceed 15% in excess of the Final Purchase Price (the “Cap”Basket); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) and 8.02(cWith respect to any Losses suffered or incurred by a Purchaser’s Indemnified Party under Section 9.2(a), 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 Purchaser’s Indemnified Party shall: (i) first recover such representation or warranty Losses from the Holdback Amount until the Holdback Amount has been breacheddepleted or released to Seller pursuant to Section 9.1(b) before pursuing any other remedy hereunder; (ii) next, but 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 event 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 representation or warranty has been determined to have been breached, such qualification as to materiality or Snacks Business MAE will thereafter be disregarded qualifications were not contained therein for the purposes of determining the amount of Losses arising 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 indemnify any Indemnified Party with respect to any Losses 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 this Agreement for the same Losses so as to result in a duplicative recovery. (f) Amounts in respect of any Losses payable by any Indemnifying Party pursuant to the 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) any insurance proceeds (net of direct collection expenses) actually recovered by the Indemnified Party (such breach amounts and Acquiror or Seller, benefits are collectively referred to herein as “Indemnity Reduction Amounts”). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of a claim for which indemnification is provided under this Agreement after the case may be, may recover the entire full amount of such Losses subject only 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 Deductible and Indemnifying Party an amount equal to the Capexcess (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 indemnity payment was made.

Limitations on Indemnification. The obligations of indemnification under Sections 8.2 and 8.3 shall be subject to the following limitations: (a) Notwithstanding anything Subject to Sections 8.4(b), (c) and (d), no Losses may be paid pursuant to Sections 8.2 or 8.3 unless and until the aggregate of all claims for Losses indemnifiable under the Section (i.e., either Section 8.2 or Section 8.3) pursuant to which such claims are made exceed $200,000 (the “Loss Threshold”) after which the Buyer Indemnitees in this Agreement the case of Section 8.2, or the Seller Indemnitees in the case of Section 8.3, shall be entitled to recover all indemnifiable Losses (including those incurred prior to meeting the Loss Threshold), back to the contraryfirst dollar of Losses. (b) The maximum aggregate liability of Sellers, on the one hand, and Buyer, on the other, for indemnification under Sections 8.2 or 8.3, respectively, shall not exceed $6,000,000. (ac) Seller will not Notwithstanding Section 8.4(a), but subject to Section 8.4(d) and the last sentence of this Section 8.4(c), no Indemnitor shall have any liability under Section 8.02(c8.2 or Section 8.3, as applicable, and no claim by the Buyer Indemnitees or the Seller Indemnitees, as applicable, shall be so asserted for any such breach, inaccuracy or default where the Loss relating to such claim (or series of claims arising from the same or substantially similar facts or circumstances) is less than $10,000. Notwithstanding the above, claims based on breaches or default of or under covenants or agreements which contemplate performance after the Closing Date shall not be subject to the $10,000 threshold specified in this Section 8.4(c). (other than d) Notwithstanding the limitations set forth in Sections 8.4(a), (b), and (c), a Buyer Indemnitee shall be entitled to recover all Losses resulting from, arising out of, or incurred by such Buyer Indemnitee in connection with respect or otherwise with respect, to a breach of any of the Seller Specified Representationsitems set forth on Schedule 8.4(d)(i) 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 Section 8.01(c) (other than no Buyer Indemnitee shall be entitled to recover any Losses resulting from, arising out of, or incurred by such Buyer Indemnitee in connection with or otherwise 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 individual claim (or any series of claims arising out of substantially the same eventsto, 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 indemnifiable Loss to the extent 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 IXitems set forth on Schedule 8.4(d)(ii). (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) The Indemnified Persons may not recover Losses from the Indemnification Escrow Fund or the Indemnitors in respect of any claim for indemnification pursuant to Section 7.3(a)(i) unless and until Losses have been incurred, paid or properly accrued in an aggregate amount greater than $500,000 (the “Deductible”); provided, that the Indemnified Persons will be entitled to recover all, and the Deductible will not apply to any, Losses with respect to any failure of any Fundamental Representation to be accurate. Once the Deductible has been exceeded, the Indemnified Persons will be entitled to recover only those Losses in respect of all claims for indemnification pursuant to Section 7.3(a)(i) (as a result of a breach or inaccuracy of any representation or warranty of the Company other than the Fundamental Representations) that, in the aggregate, exceed the Deductible. (b) Except in the case of Fraud, recovery by Indemnified Persons of their Losses in aggregate will be subject to the following limitations: (i) With respect to Losses claimed pursuant to Section 7.3(a)(i) as a result of any breach or inaccuracy of any representation or warranty of the Company, other than the Fundamental Representations, an Indemnified Person may recover its Losses only from the then-remaining amount available in the Indemnification Escrow Fund. (ii) With respect to Losses claimed pursuant to Section 7.3(a)(i) as a result of any breach or inaccuracy of any Fundamental Representation or pursuant to Section 7.3(a)(ii), Section 7.3(a)(iii), Section 7.3(a)(iv), Section 7.3(a)(v), Section 7.3(a)(vi), Section 7.3(a)(vii), or Section 7.3(a)(ix), an Indemnified Person may recover its Losses as follows: (A) first, from the then-remaining amount available in the Indemnification Escrow Fund, and (B) second, to the extent such Losses exceed the then-remaining amount available in the Indemnification Escrow Fund in all unresolved or unsatisfied Liability Claims, directly from each Indemnitor according to his, her or its Direct Indemnification Percentage of such Losses, up to an amount that equals the aggregate consideration received by such Indemnitor hereunder (the “Liability Cap”). (iii) With respect to Losses claimed pursuant to Section 7.3(a)(viii), an Indemnified Person may recover such Losses at its sole discretion (i) from the Indemnification Escrow Fund, or (ii) directly from each Indemnitor according to his, her or its Direct Indemnification Percentage of such Losses up to such Indemnitor’s Liability Cap, except that the Indemnified Person may recover without regard to such Liability Cap (and without any other limitations) from any Indemnitor who is the subject of the claim as the Person that committed the Fraud. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall prevent any of the Indemnified Persons from bringing an Action for Fraud, and pursuing all available remedies, against an Indemnitor (or any other Person) who committed Fraud. (iv) Notwithstanding anything in this Agreement to the contrary, (aA) Seller will not have there shall be no indemnification provided for, and the Company makes no representations or warranties regarding, (x) the amount, value or condition of, or any liability under Section 8.02(climitations on, or the ability of Parent or any of its Affiliates (including the Surviving Entity, the Second Surviving Entity and the Third Surviving Entity) to utilize any Tax Attributes of the Company, in each case, in a Tax period (other than or portion thereof) beginning after the Closing Date, (y) Taxes of the Company for any taxable period (or portion thereof) beginning after the Closing Date, except with respect to the Taxes addressed in Section 2.10(g) and (z) Taxes of the Company that are incurred as a result of any transaction undertaken or caused to be undertaken by any Parent Party outside the ordinary course of business on the Closing Date but after the Closing unless explicitly contemplated by this Agreement or any Related Agreement, or with the written consent of the Representative (which consent shall not be unreasonably withheld, conditioned or delayed), and (B) for the avoidance of doubt, Parent will not, except as result of a breach of Section 3.7, be responsible for any Losses of any holder of Company Capital Stock stemming from the failure of the Seller Specified RepresentationsTransactions to qualify for the Intended Tax Treatment. (c) unless the aggregate liability for Any Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) and then only pursuant to this Article 7 will be determined without duplication of recovery due to the extent of facts giving rise to such excess; (b) Seller’s aggregate liability under Section 8.02(c) (other than with respect to Losses constituting a breach of Sections 2.01 (Organizationmore than one representation, warranty, covenant or agreement, or being indemnifiable pursuant to more than one clause of Section 7.3(a); provided, 2.02 (Authority)however, 2.11 (Brokers)that if a Liability Claim may be characterized in more than one way under this Article 7 and as a result, 2.12 (Title)such Liability Claim may be subject to different limitations pursuant to this Section 7.4 depending on such characterization, 2.13(a)-(c) (Wimbledon Assets), 2.17 (Diamond Transaction)then an Indemnified Person will have the right to characterize the Liability Claim in a manner, and 2.16 under such provisions of this Article 7, that maximizes such Indemnified Person’s recovery. (Wimbledon Entitiesd) Except as otherwise required by Law, the Parties will treat any indemnification payments made hereunder as an adjustment to the Merger Consideration for applicable accounting and Tax purposes. (e) No Indemnitor will have any right of contribution or right of indemnity against Parent, the “Seller Specified Representations”)Surviving Entity, the Second Surviving Entity or the Third Surviving Entity in connection with any indemnification obligation or any other liability to which such Indemnitor may become subject pursuant to or in connection with this Agreement. (f) No Indemnified Person’s rights pursuant to this Article 7 will be adversely affected, or deemed to be amended, adjusted or supplemented in any way, by any investigation conducted, or any knowledge acquired or capable of being acquired, by an Indemnified Person at any time, whether before or after the execution or delivery of this Agreement or the Closing. (g) The right of Parent or any other Indemnified Persons to pursue Action for any remedies or relief under any Related Agreement against the counterparties thereto will not exceed 15% be limited by the rights of the Final Purchase Price Indemnified Persons under this Article 7. (the “Cap”); (ch) The Indemnified Persons shall use commercially reasonable efforts to mitigate or otherwise reduce its Losses. (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach The amount of any of the Acquiror Specified Representations) unless the aggregate liability indemnification obligation to any Indemnified Person for Losses suffered an indemnifiable matter pursuant to this Article 7 shall be reduced by the Seller Indemnitees thereunder exceeds amount of any proceeds under an insurance policy, net of any costs of collection, deductibles, increased premium amounts, reimbursement obligation or other costs related to the Deductibleinsurance claim in respect of such indemnifiable matter (“Net Insurance Proceeds”), actually received by such Indemnified Person for the same facts that give rise to such indemnifiable matter; provided, however, that nothing in this Article 7 shall constitute or imply an obligation of any Indemnified Person to seek recovery of Losses, or any part thereof, under any insurance policy. If an Indemnified Person actually receives any payments from the Indemnitors for an indemnifiable matter pursuant to this Article 7 and thereafter, such Indemnified Person receives Net Insurance Proceeds for the same facts that give rise to such indemnifiable matter, such Indemnified Person shall promptly notify the Representative thereof, and then only promptly, but in any event no later than ten Business Days after the actual receipt of such proceeds, pay to the extent Escrow Agent an amount equal to the lesser of (i) such excess, Net Insurance Proceeds and (ii) Acquiror’s aggregate liability under Section 8.01(c) (other than with respect to a breach the amount of Section 3.02 (Authorization) (payments previously received by such Indemnified Person from 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) Indemnitors for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (d)), unless such Loss exceeds $25,000, and any Losses that are disregarded indemnifiable matter pursuant to this clause Article 7, which amount shall be paid to the Indemnitors by the Escrow Agent as follows: (dA) will not be aggregated for purposes in respect of the preceding clauses Indemnitors that are holders of Company Capital Stock, in the form of cash by wire transfer of immediately available funds to an account designated by such Indemnitors in writing, and (aB) in respect of the Indemnitors that are holders of In-the-Money Options, cash through Parent’s (c); (eor its applicable Affiliate’s) neither Seller nor Acquiror will have any liability under Section 8.02(c) or Section 8.01(c), for any otherwise indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be payroll processing system subject to employment and 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 IXother applicable Tax withholding. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Notwithstanding anything to the contrary set forth in this Agreement to Agreement, the contrary, (a) Seller will Indemnifying Party shall not have any liability obligation to provide indemnification under Section 8.02(c9.1(a), Section 9.1(e) (other than with respect or Section 9.2(a) for any Losses except to a breach of any of the Seller Specified Representations) unless extent that the aggregate liability for amount of all such Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 300,000 (the “DeductibleAggregate Basket”), in which case the Sellers shall be liable under Sections 9.1(a) and then 9.1(e) and Buyer shall be liable under Section 9.2(a) only for such Losses which exceed the Aggregate Basket; provided that the foregoing shall not apply to (i) the representations and warranties set forth in Sections 3.1(a) (Organization and Related Matters), 3.1(b) (Authorization), 3.1(d) (Title to Shares), 3.1(f) (No Brokers or Finders), 3.2(a) (Organization and Related Matters), 3.2(b) (Authorization), 3.2(d) (Shares), 3.2(f)(Taxes), 3.2(o)(Employee Benefits) (but only to the extent of that such excess; Losses relate directly to the Plans (bexpressly excluding any Plans sponsored and maintained by AdvanceMed)) Seller’s aggregate liability under Section 8.02(cand 3.2(u) (other than with respect to a breach of Sections 2.01 (OrganizationNo Brokers and Finders), 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 Section 8.01(c) (other than claims based on actual fraud, with respect to a breach of Section 3.02 (Authorization) (which, in each case, all Losses in connection therewith shall be recoverable from 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 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, first dollar and any Losses that are disregarded pursuant to this clause (d) will shall not be aggregated for purposes of counted in determining whether 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 indemnifiable Loss to the extent 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 IXAggregate Basket has been exceeded. (b) For purposes Notwithstanding anything to the contrary set forth in this Agreement, the maximum obligation of the Indemnifying Party to provide indemnification under Section 9.1(a), Section 9.1(e) or Section 9.2(a) shall be limited to an aggregate dollar amount equal to $6,200,000 (the “Aggregate Cap”); provided, however that any Losses arising out of (i) Sections 8.01(c3.1(a) (Organization and Related Matters), 3.1(b) (Authorization), 3.1(d) (Title to Shares), 3.1(f) (No Brokers or Finders), 3.2(b) (Authorization), 3.2(d) (Shares), 3.2(f)(Taxes), 3.2(o)(Employee Benefits), and 3.2(u) (No Brokers and Finders) shall not be subject to the Aggregate Cap, but rather shall be limited to an aggregate dollar amount equal to the Purchase Price; (ii) Section 3.2(r) (Government Contracts), which shall not be subject to the Aggregate Cap, but instead shall, together with all Losses for which indemnification is provided pursuant to Sections 9.1(a) and 8.02(c9.1(e), be limited to an aggregate dollar amount equal to $8,000,000; or (iii) claims based on actual fraud for which indemnification obligations hereunder shall be unlimited. (c) Notwithstanding anything to the contrary contained in this Article IX, any qualification amount payable by the Sellers pursuant to Section 9.1(a) in respect of any such representation or warranty as Losses shall be decreased 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 extent 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject would equitably be considered to have been paid as a result of the existence of any liability, reserve or other item reflected in the Current Liabilities on the Closing Balance Sheet (it being understood that such Losses shall equitably be considered to have been paid only to the Deductible and extent that they resulted in a reduction in the Capamounts paid by Buyer at the Closing).

Limitations on Indemnification. (a) Notwithstanding anything in the provisions of this Agreement to the contrary, Article X: (ai) Seller will Sellers shall not have any liability indemnification obligations for Losses under Section 8.02(c) (other than with respect to a breach of any of the Seller Specified Representations10.2(a)(i) unless and until the aggregate liability for amount of all such Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 [***] (the “Deductible”) ), except in the case of fraud; provided, however, that from and then only to after such time as the extent total amount 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered incurred by the Seller Indemnitees thereunder Purchaser Indemnified Parties exceeds the Deductible, and then Sellers shall be liable for only to those Losses in excess of the extent of such excess, and Deductible; (ii) Acquiror’s in no event shall the aggregate liability indemnification to be paid by Sellers under Section 8.01(c10.2(a)(i) (other than with respect to a breach exceed [***] as finally determined under Article III, except in the case of Section 3.02 (Authorization) (the “Acquiror Specified Representations”)) will not exceed the Capfraud; (diii) in no party will have any liability event shall the aggregate indemnification to be paid by Sellers under Sections 10.2(a)(ii), 10.2(a)(v), 10.2(a)(vi), 10.2(a)(ix) and 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 8.01(c10.2(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 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will fraud shall 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 IXa cap. (b) For purposes of Sections 8.01(cSubject to Section 7.7(d) and 8.02(c)Section 12.2, 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only except to the Deductible extent that any Seller engaged in fraud, the parties acknowledge and agree that the Capindemnification provisions contained in this Article X shall be the sole and exclusive remedy for Losses based upon, attributable to or resulting from the breach or inaccuracy or failure to comply with any of the representations, warranties, covenants or agreements of the parties in this Agreement under any theory of law or equity.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement Shareholder shall have no Liability for any claim for indemnification pursuant to Section 7.03(a)(1) if the contrary, Loss associated with such claim is less than five thousand dollars (a) Seller will not have any liability under Section 8.02(c$5,000) (other than any such claim being referred to as a “De Minimis Claim”). Shareholder shall have no Liability for indemnification pursuant to Section 7.03(a)(1)(ii) with respect to a breach of any of the Seller Specified Representations) Losses for which indemnification is provided thereunder unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) and then only to the extent amount of such excess; Losses (bincluding all Losses associated with De Minimis Claims) Seller’s aggregate liability under Section 8.02(c) exceeds two hundred fifty thousand dollars (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$250,000) (the “Seller Specified RepresentationsIndemnity Threshold”)) will not exceed 15% , in which case Shareholder shall be liable for all Losses in excess of the Final Purchase Price Indemnity Threshold (the “Cap”excluding all Losses associated with De Minimis Claims); (c) provided that in no event shall the aggregate indemnification to be paid by Shareholder (i) Acquiror will not have any liability under pursuant to Section 8.01(c7.03(a)(1)(ii) exceed five million dollars (other than with respect to a breach of any of the Acquiror Specified Representations$5,000,000) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and or (ii) Acquiror’s aggregate liability under 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 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 Section 7.03(a)(1)(i) exceed twenty-five million dollars (d) will not be aggregated for purposes of the preceding clauses (a) through (c$25,000,000); (e) neither Seller nor Acquiror will have any liability under Section 8.02(c) or Section 8.01(c), for any otherwise indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(cPurchaser shall have no Liability for any claim for indemnification pursuant to Section 7.02(a)(1) and 8.02(c), if the Loss is associated with any qualification in any such representation or warranty as De Minimis Claim. Purchaser shall have no Liability for indemnification pursuant to materiality or Snacks Business MAE will be taken into account Section 7.02(a)(1)(ii) with respect to Losses for purposes of determining whether such representation or warranty has been breached, but in which indemnification is provided thereunder unless 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 Acquiror or Seller, as the case may be, may recover the entire aggregate amount of such Losses subject only (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 in respect of fraudulent breaches of representations and warranties or willful concealment of any matter which breaches a representation or warranty. (d) No indemnified party shall be entitled to recover from an indemnifying party more than once in respect of the Deductible and the Capsame Losses.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrarycontrary herein, the Company shall not be required to indemnify Purchaser or Parent and Purchaser and Parent shall not be obligated to indemnify Company unless and until the aggregate Losses of the Indemnitee exceeds One-Hundred-Fifty Thousand Dollars (a) Seller will not have any liability under Section 8.02(c$150,000) (other than with respect to a breach the "Threshold"), and if such Losses are exceeded, only the amount of any of Losses above 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 Threshold, subject to the extent of such excess; (b) Seller’s aggregate liability under Section 8.02(cother limitations provided herein Agreement provided, however, that Losses arising from the items covered in Sections 1.02(a) (other than with respect to a breach of Sections 2.01 (OrganizationAssumed Liabilities), 2.02 1.02(b) (AuthorityRetained Liabilities), 2.11 2.04 (Brokers), 2.12 3.17 (TitleBrokers), 2.13(a)-(c) 4.08 (Wimbledon Assets), 2.17 (Diamond TransactionExpenses; Proration), and 2.16 4.10 (Wimbledon EntitiesTransfer Taxes and Recording Fees) (collectively, the “Seller Specified Representations”)"Exceptional Items") will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will shall 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 IX7.04(a). (b) For purposes The total indemnification obligations of Company in this Agreement shall not exceed, in the collective aggregate for Company, One Million Dollars ($1,000,000.00) (the "Cap"); provided, however, that (i) the Cap shall not apply to items covered in Sections 8.01(c1.02(b) (Retained Liabilities), 3.08 (Title to Properties), 3.17 (Brokers), 4.08 (Expenses; Proration), and 4.10 (Transfer Taxes and Recording Fees), (the "Company Uncapped Items") and 8.02(c(ii) actual fraud committed by Company, shall not be subject to the Cap and such Damages shall not count towards satisfaction of the Cap. (c) The total indemnification obligations of Purchaser and Parent in this Agreement shall not exceed, in the collective aggregate for Purchaser and Parent, the Cap; provided, however, that (i) the Cap shall not apply to the items covered in Sections 1.02(a) (Assumed Liabilities), 2.04 (Brokers), 4.08 (Expenses; Proration), and 4.10 (Transfer Taxes and Recording Fees) (the "Purchaser Uncapped Items") and (ii) a knowing or intentional misrepresentation by Purchaser or Parent, or actual fraud committed by Purchaser or Parent, shall not be subject to the Cap and such Damages shall not count towards satisfaction of the Cap. (d) The parties hereto shall have no liability to the other parties hereto (for indemnification or otherwise) for the breach of any qualification in any such representation or warranty as to materiality the extent that such other party had actual knowledge at or Snacks Business MAE will be taken into account for purposes prior to the time of determining whether such representation or warranty has been breached, but in the event Closing that such representation or warranty has been determined was not true at the time of Closing; provided, however, that Purchaser and Parent shall only be deemed to have been breachedactual knowledge in event that Seller can establish with clear and convincing evidence of actual knowledge by any of Anu Acharya, such qualification as Subash Lingareddy or Sujata Pammi based upon written d▇▇▇▇▇▇▇▇▇▇▇n. (▇) Exc▇▇▇ ▇▇▇ ▇▇▇▇ons grounded in fraud, the parties hereto acknowledge and agree, the indemnification provisions in this Article VII shall be the exclusive remedy of the Parties with respect to materiality breaches of the representations and warranties set forth in this Agreement. As used in this section, fraud shall not include any claims grounded in an allegation that a representation or Snacks Business MAE will thereafter warranty in this Agreement was false, inaccurate or incomplete. In order to prove fraud, it shall be disregarded for purposes the burden of determining the amount of Losses arising from such breach party alleging fraud to establish that the acts alleged were committed intentionally and Acquiror or Seller, as with the case may be, may recover specific intent to defraud the entire amount of such Losses subject only to the Deductible and the Capother.

Limitations on Indemnification. (a) Notwithstanding anything Except for the specific exceptions contained in this Agreement to Section 7.3(a), the contrary, (a) Seller Parent Indemnified Parties will not have any liability be entitled to seek indemnification under Section 8.02(c7.1(i) (other than with excepting misrepresentations under Sections 4.1 (Corporate Organization; Authorization), 4.2 (No Violation), 4.3 (Enforceability), 4.4 (Capitalization), 4.5 (Subsidiaries; Affiliates; Conflicts of Interest), 4.15 (Environmental Matters), 4.17 (Employee Benefit Plans), 4.19 (Tax Matters), 4.25 (Title to Property and Related Matters), or 4.32 (Pooling)), which is referred to as "Parent Basket Losses," unless and until the aggregate of all Parent Basket Losses incurred by the Parent Indemnified Parties exceeds $75,000 (the "Shareholder Basket Amount"). In the event that the aggregate of all Parent Basket Losses exceeds the Shareholder Basket Amount, the Parent Indemnified Parties will only be entitled to seek indemnification in respect to a breach of any Parent Basket Losses in excess of the Seller Specified RepresentationsShareholder Basket Amount, but in no event will the Shareholders obligations for Parent Losses under Section 7.1 (excepting Section 7.1(iii), Section 7.1(iv) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds or a misrepresentation under Sections 4.4 (Capitalization), 4.32 (Pooling), or 4.35 (Securities Law Matters)) be greater than Ten Million Dollars ($25,000,000 (the “Deductible”) and then only 10,000,000.00). The Parent Indemnified Parties will not be entitled to seek indemnification under Section 7.1(vii), except to the extent the aggregate of such excess; (b) Seller’s aggregate liability all Parent Losses under Section 8.02(c7.1(vii) (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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered incurred by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (ii) Acquiror’s aggregate liability under 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 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 Parent Indemnified Parties 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 indemnifiable Loss to the extent 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 IX195,000.00. (b) For purposes The Shareholder Indemnification Parties will not be entitled to seek indemnification under Section 7.2(a) for Shareholder Losses unless and until the aggregate amount of Sections 8.01(c) and 8.02(call Shareholder Losses incurred by the Shareholder Indemnification Parties exceeds $75,000 (the "Parent Basket Amount"). In the event that the aggregate of all Shareholder Losses exceeds the Parent Basket Amount, any qualification the Shareholder Indemnification Parties will only be entitled to seek indemnification in any such representation or warranty as to materiality or Snacks Business MAE will be taken into account for purposes respect of determining whether such representation or warranty has been breachedShareholder Losses in excess of the Parent Basket Amount, but in no event will Parent's obligation for Shareholder Losses under Section 7.2 (a) or (b) be greater than Ten Million Dollars ($10,000,000.00). (c) The obligation of the event that such representation or warranty has been determined Shareholders under Section 7.1 to have been breachedindemnify, such qualification as to materiality or Snacks Business MAE will thereafter be disregarded for purposes defend and hold harmless Parent Indemnified Parties from, against and in respect of determining the amount of Parent Losses arising from such out of or relating to Section 7.1 (v), (vi), or (vii) or arising out of or relating to any fraud, fraud in the inducement, breach and Acquiror or Sellerinaccuracy of any representation, as warranty, covenant, undertaking, or agreement made by or with respect to the case may beCompany shall be several in accordance with stock ownership (i.e., may recover each of the entire amount five Shareholders shall be liable for twenty percent (20%) of such Damages). Each Shareholder shall indemnify, defend and hold harmless Parent Indemnified Parties from, against and in respect of one hundred percent (100%) of all Parent Losses subject only arising out of or relating to any fraud, fraud in the Deductible and the Capinducement, breach or inaccuracy of any representation, warranty, covenant, undertaking, or agreement made by or with respect to such Shareholder or any dissenter's rights claimed by such Shareholder, but in no event will any single Shareholder's obligations for such Parent Losses described in this last sentence of Section 7.3(c) be greater than Four Million Dollars ($4,000,000.00).

Limitations on Indemnification. (a) The Sellers shall have no Liability to indemnify the Purchaser for Losses under Section 9.2(a)(i) until the total of all such Losses that are incurred by the Purchaser exceeds $5,000,000, and then only for the amount by which such Losses exceed $5,000,000. The Sellers' maximum Liability for such Losses with respect to all claims for indemnification under this Article IX shall be limited to and shall not exceed (in the aggregate) the sum of (i) €37,320,000 (which Euro amount shall constitute 77.75% of the Cap) plus (ii) $12,722,016 (which United States Dollar amount shall constitute 22.25% of the Cap) (the ‘‘Cap’’); provided, that (x) the Fingen Sellers' maximum Liability for such claims shall be limited to and shall not exceed the Fingen Seller's Pro Rata Share of the Cap, in the aggregate and (y) CKI's maximum Liability for such Losses with respect to such claims shall be limited to and shall not exceed CKI's Pro Rata Share of the Cap. Notwithstanding any provision in this Section 9.7(a) to the contrary, at the Sellers' option, the Sellers shall have no Liability to indemnify the Purchaser for Losses under Section 9.2(a) in respect of any individual claim for which the Loss relating thereto is less than $50,000; provided, further, that the Sellers' may exercise such option with respect to no more than ten individual claims. (b) To the extent that any Losses arise out of, or result from a breach by both the Fingen Sellers and CKI of one or more representations, warranties, agreements, covenants or obligations, the Fingen Sellers, on the one hand, and CKI, on the other hand, shall severally but not jointly indemnify the Purchaser in an amount equal to the Fingen Sellers Pro Rata Share and the CKI Pro Rata Share, respectively, of such Losses (it being understood that any Losses arising out of, or resulting from, a Designated Representation and Warranty shall be allocated as between the Fingen Sellers and CKI in an amount equal to the Fingen Sellers Pro Rata Share and the CKI Pro Rata Share, respectively). To the extent that any Losses arise out of, or result from, a breach by only (x) one or more Fingen Sellers or (y) CKI, in each case, of one or more representations, warranties, agreements, covenants or obligations, the Fingen Sellers or CKI (as the case may be) shall solely indemnify the Purchaser in an amount equal to such Losses. The indemnification obligation of any Fingen Seller under this Article IX shall be on a joint and several basis as among the Fingen Sellers. (c) The Purchaser shall have no Liability to indemnify the Sellers for Losses under Section 9.2(b)(i) until the total of all such Losses that are incurred by the Sellers exceeds $5,000,000, and then only for the amount by which such Losses exceed $5,000,000. The Purchaser's maximum Liability for such Losses with respect to all claims for indemnification under this Article IX shall be limited to and shall not exceed $57,177,600. Notwithstanding any provision in this Section 9.7(c) to the contrary, at the Purchaser's option, the Purchaser shall have no Liability to indemnify the Sellers for Losses under Section 9.2(c) in respect of any individual claim for which the Loss relating thereto is less than $50,000; provided, further, that the Purchaser may exercise such option with respect to no more than ten individual claims. (d) The limitations contained in Section 9.7(a) or 9.7(c) (as the case may be) shall not apply to Losses which arise out of, or result from: (i) any breach by any Seller of any representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.12, 4.18, 5.1, 5.2, 5.3, and 5.17, (ii) any breach by the Purchaser of any representations and warranties contained in Sections 6.1 and 6.2, (iii) any breach by any Seller or the Purchaser (as the case may be) of any of its agreements, covenants or obligations contained in this Agreement (other than any agreement, covenant or obligation to certify any representations and warranties herein), (iv) any intentional breach of this Agreement or fraudulent or knowing misrepresentations by the parties hereto, (v) the Tax Matters, (vi) any Software Cure Cost, (vii) any Retained Euro Cormar Liability, (viii) any Retained Customs Liability, (ix) any Retained Product Liability, (x) any Retained Euro Retail Liability or (xi) any CKI Transfer Liability and (xii) any Jeanswear Services International Trading Liability (such exceptions to the limitations contained in Section 9.7(a) which are described in this Section 9.7(d), collectively, the ‘‘Designated Matters’’); provided, that the Sellers' maximum Liability for Losses pursuant to Article X shall not exceed the Closing Purchase Price. For the avoidance of doubt, the Sellers' indemnification obligations in respect of any of the Designated Matters described in clauses (v) through (ix) of the immediately preceding sentence, shall be limited to Losses which arise out of, or result from, a pre-Closing act or pre-Closing omission. (e) All Losses payable to any Purchaser Indemnified Party pursuant to this Article IX shall be paid first from the funds held in the Escrow Account; provided, that, following the Initial Release Date, the Designated Escrow Amount shall not be applied towards Losses other than Losses relating to the Designated Matters; provided, further, that, the right of any Purchaser Indemnified Party to recover for Losses shall not be limited to the funds (if any) remaining in the Escrow Account. (f) Notwithstanding anything in this Agreement Article IX to the contrary, (a) Seller will not the Sellers shall have any liability under Section 8.02(c) (other than with respect no Liability to a breach of any of indemnify the Seller Specified Representations) unless the aggregate liability Purchasers for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) and then only pursuant to Article IX to the extent of that 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 Section 8.01(c) (other than with respect to a breach of Section 3.02 (Authorization) (the “Acquiror Specified Representations”)) will do 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 amount of any individual claim applicable reserves established on the Final Adjustment Statement. (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 g) All indemnification payments paid pursuant to this clause Agreement shall be made directly to the Purchaser (d) will not be aggregated for purposes in the case of indemnification obligations of the preceding clauses (aSellers) through (c); (e) neither Seller nor Acquiror will have any liability under Section 8.02(c) or Section 8.01(c), for any otherwise indemnifiable Loss and shall be treated as adjustments to the extent 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 Purchase Price for Taxes, which shall be governed exclusively by Article IXall Tax purposes. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (ai) No Seller shall have any liability under Sections 9.1(a)(i)(A) or 9.1(a)(ii)(A), (x) in respect of any De Minimis Claim and (y) unless the aggregate amount of Losses incurred by the Purchaser Indemnified Parties arising from claims against such Seller under Sections 9.1(a)(i)(A) and 9.1(a)(ii)(A) that are not De Minimis Claims exceeds such Seller’s Pro Rata Portion of the Deductible and, if the aggregate amount of such Losses exceeds such Seller’s Pro Rata Portion of the Deductible, such Seller shall be required to pay solely the amount of such excess over such Seller’s Pro Rata Portion of the Deductible. In addition, the maximum aggregate amount each Seller shall be required to pay under Sections 9.1(a)(i)(A) and 9.1(a)(ii)(A) is such Seller’s Pro Rata Portion of the Cap. Notwithstanding the foregoing, this Section 9.1(d)(i) shall not limit indemnification for Losses arising from a breach of any of the Sellers Fundamental Representations or pursuant to Sections 9.1(a)(i)(B), (C), (D) or (E) or 9.1(a)(ii)(B), (C), (D) or (E); provided, however, that (xx) no Seller shall have any liability under Section 9.1(a)(i)(E) unless the aggregate amount of Losses incurred by the Purchaser Indemnified Parties arising from claims against such Seller under Section 9.1(a)(i)(E) exceeds $2,500,000 and, if the aggregate amount of such Losses exceeds $2,500,000, such Seller shall be required to pay solely the amount of such excess over $2,500,000, and (yy) the maximum aggregate amount any Seller shall be required to pay under Section 9.1(a)(i)(E) is $10,000,000. (ii) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, (ax) in no event shall the obligations of any Seller will under this ARTICLE IX and Section 6.4 exceed an amount equal to such Seller’s Pro Rata Portion of the Purchase Price and (y) in no event shall this ARTICLE IX cover, nor shall any Seller be otherwise liable for, any breach of any representation or warranty contained in Section 3.19 resulting from a Material Adverse Effect caused by the removal, of which Purchaser has Knowledge as of the Closing, of the Company or any of its Subsidiaries as servicer under any Servicing Agreements which are in place as of the date hereof. (iii) Purchaser shall not have any liability under Section 8.02(c9.1(b)(i) (other than with i) in respect of De Minimis Claims and (ii) unless the aggregate amount of Losses incurred by the Seller Indemnified Parties arising from claims under Section 9.1(b)(i) that are not De Minimis Claims exceeds the Deductible, and, if the aggregate amount of such Losses exceeds the Deductible, Purchaser shall be required to pay solely the amount of such excess over the Deductible. In addition, the maximum aggregate amount that Purchaser shall be required to pay under Section 9.1(b)(i) shall not exceed the Cap. Notwithstanding the foregoing, the limitations set forth in this Section 9.1(d)(iii) shall not limit indemnification for Losses incurred by the Seller Indemnified Parties arising from a breach of any of the Seller Specified RepresentationsPurchaser Fundamental Representations or pursuant to Section 9.1(b)(ii), 9.1(b)(iii) unless or 9.1(b)(iv). (iv) Notwithstanding anything to the aggregate liability contrary in this Agreement, in no event shall the limitations set forth in Section 9.1(d)(i), (ii) or (iii) apply to any claims of, or causes of action arising out of, actual fraud (as finally adjudicated by a Chosen Court). (v) In calculating amounts payable to any indemnified party for a claim for indemnification hereunder, (x) the amount of any Losses suffered shall be determined without duplication of any other Loss for which an indemnification claim has been made under any other representation, warranty, covenant, or agreement, and shall be computed net of (i) payments actually recovered by such indemnified party or any of its Affiliates under any insurance policy with respect to such Losses (net of reasonable out-of-pocket expenses incurred in obtaining such payments), (ii) any prior or subsequent actual recovery by such indemnified party or any of its Affiliates from any Person with respect to such Losses (net of reasonable out-of-pocket expenses incurred in obtaining such recovery), and (iii) any net Tax benefit accruing to such Purchaser Indemnified Party, the Company, Purchaser or any of their respective Affiliates on account of such Losses, and no party or any of its Representatives shall have any right to view or obtain any Tax Return of such Purchaser Indemnified Party (it being agreed that such net Tax benefit shall be determined by the Acquiror Indemnitees thereunder exceeds $25,000,000 Accounting Firm and the parties shall equally share the expense of such determination); and (y) the “Deductible”amount of any Losses which are incurred by any Purchaser Indemnified Party in respect of any Subsidiary or Non-Controlled JV Entity of the Company shall be calculated taking into account in an appropriate manner the proportionate economic interest held by the Company (directly or indirectly) in such Subsidiary or Non-Controlled JV Entity. If an indemnified party recovers under any insurance policy or against another Person with respect to any Losses for which an indemnifying party has actually made an indemnification payment pursuant to this ARTICLE IX, such indemnified party shall promptly pay over to the indemnifying party the amount so recovered, but not in excess of the sum of (A) any amount previously paid by the indemnifying party to or on behalf of the indemnified party in respect of such claim and then only (B) any amount expended by the indemnifying party in investigating, pursuing or defending any claim arising out of, involving or otherwise in respect of such matter. If an indemnified party has any rights under any insurance policy or against another Person with respect to any Losses for which an indemnifying party has actually made an indemnification payment pursuant to this ARTICLE IX, the indemnifying party shall be subrogated to such rights to the extent of such excesspayment; provided that, until the indemnified party recovers the full payment of the Loss related to such claim, any and all claims of the indemnifying party against any such insurance company or other Person on account of said indemnity payment is hereby expressly made subordinate in right of payment to the indemnified party’s rights against such insurance company or other Person. Without limiting the generality or effect of the foregoing, each indemnified party and indemnifying party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation rights detailed herein, and otherwise cooperate in the prosecution of such claims. (vi) The representations and warranties of the parties under this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until the 12-month anniversary of the Closing Date, other than the Sellers Fundamental Representations, the Purchaser Fundamental Representations and the representations and warranties of the Company set forth in Section 3.17 (Tax Matters), which shall continue in full force and effect until the expiration of the applicable statute of limitations (the date on which a representation or warranty contained herein so expires, the “Expiration Date” of such representation or warranty). (vii) As used in this Agreement, a “Claims Period” shall be the period after the Closing Date during which any claim for indemnification may be asserted under this Agreement by an indemnified party. The Claims Periods under this Agreement shall commence on the Closing Date and shall terminate (a) with respect to Losses arising with respect to any breach or inaccuracy of any representation or warranty, on the Expiration Date of such representation or warranty, (b) Seller’s aggregate liability under Section 8.02(c) (other than with respect to a breach of indemnification claims pursuant to Sections 2.01 9.1(a)(ii)(C) or (OrganizationD), 2.02 (Authority), 2.11 (Brokers), 2.12 (Title), 2.13(a)-(c) (Wimbledon Assets), 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entities) (on the “Seller Specified Representations”)) will not exceed 15% 12-month anniversary of the Final Purchase Price (the “Cap”); Closing Date, (c) with respect to indemnification claims pursuant to Section 9.1(a)(ii)(E), until the expiration of the applicable statute of limitations, (d) with respect to indemnification claims pursuant to Sections 9.1(a)(i)(C), (D) or (E) or Section 9.1(b)(iii), 12 months after the date the indemnified party obtains knowledge that it is entitled to make such claim and (e) with respect to any breach or nonperformance of any covenant or agreement in this Agreement, (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach in the case of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only covenant required to be performed at or prior to the extent of such excessClosing, 12 months after the Closing Date and (ii) Acquiror’s aggregate liability in the case of any other covenant, 12 months after the date the indemnified party obtains knowledge of such breach or nonperformance. Notwithstanding the foregoing, if an indemnifying party shall have been properly notified of a claim for indemnity hereunder prior to the close of business on the last day of the applicable Claims Period, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms of this Agreement. The parties hereto hereby waive and agree not to assert any right under Section 8.01(c) (any statute of limitations or other than Law to make an indemnification claim with respect to a breach of Section 3.02 (Authorization) (any representation, warranty, covenant or agreement after the “Acquiror Specified Representations”)) will not exceed the Cap; (d) no party will have any liability under Section 8.01(c) Claims Period for such representation, warranty, covenant or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to any of the limitations contemplated agreement expires in accordance with 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 IX9.1(d)(vii). (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Notwithstanding anything to ------------------------------ the contrary in this Section 11.1: ------- (i) An Indemnifying Party shall have no indemnity obligations under this Section 11.1 with respect to any Claims for breaches of ------- representations or warranties in this Agreement until the aggregate amount of all Claims against such Indemnifying Party exceeds Five Million (5,000,000) SEK, at which time the full amount of all Claims against such Indemnifying Party shall be due without regard to the contrary, such threshold amount; (aii) Seller will not have any liability In no event shall either Party's indemnity obligations under this Section 8.02(c) (other than 11.1 with respect to a breach any Claims for breaches of ------- representations or warranties in this Agreement, except for the representations set forth in Section 4.3, exceed Twenty Million (20,000,000) SEK plus the amount ------- received by Seller pursuant to Sections 2.2(b) and (c) hereof; -------- (iii) In no event shall either Party's indemnity obligations under this Section 11.1 with respect to any Claims for breaches of ------- representations or warranties in this Agreement apply to any Claim first asserted after the applicable survival period set forth for such Claim in Section 11.3; ------- (iv) In no event shall Seller's indemnity obligations under this Section 11.1 with respect to any Claims for breaches of the ------- representations or warranties in Section 4.3 of this Agreement exceed the Total ------- Consideration agreed to be paid to Seller. (v) The Seller's indemnity obligations under this Section ------- 11.1 with respect to any Claims (x) for breaches of the representations and warranties 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.in

Limitations on Indemnification. (a) The Sellers shall have no Liability to indemnify the Purchaser for Losses under Section 9.2(a)(i) until the total of all such Losses that are incurred by the Purchaser exceeds $5,000,000, and then only for the amount by which such Losses exceed $5,000,000. The Sellers' maximum Liability for such Losses with respect to all claims for indemnification under this Article IX shall be limited to and shall not exceed (in the aggregate) the sum of (i) €37,320,000 (which Euro amount shall constitute 77.75% of the Cap) plus (ii) $12,722,016 (which United States Dollar amount shall constitute 22.25% of the Cap) (the "Cap"); provided, that (x) the Fingen Sellers' maximum Liability for such claims shall be limited to and shall not exceed the Fingen Seller's Pro Rata Share of the Cap, in the aggregate and (y) CKI's maximum Liability for such Losses with respect to such claims shall be limited to and shall not exceed CKI's Pro Rata Share of the Cap. Notwithstanding any provision in this Section 9.7(a) to the contrary, at the Sellers' option, the Sellers shall have no Liability to indemnify the Purchaser for Losses under Section 9.2(a) in respect of any individual claim for which the Loss relating thereto is less than $50,000; provided, further, that the Sellers' may exercise such option with respect to no more than ten individual claims. (b) To the extent that any Losses arise out of, or result from a breach by both the Fingen Sellers and CKI of one or more representations, warranties, agreements, covenants or obligations, the Fingen Sellers, on the one hand, and CKI, on the other hand, shall severally but not jointly indemnify the Purchaser in an amount equal to the Fingen Sellers Pro Rata Share and the CKI Pro Rata Share, respectively, of such Losses (it being understood that any Losses arising out of, or resulting from, a Designated Representation and Warranty shall be allocated as between the Fingen Sellers and CKI in an amount equal to the Fingen Sellers Pro Rata Share and the CKI Pro Rata Share, respectively). To the extent that any Losses arise out of, or result from, a breach by only (x) one or more Fingen Sellers or (y) CKI, in each case, of one or more representations, warranties, agreements, covenants or obligations, the Fingen Sellers or CKI (as the case may be) shall solely indemnify the Purchaser in an amount equal to such Losses. The indemnification obligation of any Fingen Seller under this Article IX shall be on a joint and several basis as among the Fingen Sellers. (c) The Purchaser shall have no Liability to indemnify the Sellers for Losses under Section 9.2(b)(i) until the total of all such Losses that are incurred by the Sellers exceeds $5,000,000, and then only for the amount by which such Losses exceed $5,000,000. The Purchaser's maximum Liability for such Losses with respect to all claims for indemnification under this Article IX shall be limited to and shall not exceed $57,177,600. Notwithstanding any provision in this Section 9.7(c) to the contrary, at the Purchaser's option, the Purchaser shall have no Liability to indemnify the Sellers for Losses under Section 9.2(c) in respect of any individual claim for which the Loss relating thereto is less than $50,000; provided, further, that the Purchaser may exercise such option with respect to no more than ten individual claims. (d) The limitations contained in Section 9.7(a) or 9.7(c) (as the case may be) shall not apply to Losses which arise out of, or result from: (i) any breach by any Seller of any representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.12, 4.18, 5.1, 5.2, 5.3, and 5.17, (ii) any breach by the Purchaser of any representations and warranties contained in Sections 6.1 and 6.2, (iii) any breach by any Seller or the Purchaser (as the case may be) of any of its agreements, covenants or obligations contained in this Agreement (other than any agreement, covenant or obligation to certify any representations and warranties herein), (iv) any intentional breach of this Agreement or fraudulent or knowing misrepresentations by the parties hereto, (v) the Tax Matters, (vi) any Software Cure Cost, (vii) any Retained Euro Cormar Liability, (viii) any Retained Customs Liability, (ix) any Retained Product Liability, (x) any Retained Euro Retail Liability or (xi) any CKI Transfer Liability and (xii) any Jeanswear Services International Trading Liability (such exceptions to the limitations contained in Section 9.7(a) which are described in this Section 9.7(d), collectively, the "Designated Matters") ;provided, that the Sellers' maximum Liability for Losses pursuant to Article X shall not exceed the Closing Purchase Price. For the avoidance of doubt, the Sellers' indemnification obligations in respect of any of the Designated Matters described in clauses (v) through (ix) of the immediately preceding sentence, shall be limited to Losses which arise out of, or result from, a pre-Closing act or pre-Closing omission. (e) All Losses payable to any Purchaser Indemnified Party pursuant to this Article IX shall be paid first from the funds held in the Escrow Account; provided, that, following the Initial Release Date, the Designated Escrow Amount shall not be applied towards Losses other than Losses relating to the Designated Matters; provided, further, that, the right of any Purchaser Indemnified Party to recover for Losses shall not be limited to the funds (if any) remaining in the Escrow Account. (f) Notwithstanding anything in this Agreement Article IX to the contrary, (a) Seller will not the Sellers shall have any liability under Section 8.02(c) (other than with respect no Liability to a breach of any of indemnify the Seller Specified Representations) unless the aggregate liability Purchasers for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) and then only pursuant to Article IX to the extent of that 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 Section 8.01(c) (other than with respect to a breach of Section 3.02 (Authorization) (the “Acquiror Specified Representations”)) will do 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 amount of any individual claim applicable reserves established on the Final Adjustment Statement. (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 g) All indemnification payments paid pursuant to this clause Agreement shall be made directly to the Purchaser (d) will not be aggregated for purposes in the case of indemnification obligations of the preceding clauses (aSellers) through (c); (e) neither Seller nor Acquiror will have any liability under Section 8.02(c) or Section 8.01(c), for any otherwise indemnifiable Loss and shall be treated as adjustments to the extent 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 Purchase Price for Taxes, which shall be governed exclusively by Article IXall Tax purposes. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement A Party may assert a claim for indemnification under Section 9.2(a)(ii) or Section 9.2(b)(ii), as the case may be, only to the contraryextent the Indemnitee gives notice of such claim to the Indemnifying Party prior to the expiration of the applicable time period set forth in Section 9.1. Any claims pursuant to Section 9.2(a)(i) or Section 9.2(b)(i) must be asserted within one year following the Closing Date. Any claim for indemnification not made in accordance with Section 9.3 by a Party on or prior to the applicable date set forth in Section 9.1 or this Section 9.4(a), and the other Party’s indemnification obligations with respect thereto, will be irrevocably and unconditionally released and waived. (ab) Notwithstanding any other provision of this Article IX: (i) Seller will not have any liability indemnification obligations for Indemnifiable Losses under Section 8.02(cSections 9.2(a)(i) and 9.2(a)(ii) (other A) for any individual item where the Loss relating thereto is less than with $25,000 and (B) in respect of each individual item where the Loss relating thereto is equal to a breach of any of the Seller Specified Representations) or greater than $25,000, unless the aggregate liability for amount of all such Losses suffered by exceeds 1% of the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) Purchase Price, and then only to the extent of such excess; and (bii) Seller’s in no event will the aggregate liability indemnification to be paid by Seller under Sections 9.2(a)(i) and 9.2(a)(ii) exceed 50% of the Purchase Price. Notwithstanding the foregoing, (x) the limitations set forth in 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”)9.4(b)(i) will not exceed 15% apply to claims asserted by Buyer for breaches of Sections 5.1, 5.2, 5.3(a), 5.8(i), 5.18, and 5.20, and (y) the Final Purchase Price (limitations set forth in Sections 9.4(b)(i) and 9.4(b)(ii) will not apply to claims asserted by Buyer arising from the “Cap”); intentional fraud of Seller. (c) Notwithstanding any other provision of this Article IX: (i) Acquiror Buyer will not have any liability indemnification obligations for Indemnifiable Losses under Section 8.01(cSections 9.2(b)(i) and 9.2(b)(ii) (other A) for any individual item where the Loss relating thereto is less than with $25,000 and (B) in respect of each individual item where the Loss relating thereto is equal to a breach of any of the Acquiror Specified Representations) or greater than $25,000, unless the aggregate liability for amount of all such Losses suffered by exceeds 1% of the Seller Indemnitees thereunder exceeds the DeductiblePurchase Price, and then only to the extent of such excess, ; and (ii) Acquiror’s in no event will the aggregate liability indemnification to be paid by Buyer under Sections 9.2(b)(i) and 9.2(b)(ii) exceed 50% of the Purchase Price. Notwithstanding the foregoing, (x) the limitations set forth in Section 8.01(c9.4(c)(i) will not apply to claims asserted by Seller for breaches of Sections 6.1, 6.2, 6.3(a), 6.5, and 6.6, and (y) the limitations set forth in Sections 9.4(c)(i) and 9.4(c)(ii) will not apply to claims asserted by Seller arising from the intentional fraud of Buyer. MINNESOTA GAS (d) Except as otherwise expressly provided herein, no representation or warranty of either Party contained in this Agreement or in any Ancillary Agreement 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 any Ancillary Agreement, or that is disclosed in this Agreement, any Ancillary Agreement, any Schedule, or Exhibit hereto, or any certificate or other than instrument delivered in accordance with the terms hereof. (e) Notwithstanding anything contained in this Agreement to the contrary, except for the representations and warranties contained in this Agreement or in the Ancillary Agreements, neither Seller nor any other Person is making any other express or implied representation or warranty with respect to a Seller, the Business, 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 Section 3.02 (Authorization) (representation or warranty must be based solely on the “Acquiror Specified Representations”)) will not exceed representations and warranties of Seller set forth in this Agreement or the Cap; (d) no party Ancillary Agreements. In furtherance of the foregoing, except for the representations and warranties contained in this Agreement or the Ancillary Agreements, Buyer acknowledges and agrees that none of Seller, any of its Affiliates or any other Person will have any liability under Section 8.01(c) or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not 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 Business, 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 limitations Purchased Assets, the assumption of the Assumed Obligations, and the transactions contemplated in this Section 8.07 hereby (including any opinion, information, projection, 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 advice that such representation or warranty has been determined to may have been breachedor may be provided to Buyer or Buyer’s Representatives by any of Seller’s Representatives). BUYER HEREBY ACKNOWLEDGES THAT, 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 Acquiror or SellerEXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V AND THE ANCILLARY AGREEMENTS, as the case may beTHE BUSINESS AND THE PURCHASED ASSETS ARE BEING PURCHASED ON AN “AS IS, may recover the entire amount of such Losses subject only to the Deductible and the CapWHERE IS” BASIS, WITH ALL FAULTS.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement To the extent that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.1(a), SPLC and SOPUS, jointly and severally, shall be liable only if (i) the contrary, (a) Seller will not have any liability under Section 8.02(c) (other than Damages with respect to a breach of any of the Seller Specified Representationsindividual claim exceed One Hundred Thousand Dollars ($100,000) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “DeductibleMinimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, One Million Dollars ($1,000,000) (the “Deductible Amount”), and then SPLC and SOPUS, jointly and severally, shall be liable only for Damages to the extent of such excess; (b) Sellerany excess over the Deductible Amount. In no event shall SPLC’s and SOPUS’s aggregate liability to SHLX Indemnified Parties under Section 8.02(c8.1 exceed Thirty-Five Million Dollars ($35,000,000) (other than with respect the “Ceiling Amount”). Notwithstanding the foregoing, (i) SPLC’s and SOPUS’s aggregate liability to a breach SHLX Indemnified Parties under Section 8.1 for breaches or inaccuracies of Sections 2.01 representations and warranties contained in Section 3.20 (Management Projections and Budget) shall not be subject to the Ceiling Amount but shall not exceed One Hundred Seventy Five Million Dollars ($175,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), 2.02 Section 3.2 (AuthorityAuthority and Approval), 2.11 Section 3.4 (BrokersCapitalization; Title to Subject Interests), 2.12 Section 3.9 (TitleTaxes), 2.13(a)-(cSection 3.17 (Brokerage Arrangements) and Section 3.18 (Wimbledon AssetsBooks and Records), 2.17 (Diamond Transaction)provided, that SPLC’s and 2.16 (Wimbledon Entities) (the “Seller Specified Representations”)) will not exceed 15% SOPUS’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of the Final Purchase Price (the “Cap”); (c) representations and warranties contained in such sections described in clauses (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 Section 8.01(c) (other than with respect to a breach and for breaches of Section 3.02 (Authorization) (the “Acquiror Specified Representations”)) will covenants, shall 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 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 indemnifiable Loss to the extent 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 IXConsideration. (b) For purposes of Sections 8.01(c) and 8.02(c)determining the amount of Damages, with respect to any qualification in asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any such representation or warranty qualifier as to materiality “material,” “materiality” or Snacks Business MAE will be taken into account SPLC Material Adverse Effect expressly contained in Article III (except in the case of the term “Material Contract”); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether such a breach of any representation or warranty has been breachedoccurred. (c) Additionally, but in neither SPLC nor SOPUS, on the event that such representation one hand, nor SHLX and Operating, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or warranty has been determined to have been breached, such qualification as to materiality exemplary damages suffered or Snacks Business MAE will thereafter be disregarded for purposes of determining incurred by the amount of Losses arising from such breach and Acquiror indemnified party or Seller, as the case may be, may recover the entire amount of such Losses subject only parties except to the Deductible and the Capextent resulting pursuant to third party indemnity claims.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement To the extent the Partnership Indemnified Parties are entitled to the contrary, (a) Seller will not have any liability under indemnification for Losses pursuant to Section 8.02(c9.3(a) (other than with respect for Losses related to a breach of any of the Seller Specified Representations) representations and warranties in Section 4.6), Anadarko shall not be liable for those Losses unless the aggregate liability amount of Losses exceeds 1% of the sum of (i) the Cash Consideration, plus (ii) the dollar value of the Unit Consideration on the Closing Date, plus (iii) the dollar value of the GP Consideration on the Closing Date (with each general partner unit being deemed for Losses suffered by this purpose to have the Acquiror Indemnitees thereunder exceeds $25,000,000 same value as a common unit) (the sum of (i), (ii) and (iii) being the “Aggregate Consideration”) (the “Deductible”) ), and then only to the extent of any such excess; . (b) Seller’s aggregate liability under In addition, to the extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 8.02(c) (other than with respect to a breach of Sections 2.01 (Organization9.3(a), 2.02 (Authority)Anadarko shall not be liable for such Losses that exceed, 2.11 (Brokers)in the aggregate, 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 1525% of the Final Purchase Price (Aggregate Consideration less the “Cap”); Deductible. (c) Notwithstanding Section 9.8(a) and (ib), 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), 9.3(f), 9.3(g)(i), 9.3(g)(ii) Acquiror will not have any liability under Section 8.01(cor 9.3(h) (other than with or for claims arising from fraud, Anadarko shall be fully liable for such Losses without respect to a breach of any of the Acquiror Specified RepresentationsDeductible 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 be liable for those Losses unless the aggregate liability for amount of Losses suffered by exceeds, in the Seller Indemnitees thereunder exceeds aggregate, the Deductible, and then only to the extent of any such excess. In addition, and (ii) Acquiror’s aggregate liability under to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to 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 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)9.2(a), unless the Partnership shall not be liable for such Loss exceeds $25,000, and any Losses that are disregarded pursuant to this clause (d) will not be aggregated for purposes exceed, in the aggregate, 10% of the preceding clauses (a) through (c); Aggregate Consideration less the Deductible. (e) neither Seller nor Acquiror will have any liability under Notwithstanding Section 8.02(c) or Section 8.01(c9.8(d), for any otherwise indemnifiable Loss to the extent such Losses the Anadarko Indemnified Parties 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 entitled to indemnification for TaxesLosses pursuant to Section 9.2(b) or for claims arising from fraud, which the Partnership shall 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 or Snacks Business MAE will be taken into account fully liable 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only without respect to the Deductible and the Caplimitations in Section 9.8(d).

Limitations on Indemnification. (a) Notwithstanding anything The indemnification provided for in this Agreement each of Section 10.3(a) and Section 10.3(b) is subject to the contrary, following limitations: (ai) Seller will subject to Section 10.5(a)(ii) the Stockholders shall not have be liable to the Buyer Indemnified Parties for any liability under Section 8.02(cLosses (A) (other than with respect to a breach of any of the Seller Specified Representationsmatters described in Section 10.3(a) unless the such Losses exceed an aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds amount equal to $25,000,000 3,600,000 (the “DeductibleDeductible Amount”) 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% for Losses in excess of the Final Purchase Price Deductible Amount and (B) in excess of $55,000,000 (the “Cap”) in the aggregate for the Stockholders with respect to Section 10.3(a) and Section 10.3(b) (except that any Losses resulting from Stockholder Indemnifiable Losses shall not be subject to the Cap, but shall be subject to the limitations set forth in Section 10.5(a)(vii)); (ii) without limiting the generality of the foregoing, any Losses arising out of any particular facts and circumstances shall not be entitled to indemnification under Section 10.3(a) and shall not be indemnifiable or counted toward satisfaction of the Deductible Amount unless they exceed $25,000 in the aggregate; (iii) subject to Section 10.5(a)(ii), Buyer and Surviving Corporation shall not be liable to the Stockholder Indemnified Parties for any Losses (A) with respect to the matters described in Section 10.4(a) unless such Losses exceed an aggregate amount equal to the Deductible Amount and then only for Losses in excess of the Deductible Amount and (B) in excess of the Cap in the aggregate for Buyer with respect to Section 10.4(a) (except that any Losses resulting from Stockholder Indemnifiable Losses shall not be subject to the Cap, but shall be subject to the limitations set forth in Section 10.5(a)(vii)); (iv) neither the Stockholders nor Buyer shall have any obligations under or liabilities from and after the applicable Survival Date; provided that any claim for indemnity made by a Buyer Indemnified Party, in accordance with the terms of this Article X prior to the expiration of the applicable Survival Date will survive beyond the applicable Survival Date until such claim is finally and conclusively resolved; (v) neither a Buyer Indemnified Party, nor the Buyer Indemnified Parties as a group or class, shall be entitled to recover from the Stockholders pursuant to this Article X more than once in respect of the same Losses suffered, and neither a Stockholder Indemnified Party, nor the Stockholder Indemnified Parties as a group or class, shall be entitled to recover from Buyer or Surviving Corporation pursuant to this Article X more than once in respect of the same Losses suffered; (vi) each Buyer Indemnified Party and Stockholder Indemnified Party shall use its reasonable best efforts to mitigate any indemnifiable Loss, and in the event that a Buyer Indemnified Party or Stockholder Indemnified Party fails to so mitigate an indemnifiable Loss, the Stockholders, Buyer or Surviving Corporation (as Indemnified Party) shall have no liability for any portion of such Loss that reasonably could have been avoided had the Buyer Indemnified Party or Stockholder Indemnified Party, as applicable, made such efforts; (vii) Notwithstanding anything to the contrary herein but subject to the provisions of this Section 10.5(a)(vii), with respect to any Losses with respect to which any of the Buyer Indemnified Parties is entitled to indemnification under or pursuant to this Article X, the sole and exclusive remedy and source of recovery shall be the funds in the General Escrow Account except as follows: (A) there shall be a right of indemnification against the Stockholders, which shall not be subject to the Deductible Amount or the Cap, for any Losses resulting from fraud or a breach of any Fundamental Representation for which Buyer is entitled to indemnification pursuant to Section 10.3(c) or 10.3(d); provided, that if at any time any funds remain in the General Escrow Account, the Buyer Indemnified Parties shall first seek recovery from the funds in the General Escrow Account with respect to any such Losses prior to seeking indemnification from any Stockholder; and (cB) for any Losses for which Buyer is entitled to indemnification pursuant to Section 10.3(e), there shall be a right of indemnification against the Stockholders which shall not be subject to the Deductible Amount or the Cap, and the General Escrow Account shall not be available to satisfy such indemnification. To the extent that any Buyer Indemnified Party shall be entitled to indemnification hereunder from the Stockholders for any Losses set forth in clause (ia) Acquiror will not have any liability under of this Section 8.01(c10.5(a)(vii) (other than a breach of a Fundamental Representation made pursuant to Article III) with respect to which a Buyer Indemnified Party has not received in full an indemnification payment hereunder and no funds then remain in either the General Escrow Account or Merger Consideration Escrow Account (or in the case of an indemnification for a Loss specified in clause (b) of this Section 10.5(a)(vii), whether or not such funds remain in such escrow accounts), then each Stockholder party hereto shall indemnify such Buyer Indemnified Party for the amount of such Loss multiplied by a fraction, the numerator of which is the cash Merger Consideration actually paid to such Stockholder hereunder, and the denominator of which is the aggregate cash Merger Consideration actually paid to all Fully Diluted Common Holders (it being acknowledged and agreed that such indemnification obligation is several and not joint as among the Stockholders). In the case of a breach of any a Fundamental Representation made pursuant to Article III, only the Stockholder or Stockholders who have so breached such Fundamental Representation shall indemnify a Buyer Indemnified Party and only up to the amount of the Acquiror Specified RepresentationsCash Merger Consideration actually paid to such Stockholder or Stockholders; and (viii) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only Notwithstanding anything to the extent contrary herein, (i) the parties acknowledge and agree that no Stockholder or holder of such excess, Common Stock Options that is not a signatory hereto has any liability or obligations pursuant to this Article X; and (ii) Acquiror’s aggregate liability under Section 8.01(c) (other than with respect to a breach of Section 3.02 (Authorization) (any claim for fraud by any Buyer Indemnified Party, the “Acquiror Specified Representations”)) will not exceed the Cap; (d) no party will have limitations set forth in this Article X shall apply solely to any liability under Section 8.01(c) or 8.02(c) claim for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (d)), unless such Loss exceeds $25,000, and any Losses that are disregarded indemnification pursuant to this clause (d) will not be aggregated for purposes Article X made in respect 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 indemnifiable Loss to the extent 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 IXfraud. (b) For purposes of Sections 8.01(c) and 8.02(cNotwithstanding anything to the contrary herein, except as provided in Section 2.11 (Post-Closing Merger Consideration Adjustment), any qualification in any such representation Section 6.6 (Directors’ and Officers’ Exculpation; Indemnification), Article VIII (Tax Matters), Article XI (Termination) 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 breachedSection 12.6 (Equitable Relief), but and except in the event that such representation case of fraud and for the right of specific performance, from and after the Closing the rights and remedies of Buyer, the Company, the Stockholders’ Representative and the Stockholders, and any Buyer Indemnified Party (each Buyer Indemnified Party is referred to herein as an “Indemnified Party”), under this Article X are exclusive and in lieu of any and all other rights and remedies which Buyer, the Company, the Surviving Corporation, the Stockholders’ Representative, or warranty has been determined to have been breachedthe Stockholders, 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 Acquiror or Seller, as the case may beany Indemnified Party, may recover the entire amount of such Losses subject only have under this Agreement or any Ancillary Agreement or otherwise against each other with respect to this Agreement or any Ancillary Agreement and with respect to the Deductible transactions contemplated hereby or thereby, and Buyer, the Company, the Surviving Corporation, the Stockholders’ Representative and the CapStockholders each expressly waives and releases and agrees to waive and release any and all other rights or causes of action it or its Affiliates may have against the other party or its Affiliates now or in the future under any Law with respect to the preceding matters. In furtherance of the foregoing, subject to the exceptions set forth in the preceding sentence, each of the parties hereby waives, on behalf of itself and each of the other Indemnified Parties, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than claims and causes of action based on actual fraud) that it may have against any other parties to this Agreement or any Ancillary Agreement with respect to this Agreement or any Ancillary Agreement or in respect of the transactions contemplated hereby or thereby arising under or based upon any applicable Law or otherwise (except pursuant to the indemnification provisions set forth in this Article X, or the provisions of Section 2.11 (Post-Closing Merger Consideration Adjustment), Section 6.6 (Directors’ and Officers’ Exculpation; Indemnification), Article VIII (Tax Matters), Article XI (Termination) or Section 12.6 (Equitable Relief)).

Limitations on Indemnification. Except for claims arising out of fraud, intentional misrepresentation or willful breach, or for claims in respect of Assumed Liabilities or Excluded Liabilities (other than claims in respect of the Specified Matters, which are specifically addressed in this section): (a) Notwithstanding anything The Buyer Indemnified Parties shall not be entitled to recover any Losses under Section 12.2(a)(ii) in respect of any breach of or inaccuracy in any representations or warranties made by Sellers set forth in this Agreement or in the certificate delivered by or on behalf of Sellers pursuant to Section 4.3(b)(iv): (i) which, in respect of a breach of or inaccuracy in the contrarySufficiency Representation, are, individually, less than $10,000; and (aii) otherwise until such time as the total amount of all Losses (including the Losses described in clause (i) above) suffered or incurred by any one or more of the Buyer Indemnified Parties, or to which any one or more of the Buyer Indemnified Parties has or have otherwise directly or indirectly become subject, exceeds Five Hundred Thousand U.S. Dollars (US $500,000) (the “Loss Threshold”), in which case the Buyer Indemnified Parties shall be entitled to recovery for all such Losses (including the amount of the Loss Threshold); provided, however, that the limitation contained in this Section 12.3(a) shall not apply to any breach of or inaccuracy in any Seller will not have Fundamental Representation or any liability IP Representation. (b) The maximum aggregate amount of Losses that the Buyer Indemnified Parties shall be entitled to recover: (i) under Section 8.02(c12.2(a)(ii) and Section 12.2(a)(vi), in each case, in respect of all breaches of or inaccuracies in all representations or warranties made by Sellers set forth in this Agreement or in the certificate delivered by or on behalf of Sellers pursuant to Section 4.3(b)(iv) (other than the IP Representation and the Sufficiency Representation), collectively shall be limited to the amount then available in the Escrow Fund; (ii) under (A) Section 12.2(a)(i) and Section 12.2(a)(vi), in each case, in respect of the Specified Matters and (B) Section 12.2(a)(ii) and Section 12.2(a)(vi), in each case, in respect of all breaches of or inaccuracies in the IP Representation, collectively (that is, Section 12.3(b)(ii)(A) and Section 12.3(b)(ii)(B)) shall be limited in the aggregate to Forty-One Million Four Hundred Thousand U.S. Dollars (US $41,400,000); (iii) under Section 12.2(a)(ii) and Section 12.2(a)(vi), in each case, in respect of all breaches of or inaccuracies in the Sufficiency Representation, collectively shall be limited in the aggregate to Sixty-Nine Million Dollars (US $69,000,000); and (iv) under Section 12.2(a)(v) and Section 12.2(a)(vi), in each case, in respect of Losses described in Section 12.2(a)(v), collectively shall be limited in the aggregate to Four Million Dollars (US $4,000,000); provided, however, that the limitations contained in this Section 12.3(b)(i), Section 12.3(b)(ii), Section 12.3(b)(iii) and Section 12.3(b)(iv) shall not apply to any breach of or inaccuracy in any Seller Fundamental Representation. (c) The maximum aggregate amount of Losses (i) that the Buyer Indemnified Parties shall be entitled to recover under Section 12.2(a)(ii) (subject to the maximum amounts specified in Section 12.3(b)), Section 12.2(a)(iii) and Section 12.2(a)(vi) (but in the case of Section 12.2(a)(vi) solely in respect of any Action relating to any matter of the type referred to in Section 12.2(a)(ii) or Section 12.2(a)(iii)), collectively, shall be limited to the Final Adjusted Cash Purchase Price and (ii) that the Seller Indemnified Parties shall be entitled to recover under Section 12.2(b)(ii) and Section 12.2(b)(iii) (but in the case of Section 12.2(b)(iii) solely in respect of any Action relating to any matter of the type referred to in Section 12.2(b)(ii)), collectively, shall be limited to the Final Adjusted Cash Purchase Price; provided, however, that the limitations contained in this Section 12.3(c) shall not apply to any non-fulfillment or breach of any covenant or other agreement contained in Section 8.5 and Section 8.7. (d) So long as the amount available in the Escrow Fund exceeds the aggregate amount of all claims for indemnification, compensation or reimbursement that have been asserted but not resolved, the Buyer Indemnified Parties shall seek to recover amounts in respect of any claims for indemnification, compensation or reimbursement under Section 12.2(a)(ii), Section 12.2(a)(iii) and Section 12.2(a)(vi) (but in the case of Section 12.2(a)(vi) solely in respect of any Action relating to any matter of the type referred to in Section 12.2(a)(ii) or Section 12.2(a)(iii)) from the Escrow Fund prior to seeking to recover amounts in respect of such claims directly from Sellers; provided, however, that to the extent any amounts are released from the Escrow Fund to any Buyer Indemnified Party with respect to a breach of any of the Seller Specified Representations) unless the aggregate liability claims for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) and then only indemnification, compensation or reimbursement that are not subject to the extent of limitation set forth in Section 12.3(b)(i), such excess; (b) Seller’s aggregate liability under Section 8.02(c) (other than recovered amounts shall not reduce the amount that the Buyer Indemnified Parties may recover with respect to a breach claims for indemnification, compensation or reimbursement that are subject to the limitation contained in Section 12.3(b)(i). (e) All Losses shall be net of Sections 2.01 any third-party insurance proceeds which have been paid in connection with the facts giving rise to the right of indemnification, which proceeds shall be net of any related costs and expenses, including the cost of pursuing any related insurance claims; provided, however, that no Indemnified Party shall have any obligation to pursue or recover any insurance claim in connection with any Losses sustained by such Indemnified Party. (Organization)f) For the avoidance of doubt, 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) Acquiror will not have in the event that a particular matter entitles a Buyer Indemnified Party to indemnification pursuant to more than one clause of Section 12.2(a) or pursuant to any liability other Transaction Agreement, such Buyer Indemnified Party shall be entitled to recover a particular dollar of Losses associated with such matter only once under Section 8.01(c) (other than with respect to a breach of any of this Article 12 and the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excessTransaction Agreements, and (ii) Acquiror’s aggregate liability under 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 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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 a particular matter entitles a Seller Indemnified Party to indemnification pursuant to more than one clause of Section 12.2(b) or warranty has been determined pursuant to have been breachedany other Transaction Agreement, such qualification as Seller Indemnified Party shall be entitled to materiality or Snacks Business MAE will thereafter be disregarded for purposes of determining the amount recover a particular dollar of Losses arising from associated with such matter only once under this Article 12 and the Transaction Agreements. (g) The Buyer Indemnified Parties shall not be entitled to recover any Losses under Section 12.2(a)(ii) and Section 12.2(a)(vi) in each case in respect of any breach of or inaccuracy in the Sufficiency Representation unless and until the remediation process next described is complied with and fully implemented and completed. In the event of any breach of or inaccuracy in the Sufficiency Representation, the Parties shall work together promptly and diligently in a cooperative and collaborative manner to address such breach or inaccuracy through the addition of, or modification to, the services provided by Sellers and Acquiror their Subsidiaries under the Transition Services Agreement, or Sellerby the transfer, for no additional consideration, of an asset (or assets) or property (or properties) by Sellers and their Subsidiaries to Buyers or through such other means as the case Parties may be, may recover the entire amount of such Losses subject only agree. Any continuing failure to work in a cooperative and collaborative manner shall be referred to the Deductible Chief Executive Officers of the Canadian Seller and US Buyer for resolution. If resolution satisfactory to Buyers, acting reasonably and in good faith, is not reached within fifteen (15) Business Days of the Capdate Buyers first notify Sellers, in writing, of the breach or inaccuracy in the Sufficiency Representation, only then may Buyers elect to pursue the indemnification remedies available in this Article.

Limitations on Indemnification. A Party’s indemnity obligations under this ARTICLE IX shall be subject to the following limitations: (a) Notwithstanding anything in this Agreement to the contrary, (a) Seller will not have any liability under Section 8.02(c) (other than Except with respect to Damages arising out of or resulting from (i) a breach of the representations under Section 5.1(a) (Status of the Seller), Section 5.1(b) (Authorization), Section 5.1(d) (Title to Shares), Section 5.2(a) (Capitalization), Section 5.2(c) (Entity Status) or Section 5.2(t) (Brokers’ Fees) (collectively, the “Seller Fundamental Representations”) or (ii) the Un-Finalized Excluded Liabilities, the maximum aggregate liability of the Sellers for Damages for any matter described under Section 9.1 shall not exceed the General Escrow Amount, which shall be the exclusive source of recovery for such Damages; provided that the maximum aggregate liability of the Sellers for Damages for any matter described under Section 9.1(a)(iii) shall not exceed the Un-Finalized Excluded Liabilities Escrow Amount, which shall be the exclusive source of recovery for such Damages. The maximum aggregate liability of each Seller for Damages arising out of or resulting from a breach of the Seller Specified Fundamental Representations shall not exceed their Pro Rata Share of $47,000,000 less any distributions from the General Escrow Amount, the Un-Finalized Excluded Liabilities Escrow Amount or the Lease Consent Escrow Fund actually paid to the Buyer. (b) Except with respect to Damages arising out of or resulting from a breach of the representations under Section 5.3(a) (Organization of the Buyer), Section 5.3(b) (Authorization), Section 5.3(e) (Brokers’ Fees), Section 5.3(f) (Purchase Price) or Section 5.3(g) (Investment Intent) (collectively, the “Buyer Fundamental Representations”), the maximum aggregate liability of the Buyer for Damages for any matter described under Section 9.2(a) shall not exceed, in the aggregate, an amount equal to the General Escrow Amount. The maximum aggregate liability of the Buyer for Damages arising out of or resulting from a breach of the Buyer Fundamental Representations shall not exceed $47,000,000 less any distributions from the General Escrow Amount, the Un-Finalized Excluded Liabilities Escrow Amount or the Lease Consent Escrow Fund actually paid to the Buyer. (c) No Seller will have Liability to indemnify pursuant to Section 9.1(a)(i), Section 9.1(iv), Section 9.1(a)(vi) or Section 9.1(b) unless and until the aggregate liability for Losses suffered by Damages which the Acquiror Indemnitees thereunder exceeds applicable Buyer Indemnified Persons are entitled to recover from the Sellers under this Agreement exceed $25,000,000 200,000 (the “Deductible”) and, once such Damages exceed the Deductible, the Sellers shall only have indemnification Liability for the aggregate Damages in excess of the Deductible; provided, however, that such limitations shall not apply to Damages arising out of or resulting from the Seller Fundamental Representations. (d) The Buyer will not have Liability to indemnify pursuant to Section 9.2(a) unless and then until the aggregate Damages which the applicable Seller Indemnified Persons are entitled to recover from the Buyer under this Agreement exceed the Deductible and, once such Damages exceed the Deductible, the Buyer shall only have indemnification Liability for the aggregate Damages in excess of the Deductible; provided, however, that such limitations shall not apply to Damages arising out of or resulting from the extent Buyer Fundamental Representations. (e) Neither the Buyer Indemnified Persons nor the Seller Indemnified Persons shall be entitled to recover (i) more than once for any Damages that may have resulted from the breach of such excess; a representation, warranty, covenant or agreement contained in this Agreement from the occurrence of a single event, or (bii) Seller’s aggregate liability under Section 8.02(c) (other than with respect to a breach matter that was taken into account in any purchase price adjustment under ARTICLE III. (f) Notwithstanding anything contained herein to the contrary, the foregoing limitations shall not apply in the case of Sections 2.01 a determination of fraud by a final and non-appealable order of judgment of a court of competent jurisdiction. (Organization)g) Notwithstanding anything contained herein to the contrary, 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% amount of the Final Purchase Price (the “Cap”); (c) any Damages incurred or suffered by a Party shall be calculated after giving effect to (i) Acquiror will not have any liability under Section 8.01(cinsurance proceeds actually received by the Indemnified Party (or any of its Affiliates) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excessDamages, and (ii) Acquiror’s aggregate liability under Section 8.01(cany recoveries actually received by the Indemnified Party (or any of its Affiliates) from any third parties. Each Indemnified Party shall act in good faith and use Commercially Reasonable Efforts to obtain such proceeds, benefits and recoveries and shall promptly and diligently pursue such claims relating to any Damages for which it is seeking indemnification hereunder. If any such proceeds or recoveries are received by an Indemnified Party (or any of its Affiliates) with respect to any Damages after an Indemnifying Party has made a payment to the Indemnified Person with respect thereto, the Indemnified Party (or such Affiliate) shall pay to the Indemnifying Party the lesser of (A) the actual amount of such proceeds or recoveries net of any expenses incurred or Taxes payable by such Indemnified Party in collecting or realizing such amount or (B) the actual amount of the indemnification payment previously paid by the Indemnifying Party to the Indemnified Party in respect of such Damages. (h) In no event shall any Party be liable for any exemplary or punitive damages, any damages that are speculative or remote, or any damages that are based on lost profits, diminution in value or upon any multiplier of earnings or any other than valuation metric, except, in each case, to the extent such damages are included within a claim against an Indemnified Party with respect to a breach Third Party Claim for which indemnification is available under the terms of this Agreement. The Parties shall not be liable for any wages or other compensation of the other Party’s employees relating to the time expended by any such employee in connection with addressing, defending or settling a Claim. (i) The Buyer acknowledges that certain consents to the Contemplated Transactions may be required from third parties to Contracts, leases, licenses or other agreements and such consents have not been obtained and may not be obtained. The Buyer agrees that, except as set forth in Section 3.02 (Authorization) (6.7, the “Acquiror Specified Representations”)) will Sellers and Optionholders shall not exceed the Cap; (d) no party will have any liability under Section 8.01(cwhatsoever to any Buyer Indemnified Person (and the Parties shall not be entitled to assert any claims) or 8.02(c) for any Loss arising out of or relating to the failure to obtain any individual claim (consents that may have been or any series of claims arising out of substantially may be required in connection with the same events, facts Contemplated Transactions 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 because of the preceding clauses (a) through (c); (e) neither Seller nor Acquiror will have default, acceleration or termination of or loss of right under any liability under Section 8.02(c) such Contract, lease, license or Section 8.01(c), for any otherwise indemnifiable Loss to the extent 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 other agreement 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 IXas a result thereof. (bj) For purposes No indemnification shall be payable to a Buyer Indemnified Person with respect to claims asserted by such Buyer Indemnified Person after the expiration of Sections 8.01(c) and 8.02(c), any qualification the applicable survival period set forth 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the CapSection 10.1.

Limitations on Indemnification. (a) Notwithstanding anything The Purchaser Indemnified Parties shall not be entitled to indemnification from the Sellers in this Agreement respect of any Losses for which recovery is sought pursuant to Sections 9.2(a)¸ 9.2(e) and 9.2(g) (in each case, other than with respect to breaches or inaccuracies of the Fundamental Representations or the Tax Representations), except to the contraryextent the cumulative amount of such Losses exceeds one percent (1.0%) of the Gross Purchase Price (the “Deductible Amount”), whereupon the full cumulative amount of such Losses above the Deductible Amount shall be recoverable by the Purchaser Indemnified Parties in accordance with the terms of this Article IX. For avoidance of doubt, the Deductible Amount shall not apply to any claims under Sections 9.2(b), 9.2(c), 9.2(d), 9.2(f), and 9.2(h) through (n). (b) Except to the extent such Losses arise out of any fraud committed by the Sellers, (ai) Seller will the Purchaser Indemnified Parties shall not have be entitled to indemnification from the Sellers in respect of any liability under Section 8.02(cLosses for which recovery is sought pursuant to Sections 9.2(a) (other than with respect to a breach of any breaches or inaccuracies of the Seller Specified Fundamental 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), 9.2(c), 9.2(d), 9.2(e) (other than with respect to a breach breaches or inaccuracies of Sections 2.01 (Organizationthe Fundamental Representations), 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) Acquiror will not have any liability under Section 8.01(c9.2(g) (other than with respect to breaches or inaccuracies of the Fundamental Representations), 9.2(i) and 9.2(n) in excess of the sum of the Escrow Amount plus the finally determined Earn-out Amount pursuant to Section 2.4(g) (the “Aggregate Seller Indemnification Cap”); (ii) in no event shall any Seller be liable in the aggregate under Sections 9.2(a), 9.2(b), 9.2(c), 9.2(i), 9.2(j), 9.2(k) or 9.2(n) for any amount that would result in indemnification payments by such Seller to the Purchaser Indemnified Parties in excess of such Seller’s Pro Rata Percentage of such payment; and (iii) in no event shall any Seller be liable in the aggregate under Sections 9.2(a) through 9.2(n) for any amount that would result in indemnification payments by such Seller to the Purchaser Indemnified Parties in excess of the amount set forth opposite such Seller’s name in the Waterfall Spreadsheet under the heading “Purchase Price Allocable to Seller.” For the avoidance of doubt, the Aggregate Seller Indemnification Cap shall not apply to any claims with respect to breaches or inaccuracies of the Fundamental Representations under Sections 9.2(a), 9.2(e) or 9.2(g) or any claims under Sections 9.2(b), 9.2(f), 9.2(h), 9.2(j), 9.2(k), 9.2(l) or 9.2(m). (c) Notwithstanding anything herein to the contrary, from and after the time at which the Purchaser Indemnified Parties no longer have the right to recover indemnification payments against the Escrow Account or the finally determined Earn-out Amount in accordance with the terms and conditions of this Agreement, the Purchaser Indemnified Parties shall only be entitled to recover indemnifications payments (i) pursuant to Sections 9.2(d), 9.2(g), 9.2(h), 9.2(l) and 9.2(m), solely from the TA Funds and (ii) pursuant to Sections 9.2(e) and 9.2(f), solely from the Seller whose acts or omissions were the direct cause of the indemnifiable Losses, in each case, subject to the limitations set forth in this Article IX. (d) No representation or warranty of the Sellers, the Company or the Blocker Companies contained herein shall be deemed untrue or incorrect, and the Sellers, the Company and the Blocker Companies shall not be deemed to have breached a breach representation or warranty, as a consequence of the existence of any fact, circumstance or event which is disclosed in the Schedules in response to another representation or warranty contained in this Agreement so long as it is reasonably apparent from the face of such disclosure that such disclosure relates to the Acquiror Specified Representationssubject matter of such representation and warranty. (e) unless The Purchaser Indemnified Parties shall not make any claim for indemnification under this Article IX in respect of any matter, but limited to the aggregate liability for Losses suffered dollar amount thereof, that is: (i) included in the statement of Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Cash Equivalents or Estimated Transaction Expenses delivered by the Seller Indemnitees thereunder exceeds Company; or (ii) otherwise taken into account in the Deductiblecalculation of any adjustment to the Gross Purchase Price pursuant to Section 2.3. (f) The Purchaser Indemnified Parties shall take, and then shall cause the Company to take, commercially reasonable steps to mitigate any Loss upon becoming aware of any event which could reasonably be expected to, or does, give rise thereto, including incurring costs only to the extent necessary to remedy the breach which gives rise to the Loss and using reasonable best efforts to pursue available remedies, contribution from or participation in any remedial action by third parties; provided Purchaser shall not be required to pay Taxes or file Tax Returns for which the Sellers’ Representative is responsible under this Agreement in order to mitigate penalties and interest with respect to such Taxes or Tax Returns. (g) The amount of any and all Losses eligible for indemnification under this Article IX shall be determined net of (i) any amounts actually recovered by an indemnified party under any insurance policies or otherwise with respect to such excessLosses; provided, however, that while the Purchaser is not responsible for obtaining insurance for any Losses, it shall use its commercially reasonable efforts to seek recovery for any such Losses from any of its or its Affiliates’ (including, without limitation, the Group Companies’) then-existing insurance policies and (ii) Acquiror’s aggregate liability under 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 value of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss Tax benefit actually realized by an indemnified party to the extent such Losses are reflected give rise to deductible loss, credit or expense. If, subsequent to an indemnification payment by the indemnifying party, an indemnified party receives any Tax benefit, any amounts under applicable insurance policies or any other payment in respect of a Loss pursuant to which such indemnification payment was made, then such indemnified party shall promptly reimburse the indemnifying party for any payment made or expense incurred by such indemnifying party in connection with providing such indemnification payment in an amount equal to that which was received by the indemnified party until such time as the indemnifying party is fully reimbursed. (h) Notwithstanding anything to the contrary contained in this Article IX, no breach of any representation, warranty, covenant or agreement contained herein shall, in the absence of fraud, give rise to any right on the Final Closing Adjustment Statement. Costs part of defense will not be subject the Purchaser, after the consummation of the transactions contemplated hereby, to rescind this Agreement or any of the limitations transactions contemplated hereby. (i) Any Loss for which the Purchaser Indemnified Parties are entitled to indemnification under this Article IX shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement. (j) Notwithstanding anything to the contrary contained in this Agreement, no Seller shall have any obligation to indemnify or hold harmless the Purchaser from and against any Taxes of any Person (i) except with respect to breaches of Section 8.07 3.8(o), for any taxable period (or be included portion thereof) beginning after the Closing Date (or any other Losses related to any such Taxes), (ii) that are attributable to any transaction undertaken by the Purchaser, the Blocker Companies or the Group Companies occurring after the Closing, not including the Transaction, or (iii) except for breaches of Section 7.1(g), that are due to the unavailability in any calculation taxable period (or portion thereof) beginning after the Closing Date of whether any cap net operating losses, credits or similar metric was met. This Section 8.07 will other Tax attribute from a taxable period (or portion thereof) ending on or prior to the Closing Date, provided, however, that the foregoing shall not apply to indemnification for Taxesthe adoption of depreciation methods for, which shall be governed exclusively or the expensing of, property acquired by Article IXthe Group Companies. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, : (ai) Seller will not have no SRI Indemnifying Party shall be liable in respect of any liability indemnification obligation for Damages: (A) under Section 8.02(c‎7.1(a) (other than in respect of any failure of any representations in Section ‎3.3(a), Section ‎3.3(b), Section ‎3.3(c) and Section ‎3.3(d)(i)), unless and until (x) the aggregate amount of Damages of the Goodyear Indemnitees arising from any particular claim, together with all related claims, is in excess of $100,000 (the “De Minimis Amount”) and (y) 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 any limitations provided in this Section ‎7.3 and in other provisions of this Article ‎VII, up to $45,000,000 (such amount, the “Indemnity Cap”); and (B) under any provision of Section ‎7.1 in an amount that exceeds the Aggregate Purchase Price; (ii) no Goodyear Indemnifying Party shall be liable in respect of any indemnification obligation for Damages: (A) under Section ‎7.2(a) (other than in respect of any failure of any representations in Section ‎3.1(a), Section ‎3.1(b), Section ‎3.1(c), Section ‎3.1(e), Section ‎3.1(f) and Section ‎3.1(g)(i) or ‎(ii)), unless and until (1) the aggregate amount of Damages of the SRI Indemnitees arising from any particular claim, together with all related claims, is in excess of the De Minimis Amount and (2) 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 (B) under any provision of Section ‎7.2 (other than with respect to a breach of (1) any Excluded Liabilities set forth on Section ‎2.5(b)(vi) of the Seller Specified RepresentationsGoodyear Disclosure Letter; (2) unless the aggregate any Excluded Liabilities that are product liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”claims or product recall claims, any product liability claims or product recall claims pursuant to Section ‎7.2(e) and then only any claims pursuant to the extent of such excess; Section ‎7.2(f) and (b3) Seller’s aggregate liability under Section 8.02(cany Tax liabilities described in clause (ii)(A) (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 definition of Excluded Taxes) in an amount that exceeds the Aggregate Purchase Price Price; and (the “Cap”); (ciii) (i) Acquiror will not no Party shall have any liability under this Article ‎VII for any special, exemplary or punitive damages; provided, however, 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 (including for the avoidance of doubt any awards of treble damages and attorneys’ fee and costs in any litigation under United States federal or state Laws). (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 covenant or agreement of this Agreement or any other Transaction Agreement. (c) The amount of any Damages for which indemnification is provided under Section 8.01(c‎7.1 or Section ‎7.2 shall be net of (i) any amounts recovered by an Indemnitee (net of any costs or expenses of investigation of the underlying claim and of collection) pursuant to any indemnification by or indemnification agreement with any Person (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excessthis Agreement), and (ii) Acquiror’s aggregate liability 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 clauses ‎(i) and ‎(ii), a “Collateral Source”). If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 8.01(c) (other than with respect ‎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 a breach 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 Section 3.02 (Authorization) (the “Acquiror Specified Representations”)) will not exceed the Cap; such payment. (d) no party will have Each Indemnitee shall take commercially reasonable steps to mitigate any liability under Section 8.01(c) or 8.02(c) for any Loss arising out Damages as soon as reasonably practicable after such Indemnitee becomes aware of any individual claim (event which does, or any series of claims arising out of substantially the same eventscould reasonably be expected to, 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject give rise 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 IXsuch Damages. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Notwithstanding anything in the foregoing provisions of this Agreement to the contraryArticle IX, (ai) Seller will not have be liable, pursuant to Section 9.01(a), and Purchaser will not be liable, pursuant to Section 9.02(a), for any liability under Section 8.02(c) (other than with respect to indemnifiable Losses suffered by any Purchaser Indemnitee or Seller Indemnitee, as applicable, arising out of a breach of any representation or warranty of Seller or Purchaser, as applicable, herein unless a claim therefor is asserted in writing before the end of the applicable survival period pursuant to Section 9.04(b), failing which such claim will be waived and extinguished, (ii) Seller Specified Representationswill not be liable, pursuant to Section 9.01(a), for (A) any Losses suffered by any Purchaser Indemnitee unless the aggregate liability for of all Losses suffered by the Acquiror Purchaser Indemnitees thereunder exceeds exceeds, on a cumulative basis, an amount equal to $25,000,000 7,650,000 (the “Deductible”) ), and then Seller will only be liable to the extent of any such excess; , or (bB) Seller’s aggregate liability under Section 8.02(c) any individual items or series of related items where the Loss relating thereto is less than $100,000 (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 Transactionthe “Mini-Basket”), and 2.16 (Wimbledon Entities) (the “Seller Specified Representations”)) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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) items will not be aggregated for purposes of the immediately preceding clause (A), (iii) Purchaser will not be liable, pursuant to Section 9.02(a), for (A) any Losses suffered by any Seller Indemnitee unless the aggregate of all Losses suffered by the Seller Indemnitees exceeds, on a cumulative basis, an amount equal to the Deductible, and then Seller will only be liable to the extent of any such excess, or (B) any individual items or series of related items where the Loss relating thereto is less than the Mini-Basket, and such items will not be aggregated for purposes of the immediately preceding clause (A), (iv) the aggregate liability of Seller hereunder, pursuant to Section 9.01(a), for Losses suffered by the Purchaser Indemnitees will in no event exceed $95,625,000 (the “Cap”), (v) the aggregate liability of Purchaser hereunder, pursuant to Section 9.02(a), for Losses suffered by the Seller Indemnitees will in no event exceed the Cap, and (vi) neither party hereto will be liable to the other party for punitive damages or any damages that are not reasonably foreseeable and proximate consequences of such breach (in each case other than those paid or payable to third parties with respect to Third Party Claims) claimed by such other party resulting from such first party’s breach of its representations, warranties or covenants hereunder or otherwise in connection with this Agreement or the transactions contemplated hereby. In no event will Seller be obligated to indemnify the Purchaser Indemnitees or any other person with respect to any matter to the extent that such matter was specifically taken into account as a reserve in the final determination of the Closing Inventory Amounts; provided that the limitations in foregoing clauses (ai) through to (v) shall not apply to claims of, or causes of action arising from, the Specified Representations or intentional fraud by the Indemnifying Party. (b) The representations, warranties and covenants contained in this Agreement and in any document delivered in connection herewith will survive the Closing solely for purposes of this Article IX as follows: (i) the representations and warranties set forth in Section 3.10 and Section 3.14(b) will survive until sixty (60) days after the expiration of the applicable statute of limitations, (ii) the Specified Representations (other than those set forth in Section 3.10) will survive until the 20th anniversary of the Closing Date, (iii) all other representations and warranties in Article III and Article IV will survive for eighteen months following the Closing, (iv) the covenant in Section 5.02 will not survive the Closing and (v) the other covenants set forth herein will survive the Closing to the extent, if any, provided pursuant to the terms thereof. (c) Purchaser and Seller will cooperate with each other with respect to resolving any Loss with respect to which one party is obligated to indemnify the other party hereunder, including by using commercially reasonable efforts to mitigate any such Loss; provided, however, that this sentence shall not require any party hereto to initiate or pursue litigation or other claims against third parties (other than taking the relevant administrative steps to file for or make ordinary course claims under insurance policies, “pass through” warranties or other indemnification or reimbursement Contracts from third parties) in respect of such Loss. Subject to the other terms of this Article IX, the costs and expenses of such mitigation efforts shall be included in the Losses for which the Indemnified Party is entitled to indemnification hereunder. (d) Purchaser acknowledges and agrees that (i) other than the representations and warranties of Seller specifically contained in Article III of this Agreement, the certificate delivered pursuant to Section 7.02(e) and any representations and warranties expressly set forth in the Transition Services Agreement, the Co-Manufacturing Agreement or the Intellectual Property License, none of Seller, any of its affiliates or any other person has made any representation or warranty either expressed or implied (A) with respect to the Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated hereby or by the Ancillary Agreements or (B) as to the accuracy or completeness of any information regarding the Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated hereby or by the Ancillary Agreements furnished or made available to Purchaser and its representatives and (ii) no Purchaser Indemnitee will have any claim or right to indemnification pursuant to this Article IX and none of Seller, any of its affiliates or any other person will have or be subject to any Liability to any Purchaser Indemnitee 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 Information Memorandum dated May 2015, the Due Diligence Assistance Report dated June 18, 2015 prepared by KPMG LLP and any information, documents or materials made available to Purchaser and its representatives in certain “data rooms”, management presentations or any other form in expectation of the transactions contemplated hereby or by the Ancillary Agreements (it being understood that this clause (ii) does not supersede or otherwise affect the representations and warranties of Seller specifically contained in Article III of this Agreement, the certificate delivered pursuant to Section 7.02(e) or any representations and warranties expressly set forth in the Transition Services Agreement, the Co-Manufacturing Agreement or the Intellectual Property License); . Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that, except as expressly set forth in Article III of this Agreement, the certificate delivered pursuant to Section 7.02(e) or in any representations and warranties expressly set forth in the Transition Services Agreement, the Co-Manufacturing Agreement or the Intellectual Property License, neither Seller nor any of the Seller Parties has made or makes any representations or warranties relating to the maintenance, repair, condition, design, performance or marketability of any Transferred Asset, including merchantability or fitness for a particular purpose. (e) neither Each of Purchaser and Seller nor Acquiror further acknowledges and agrees that, should the Closing occur, the sole and exclusive remedy of the Purchaser Indemnitees and Seller Indemnitees with respect to any and all claims relating to this Agreement, the Ancillary Agreements, the Business, the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities or the transactions contemplated hereby or by the Ancillary Agreements (other than (i) claims of, or causes of action arising from, intentional fraud of the other party, (ii) claims for injunctive relief or specific performance in accordance with Section 12.14, and (iii) any remedies expressly provided for in the Transition Services Agreement, the Co-Manufacturing Agreement or the Intellectual Property License) will be pursuant to the indemnification provisions set forth in this Article IX. Notwithstanding anything to the contrary, but without limiting any remedies expressly provided for in the Co-Manufacturing Agreement, in no event will the aggregate liability of Seller and its affiliates or the aggregate liability (in addition to the Purchase Price) of Purchaser and its affiliates, on the other hand, under, arising from or in connection with this Agreement, the Ancillary Agreements (other than the Co-Manufacturing Agreement) or in connection with the transactions contemplated hereby or thereby, regardless of Theory of Liability asserted, exceed an amount equal to the Purchase Price actually received by Seller and its affiliates. (f) Notwithstanding anything to the contrary contained in this Agreement, with respect to any Losses that are indemnifiable by Seller under this Agreement arising under any Environmental Law or otherwise relating to Hazardous Materials or other environmental matters: (i) Seller will have the right, but not the obligation, to manage and assume the control of any investigation, cleanup or other responsive or remedial action (“Remedial Action”) associated with any such Losses (provided that Seller will provide Purchaser with a reasonable opportunity to comment on all work plans relating to any such Remedial Action and Seller will consider incorporating such comments in good faith), (ii) Purchaser will provide Seller and its consultants with access to the Transferred Real Property that may be reasonably necessary in connection with such management and control and (iii) no Purchaser Indemnitee will have any liability under Section 8.02(c) or Section 8.01(c), right to indemnification for any otherwise indemnifiable Loss such Losses to the extent such Losses (A) are reflected not required to or exceed the cost to comply with the minimum applicable requirements under applicable Environmental Law in effect as of the Closing (including, in the case of any Remedial Action, the minimum applicable cleanup standards and the use of commercially reasonable risk-based remedies, engineering controls and land use restrictions, taking into account the continued operation of the property for commercial or industrial purposes, as used as of the Closing; provided, however, that the application of such remedies, controls and restrictions satisfy the requirements of all applicable Environmental Laws and common law interpretations thereof and any applicable Judgment) or (B) (1) arise from or relate to any contribution to or exacerbation of such Losses by Purchaser or its affiliates on or after the Final Closing Adjustment Statement. Costs Date, (2) are caused by (but not simply revealed in connection with) any change in use of, closure of defense will not be subject to or cessation of operations at any of the limitations contemplated in this Section 8.07 Transferred Real Property on or be included after the Closing Date, (3) arise from or relate to any investigation, sampling, remedial action or reporting to any Governmental Entity on or after the Closing Date unless such investigation, sampling, remedial action or reporting is required by applicable Environmental Law or common law interpretation thereof or any applicable Judgment, (4) arise from or relate to any maintenance, repair, replacement or upgrade of any Equipment, part or other Transferred Asset that has reached the end of its useful life or (5) arise from or relate to any maintenance, repair, removal or abatement of asbestos at or in any calculation of whether facility or building materials unless such maintenance, repair, removal or abatement is required by applicable Environmental Law or common law interpretation thereof or 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 IXapplicable Judgment. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement A Party may assert a claim for indemnification under Section 10.1(a) or Section 10.1(b)(i), as the case may be, only to the contrary, 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) (aand the other Party’s indemnification obligations with respect thereto) Seller will be irrevocably and unconditionally released and waived. (b) Notwithstanding any other provision of this Article X: (i) PNG will not have any liability indemnification obligations under clauses (i) and (iii) of Section 8.02(c10.1(a), (A) for any individual item where the dollar amount of Adverse Consequences relating thereto is less than Fifty Thousand Dollars (other $50,000) and (B) in respect of each individual item where the dollar amount of Adverse Consequences relating thereto is equal to or greater than with respect to a breach of any of the Seller Specified Representations) Fifty Thousand Dollars ($50,000), unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder dollar amount of all such Adverse Consequences exceeds One Million and Five Hundred Thousand Dollars ($25,000,000 (the “Deductible”) 1,500,000), and then only to the extent of such excess; and (bii) Seller’s in no event will the aggregate liability indemnification to be paid by PNG under clauses (i) and (iii) of Section 8.02(c10.1(a) exceed Twelve Million and Five Hundred Thousand Dollars (other than with respect to a breach of Sections 2.01 $12,500,000). Notwithstanding the foregoing, (Organization), 2.02 (Authority), 2.11 (Brokers), 2.12 (Title), 2.13(a)-(cx) (Wimbledon Assets), 2.17 (Diamond Transaction), the limitations set forth in Section 10.3(b)(i) and 2.16 (Wimbledon Entities) (the “Seller Specified Representations”)Section 10.3(b)(ii) will not exceed 15% apply to claims asserted by EQT for breaches of Section 3.1, Section 3.2, Section 3.3(a), Section 3.5, Section 3.8, Section 3.19 or Section 3.23 of this Agreement and (y) the Final Purchase Price (limitations set forth in Section 10.3(b)(i) and 10.3(b)(ii) will not apply to claims arising from any Retained Obligations or from the “Cap”); intentional fraud and willful misconduct of PNG. (c) Notwithstanding any other provision of this Article X: (i) Acquiror EQT will not have any liability indemnification obligations under Section 8.01(cSections 10.1(b)(i) , (other A) for any individual item where the dollar amount of Adverse Consequences relating thereto is less than with Fifty Thousand Dollars ($50,000) and (B) in respect of each individual item where the dollar amount of Adverse Consequences relating thereto is equal to a breach of any of the Acquiror Specified Representations) or greater than Fifty Thousand Dollars ($50,000), unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder dollar amount of all such Adverse Consequences exceeds the DeductibleOne Million and Five Hundred Thousand Dollars ($1,500,000), and then only to the extent of such excess, excess and (ii) Acquiror’s in no event will the aggregate liability indemnification to be paid by EQT under Section 8.01(c10.1(b)(i) exceed Twelve Million and Five Hundred Thousand Dollars (other than with respect to a breach of Section 3.02 $12,500,000). Notwithstanding the foregoing, (Authorizationx) (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 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to any of the limitations contemplated set forth in this Section 8.07 or be included in any calculation of whether any cap or similar metric was met. This Section 8.07 10.3(c)(i) will not apply to any claim for indemnification for Taxeswith respect to any breach or violation of any of the representations and warranties contained in Section 4.1 (Formation and Corporate Power), which shall be governed exclusively by Article IX. Section 4.2 (bAuthorizations; Validity), Section 4.3(a) For purposes (No Conflicts) or Section 4.6 (Brokers) of this Agreement and (y) the limitations set forth in Sections 8.01(c10.3(c)(i) and 8.02(c), any qualification in any such representation or warranty as 10.3(c)(ii) will not apply 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 claims arising from such breach any Assumed Liabilities or the intentional fraud and Acquiror or Seller, as the case may be, may recover the entire amount willful misconduct of such Losses subject only to the Deductible and the CapEQT.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement Sellers shall not be required to the contrary, (a) Seller will not have indemnify any liability Purchaser Indemnified Party under Section 8.02(c10.2(a)(i), Section 10.2(a)(ii) (other than with respect to a breach of any of the Seller Specified Representationsand/or Section 10.2(b)(i) unless and until the aggregate liability for amount of Losses suffered by that the Acquiror Indemnitees thereunder Purchaser Indemnified Parties are entitled to recover under this Article X exceeds One Million Eight Hundred Twenty-Two Thousand Five Hundred Dollars ($25,000,000 1,822,500) (the “Deductible”) and then only Sellers shall be required to indemnify the applicable Purchaser Indemnified Parties, subject to the extent other limitations contained herein, solely for the amount of such excessLosses in excess of the Deductible; provided, that, the Deductible shall not apply to Losses arising from Fraud. (b) Seller’s aggregate liability The maximum amount of Losses on a collective basis that may be recovered or asserted in any claim(s) by the Purchaser Indemnified Parties under Section 8.02(c10.2(a)(i), Section 10.2(a)(ii), and/or Section 10.2(b)(i) (other than with respect to a breach of Sections 2.01 Fraud) shall be limited to and shall in no event exceed the Indemnification Escrow Amount, which together with the RWI Policy (Organizationsubject to Section 10.4), 2.02 (Authorityshall be the sole and exclusive source of recovery for such Losses. Sellers shall have no obligation to directly satisfy any claim by a Purchaser Indemnified Party for indemnification under Section 10.2(a)(i), 2.11 (BrokersSection 10.2(a)(ii), 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) Acquiror will not have any liability under or Section 8.01(c10.2(b)(i) (other than with respect to Fraud, subject to Section 10.4). The maximum amount of Losses on a collective basis that may be recovered or asserted in any claim(s) by the Purchaser Indemnified Parties under Section 10.2(a)(v) shall be limited to and shall in no event exceed the Specified Taxes Cap (as defined in Schedule 10.2(a)(v)). With respect to claims for indemnification under Sections 10.2(a)(iii)-(v), subject to the preceding sentence, the maximum liability of any Seller to the Purchaser Indemnified Parties shall be such Seller’s Pro Rata Percentage of such Losses. The maximum liability of any Seller to the Purchaser Indemnified Parties shall not in the aggregate exceed the proceeds actually received by such Seller. (c) The amount of any Losses for which indemnification is provided for under this Article X (without giving effect to limitations) shall be calculated net of any insurance proceeds or other amounts actually received by the Indemnitee from third parties with respect to such Losses, in each case, net of the present value of any increases in premiums, any costs of collection or deductibles resulting therewith; provided, that, in no event shall Purchaser or any other Purchaser Indemnified Party be required to initiate litigation to recover any such amounts. If an Indemnitee collects an amount in discharge of a claim of a Loss reimbursed by an Indemnitor, and such Indemnitee subsequently recovers from a third party (including under the RWI Policy) (such excess recovery, the “Excess Recovery”), such Indemnitee shall repay ​ to the Indemnitor an amount equal to the Excess Recovery less any costs or expenses incurred or suffered by the Indemnitee in procuring the Excess Recovery including the present value of any increases in premiums and any costs of collection or deductibles resulting therewith. Any Losses for which any Indemnitee is entitled to indemnification under this Article X shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductiblemore than one representation, and then only to the extent of such excesswarranty, and (ii) Acquiror’s aggregate liability under 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) covenant, or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which agreement. No Party will be aggregated entitled to be indemnified for purposes of this clause (d)), unless such Loss exceeds $25,000, and an amount pertaining to 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 indemnifiable Loss to the extent that such Losses are reflected on amount pertaining to such Loss was included or taken into account in the Final Closing Adjustment Statement. Costs of defense will not be subject to any calculation of the limitations contemplated in this Purchase Price as finally adjudicated pursuant to 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 IX1.4. (bd) For purposes No Seller shall have any right of Sections 8.01(c) contribution, subrogation, or other recourse against the Company or its directors, managers, officers, employees, Affiliates, agents, attorneys, stockholders, members, representatives, assigns, or successors in respect of any claims asserted by any Purchaser Indemnified Parties, it being acknowledged and 8.02(c)agreed that the covenants, agreements, and obligations of the Company are solely for the benefit of the Purchaser Indemnified Parties. Except to the extent prohibited by Law, upon and after becoming aware of any qualification event which could reasonably be expected to give rise to any indemnifiable Losses hereunder, the Indemnitee shall take and cause its Affiliates to take, or cooperate with the Indemnitor if so requested by the Indemnitor in any such representation order to take, all commercially reasonable measures to mitigate the indemnifiable Losses based upon, arising out of or warranty incurred 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 Acquiror or Seller, as the case may be, may recover the entire amount a result of such Losses subject only event; provided, that in no event shall the Indemnitee be required to the Deductible and the Capinitiate litigation in respect of such efforts.

Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, (ai) Seller will not have no party hereto (nor, in each case, such party’s officers, directors, employees, agents, representatives and affiliates), shall be liable to another party in respect of any liability under Section 8.02(c) indemnification hereunder pursuant to Sections 6.12 (other than with respect Section 6.12(e)(viii)(a)), 9.2(a)(i), 9.2(b)(i) or 9.2(c)(i) unless and until and only to a breach the extent that the aggregate amount (without duplication) of any all such individual Losses of the Seller Specified Representations) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder party seeking indemnification are entitled exceeds $25,000,000 1,000,000 (the “Deductible”), (ii) and then only the maximum liability of any party for indemnification pursuant to Sections 6.12, 9.2(a), 9.2(b) or 9.2(c) shall be an amount equal to the extent of such excessPurchase Price (after taking into account any increases or decreases in the Purchase Price pursuant to Section 2.8); (b) Seller’s aggregate liability under Section 8.02(c) (other than provided, however, that no claim for indemnification by an Indemnified Party hereunder with respect to Losses resulting from (i) a breach of Sections 2.01 3.1 (OrganizationOrganization and Qualification Subsidiaries), 2.02 3.2 (AuthorityCharter Documents and Bylaws), 2.11 3.3 (BrokersCapitalization), 2.12 3.4 (TitleAuthority Relative to Agreement), 2.13(a)-(c) 4.1 (Wimbledon AssetsAuthority Relative to Agreement), 2.17 4.3 (Diamond TransactionTitle to Securities), 5.1 (Organization and 2.16 Qualification; Subsidiaries), 5.2 (Wimbledon EntitiesCharter Documents and Bylaws) and 5.3 (the “Seller Specified Representations”)Authority Relative to Agreement) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and or (ii) Acquiror’s aggregate liability under 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) resulting from fraud or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not intentional misrepresentation shall be subject to any of the limitations contemplated contained 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 IX9.4. (b) For purposes Notwithstanding the other provisions of Sections 8.01(c) and 8.02(c)this Section 9.4 or Section 6.12, any qualification in any such representation or warranty as to materiality or Snacks Business MAE will no Losses shall be taken into account (including for purposes of determining whether such representation or warranty not the Deductible has been breachedsatisfied), but in and none of the event that such representation Company, the Securityholders or warranty has been determined to the Parent shall have been breachedany indemnification obligations, such qualification as to materiality unless the Losses resulting from a single event, occurrence or Snacks Business MAE will thereafter be disregarded for omission, or series of events, occurrences or omissions arising out of related facts, circumstances or conditions, exceed $25,000. (c) For purposes of determining the extent of and limitations on indemnification under Section 6.12 (Tax Covenants) and Article IX, the amount of any Losses arising from that may be subject to indemnification under this Agreement will be determined net of any current Tax benefits, including, without limitation, current deductions, actually realized by the Indemnified Party (or any consolidated, combined or unitary group of which the Indemnified Party is also a member) attributable to the incurrence or payment of such breach Loss and Acquiror which are actually realized within two years of incurring the relevant Loss. In the event that any Indemnified Party (or Sellerany consolidated, as combined or unitary group of which the case may beIndemnified Party is also a member) realizes any Tax benefits consistent with the preceding sentence attributable to a Loss after being indemnified for such Loss by an Indemnifying Party, may recover the entire 60 Indemnified Party will notify the Indemnifying Party that it has realized such Tax benefit and will promptly reimburse the Indemnifying Party in the amount of the Tax benefit so realized. Other than in respect of a Third Party Claim, an Indemnifying Party shall not be liable under this Article IX in respect of any claim for incidental, special, punitive or consequential damages, including consequential damages resulting from lost profits. (d) The amount that any Indemnifying Party is required to pay to, for or on behalf of any Indemnified Party pursuant to this Article IX shall be adjusted by any insurance proceeds actually received by any Indemnified Party in reduction of the related indemnifiable Loss after reduction for any costs or expenses incurred in connection with collecting such Losses subject only proceeds or payments (which the Indemnified Party will use commercially reasonable efforts to the Deductible and the Capcollect).

Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement to the contrary, Agreement: (ai) Seller will not No Securityholder shall have any liability under obligation to provide indemnification for Losses of the type identified in Section 8.02(c) 11.2 (other than with respect to excluding any Losses arising out of 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”representations and warranties contained in Sections 4.1(e) 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 (Organization4.2(e), 2.02 (Authority)5.2, 2.11 (Brokers), 2.12 (Title), 2.13(a)-(c) (Wimbledon Assets), 2.17 (Diamond Transaction), 5.5 and 2.16 (Wimbledon Entities) (the “Seller Specified Representations”)) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, 5.18 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will shall not be subject to any of the limitations contemplated limitation set forth in this Section 8.07 or 11.5(a)) (“Securityholder Covered Losses”), except to the extent that (i) the Securityholder Covered Losses arising from any specific breach exceed $150,000 (the “Per-Occurrence Basket”), in which case each Securityholder shall (subject to the other limitations contained in Section 11.2 and elsewhere in this Section 11.5, including the limitation provided for in clause (ii) below) be included liable under this Article XI for all Securityholder Covered Losses arising from the applicable breach (including the portion that is less than the Per-Occurrence Basket) and (ii) the aggregate amount of all Securityholder Covered Losses exceeds $7,250,000 (the “Aggregate Basket”), in which case each Securityholder shall be liable (subject to the limitations contained in Section 11.2) under this Article XI only for Securityholder Covered Losses which exceed the Aggregate Basket. (ii) The Purchaser shall not have any calculation of whether any cap or similar metric was met. This Section 8.07 will not apply obligation to provide indemnification for TaxesLosses of the type identified in Section 11.3 (excluding any Losses arising out of a breach of the representations and warranties contained in Sections 6.2, 6.5 and 6.12, which shall not be governed exclusively by subject to any limitation set forth in this Section 11.5(a)) (“Purchaser Covered Losses”, and together with the Securityholder Covered Losses, the “Covered Losses”), except to the extent that (i) the Purchaser Covered Losses arising from any specific breach exceed the Per-Occurrence Basket, in which the Purchaser (subject to the other limitations contained in Section 11.3 and elsewhere in this Section 11.5, including the limitation provided for in clause (ii) below) be liable under this Article IXXI for all Purchaser Covered Losses arising from the applicable breach (including the portion that is less than the Per-Occurrence Basket) and (ii) the aggregate amount of all Purchaser Covered Losses exceeds the Aggregate Basket, in which case Purchaser shall be liable (subject to the limitations contained in Section 11.3) under this Article XI only for Purchaser Covered Losses which exceed the Aggregate Basket. (b) For purposes The maximum obligation of Sections 8.01(c) any Securityholder on one hand, and 8.02(c)the Purchaser on the other, to provide indemnification for all Covered Losses incurred by any qualification in any such representation Purchaser Indemnified Parties 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 Acquiror or SellerSecurityholder Indemnified Parties, as the case may be, may recover shall be limited to (i) in the entire case of Securityholder Covered Losses, an aggregate amount equal to such Securityholder’s Pro Rata Share of $54,375,000 (except in the case of any Losses arising out of a breach of the representations and warranties contained in Sections 4.1(e), 4.2(e), 5.2 and 5.5, where the maximum obligation of any Securityholder shall be limited to such Securityholder’s Pro Rata Share of the Closing Purchase Price), and (ii) in the case of Purchaser Covered Losses, $54,375,000 (except in the case of any Losses arising out of a breach of the representations and warranties contained in Sections 6.2 and 6.5, where the maximum obligation of the Purchaser shall be limited to the Closing Purchase Price). (c) For purposes of calculating the amount of such Losses subject only attributable to Covered Losses hereunder, any materiality or Material Adverse Effect qualifications in the Deductible representations, warranties, covenants and the Capagreements shall be disregarded.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, if the Closing occurs, (ai) Seller will not have any liability under Section 8.02(c8.2(a) (other than with respect to the Specified Representations) unless the aggregate liability for Damages suffered by the Buyer Indemnified Persons thereunder exceeds $[***] (the “Deductible”), in which case Seller will be liable for all Damages incurred by Buyer from the first dollar, (ii) Seller’s aggregate liability under Section 8.2(a) (other than with respect to a breach of any of the Seller Specified Representations) unless will not exceed the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 [***] (the “DeductibleCap”) and then only to the extent of such excess; ), (biii) Seller’s maximum aggregate liability under this Article VIII shall not exceed $[***] (the “Overall Cap”), and (iv) (A) Buyer will not have any liability under Section 8.02(c8.3(a) (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”)) unless the aggregate liability for Damages suffered by the Seller Indemnified Persons thereunder exceeds the Deductible, in which case Buyer will not exceed 15% of be liable for all Damages incurred by Seller from the Final Purchase Price first dollar, (the “Cap”); (cB) (i) Acquiror will not have any Buyer’s aggregate liability under Section 8.01(c8.3(a) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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; , and (dC) no party will have any Buyer’s maximum aggregate liability under Section 8.01(c) or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially this Article VIII shall not exceed 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 indemnifiable Loss Overall Cap. Notwithstanding anything herein to the extent such Losses are reflected on contrary, the Final Closing Adjustment Statement. Costs of defense will not be subject to any of the foregoing 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 shall not apply to indemnification for Taxes, which shall be governed exclusively by Article IXfraud of any Party. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement Subject to Paragraph 10.4(c), below, neither the contrary, (a) Seller will not have nor the Parent shall be required to indemnify any liability under Section 8.02(c) (other than of the Buyer Indemnitees or make any payment with respect to a breach any Losses arising under clause (i) of any of the Seller Specified Representations) Paragraph 10.1, above, unless and until the aggregate liability amount of such Losses from a single claim (or series of related claims) for Losses suffered by the Acquiror Indemnitees thereunder which indemnification is sought under such clause exceeds $25,000,000 5,000 and unless and until the aggregate amount of such Losses for which indemnification is sought under such clause exceeds $50,000 (the “DeductibleThreshold Amount”) 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) (in which event the “Seller Specified Representations”)) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Buyer Indemnitees thereunder exceeds the Deductible, and then shall only to the extent of such excess, and (ii) Acquiror’s aggregate liability under 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 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 indemnifiable Loss to the extent 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 entitled to indemnification for Taxes, which shall be governed exclusively by Article IXLosses in excess of the Threshold Amount. (b) For purposes Subject to Paragraph 10.4(c), below, neither the Seller nor the Parent shall be required to indemnify any of Sections 8.01(cthe Buyer Indemnitees or make any payment with respect to any Losses arising under clause (i) of Paragraph 10.1, above, in an aggregate amount in excess of fifty percent (50%) of the Purchase Price. (c) Notwithstanding the provisions of Paragraphs 10.4(a) and 8.02(c(b), above, the limitations set forth in Paragraphs 10.4(a) and (b), above shall not apply with respect to any qualification in claims by any such representation or warranty as to materiality or Snacks Business MAE will be taken into account of the Buyer Indemnitees for purposes indemnification (1) based upon clauses (ii) through (vi) of determining whether such representation or warranty has been breachedParagraph 10.1, but above, (2) based upon breach of the warranties and representations set forth in the event that such representation first sentence of Paragraph 5.1.6, clause (i) of Paragraph 5.1.11(c) or warranty has been determined Paragraphs 5.1.1, 5.1.2, 5.1.3, 5.1.4, 5.1.12 or 5.1.22, (3) based upon any failure of the Seller to have been breachedfully satisfy its obligations under Paragraph 9.6, such qualification as above, or (4) for fraud by the Seller or the Parent under this Agreement or any Seller Ancillary Document. (d) No party to materiality this Agreement shall be liable for any punitive, exemplary, consequential, special or Snacks Business MAE will thereafter be disregarded for purposes similar damages arising out of determining or relating to this Agreement, except to the amount extent any of Losses arising from such breach and Acquiror the Buyer Indemnitees or Sellerthe Seller Indemnitees, as the case may be, may recover the entire amount of suffers damages to any third Person (including any Governmental Body) in connection with a claim by such Losses subject only third Person, in which case such damages shall be recoverable to the Deductible and the Capextent recoverable under this Article X without giving effect to this Paragraph 10.4(d).

Limitations on Indemnification. A party’s indemnity obligations under this ARTICLE 9 shall be subject to the following limitations: (a) Notwithstanding anything Except with respect to Buyer Damages arising out of a breach of the representations contained in this Agreement Section 3.1, 3.2, 3.4, 3.26 or 3.31 or arising out of the Sellers’ fraud with respect to the contraryrepresentations contained in ARTICLE 3 or the certificate delivered pursuant to Section 2.6(k) (as determined by a final and non-appealable order or judgment of a court of competent jurisdiction), which shall not be subject to the General Cap or the Special Cap, the maximum aggregate liability of the Sellers for Buyer Damages for any matter described under Section 9.1(a) shall not exceed in the aggregate (ai) Seller will with respect to Buyer Damages arising out of a breach of the representations contained in Section 3.7 or 3.20, Sixteen Million Two Hundred Fifty Thousand and No/100 Dollars ($16,250,000) (such amount, inclusive of the General Cap, the “Special Cap”), and (ii) with respect to Buyer Damages arising out of a breach of the representations under any other section of the Agreement, Four Million Eight Hundred Seventy Five Thousand and No/100 Dollars ($4,875,000) (the “General Cap”). Any amounts applied toward the Special Cap shall apply toward the General Cap, and vice versa. Except with respect to Buyer Damages arising out of a breach of the representations contained in Section 3.1, 3.2, 3.4, 3.7, 3.20, 3.26 or 3.31 or arising out of the Sellers’ fraud with respect to the representations contained in ARTICLE 3 or the certificate delivered pursuant to Section 2.6(k) (as determined by a final and non-appealable order or judgment of a court of competent jurisdiction), which shall not be subject to the Deductible, the Sellers shall not have any liability under Section 8.02(c) (other than to the Buyer Indemnified Persons with respect to a breach Buyer Damages arising out of any of the Seller Specified Representationsmatters referred to in Section 9.1(a) unless until such time as the amount of all such liability shall exceed in the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds Two Hundred Fifty Thousand and No/100 Dollars ($25,000,000 250,000) (the “Deductible”) and then only ), in which case the Sellers shall thereafter, subject to the extent of General Cap, be liable for all 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% Buyer Damages in excess of the Final Purchase Price (Deductible; provided, however, that no claim or series of related claims for Buyer Damages shall be applied against the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) Deductible unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent amount of such excess, and (ii) Acquiror’s aggregate liability under 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 Buyer Damages arising out of any individual such claim (or any series of related claims arising out is in excess of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause Ten Thousand and No/100 Dollars (d$10,000)), 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 indemnifiable Loss to the extent 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. (b) For purposes Except with respect to Seller Damages arising out of a breach of the representations contained in Sections 8.01(c4.1, 4.2 or 4.5 or arising out of the Buyer’s fraud with respect to the representations contained in ARTICLE 4 or the certificate delivered pursuant to Section 2.7(h) (as determined by a final and 8.02(cnon-appealable order or judgment of a court of competent jurisdiction), which shall not be subject to the General Cap, the maximum aggregate liability of the Buyer to the Seller Indemnified Parties for Seller Damages for any qualification matter described under Section 9.2(a) shall not exceed the General Cap. Except with respect to Seller Damages arising out of a breach of the representations contained in Sections 4.1, 4.2 or 4.5 or arising out of the Buyer’s fraud with respect to the representations contained in ARTICLE 4 or the certificate delivered pursuant to Section 2.7(h) (as determined by a final and non-appealable order or judgment of a court of competent jurisdiction), which shall not be subject to the Deductible, the Buyer shall have no liability to the Seller Indemnified Persons with respect to Seller Damages arising out of any of the matters referred to in Section 9.2(a) until such representation or warranty time 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 all such breach and Acquiror liability of the Buyer shall collectively exceed the Deductible, in which case the Buyer shall thereafter, subject to the General Cap, be liable for all such Seller Damages in excess of the Deductible; provided, however, that no claim or Seller, as series of related claims for Seller Damages shall be applied against the case may be, may recover Deductible unless the entire amount of Seller Damages arising out of any such Losses subject only claim or series of related claims is in excess of Ten Thousand and No/100 Dollars ($10,000). (c) Neither the Buyer Indemnified Persons nor the Seller Indemnified Persons shall be entitled to recover more than once for any Damages that may have resulted from the breach of a representation, warranty, covenant or agreement contained in this Agreement from the occurrence of a single event. (d) For all purposes of this Agreement, “Damages” shall be net of any insurance paid to the Deductible and Indemnified Person from insurance policies in connection with the Capfacts giving rise to the right of indemnification. The Indemnified Person shall use commercially reasonable efforts to collect any amounts available under any such applicable insurance policies. If an Indemnified Person receives an amount under insurance coverage with respect to Damages at any time subsequent to any indemnification provided by an Indemnifying Person, then such Indemnified Person shall promptly reimburse the Indemnifying Person for any payment made or expense incurred by such party in connection with providing such indemnification up to such amount received by the Indemnified Person.

Limitations on Indemnification. Rights to indemnification hereunder are subject to the following limitations: (a) Notwithstanding anything in this Agreement The Parties shall not be entitled to the contrary, (a) Seller will not have any liability under Section 8.02(c) (other than indemnification hereunder with respect to a breach Seller Indemnifiable Claim or Buyer Indemnifiable Claim, as the case may be (either of any of the a 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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) Indemnifiable Claim or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or SellerBuyer Indemnifiable Claim, as the case may be, may recover an "INDEMNIFIABLE CLAIM") (or, if more than one Indemnifiable Claim is asserted, with respect to all Indemnifiable Claims) unless the entire aggregate amount of Damages with respect to such Losses Indemnifiable 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 only of the indemnification payment by the Party entitled to receive the indemnification payment. All such indemnification payments shall be made to the Deductible accounts and in the Capmanner specified in writing by the Party entitled to receive such indemnification payments.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrarycontrary but subject to Section 11.3(g), in no event shall the aggregate indemnification obligations of (i) the Seller under Section 11.2(a)(i) (other than Seller Fundamental Representations) and Section 11.2(a)(iii) (other than Company Fundamental Representations) exceed $25,000,000, (aii) Seller will not have any liability the Buyer under Section 8.02(c11.2(b)(i) exceed an amount equal to $25,000,000; and (iii) the Seller with respect to all other indemnification obligations under Section 11.2(a) not covered by the limitation in clause (i) above, exceed an amount equal to $100,000,000 (each of the amounts set forth in (i), (ii) and (iii), a “Cap”). (b) Notwithstanding anything in this Agreement to the contrary but subject to Section 11.3(g), other than with respect to a breach of any of the Seller Specified Representations) unless Fundamental Representations and the aggregate liability Company Fundamental Representations (which shall not be subject to the limitations contained in this Section 11.3(b)), no indemnification claims 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered shall be asserted by the Seller Indemnitees thereunder or the Buyer Indemnitees, respectively, under Article 11 unless (x) any such individual Loss or group or series of related Losses exceeds $100,000 (such Loss or group or series of related Losses that does not exceed $100,000, the Deductible, and then only to the extent of such excess“DeMinimis Losses”), and (iiy) Acquiror’s the aggregate liability amount of such Losses that would otherwise be payable under Section 8.01(c11.2(a) (other than with respect to a breach of and 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 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)11.2(b), unless respectively (which shall not include for such Loss exceeds $25,000, and purposes DeMinimis Losses or 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to excluded from any of the limitations contemplated set forth 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. (b) For purposes of Sections 8.01(c) and 8.02(c11.3(b)), any qualification in any such representation exceeds $2,500,000 (the “Deductible Amount”), whereupon the Seller Indemnitee 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 Acquiror or SellerBuyer Indemnitee, as the case may be, shall be entitled to receive only amounts for Losses (which shall not include for such purposes DeMinimis Losses) in excess of the Deductible Amount, in which case, the Seller Indemnitee or the Buyer Indemnitee, as the case may recover be, shall be entitled to indemnification for the entire amount of such Losses Losses, subject only to the Deductible applicable Cap. (c) Under no circumstances shall any Indemnitee be entitled to be indemnified for special, consequential, multiple of earnings, indirect, punitive or other similar damages, including lost profits, lost revenues, business interruptions, or loss of business opportunity or reputation. The party seeking indemnification under this Article 11 shall use all commercially reasonable efforts to mitigate any Loss which forms the basis of an indemnification claim hereunder. (d) No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant or condition specifically waived in writing by another party hereto on or prior to the Closing, (ii) any Losses with respect to any matter if such matter was included in the calculation of the adjustment to the Estimated Purchase Price pursuant to Section 2.3 (to the extent so included) or (iii) for any Losses for which a Claims Notice was not duly delivered prior to the First Cut-Off Date or the Second Cut-Off Date, as applicable. (e) If it is determined that a party hereto breached a representation and warranty contained in this Agreement which contained a materiality qualifier, all Losses shall be calculated as if the materiality and similar qualifiers contained in such representations and warranties were eliminated and the CapIndemnitee shall be entitled to recover the Losses relating to both the material and immaterial aspects thereof. For the avoidance of doubt, no materiality qualifier shall be used by the Seller as a deductible against the Buyer in calculating any Losses. (f) For the avoidance of doubt, the limitations set forth in this Section 11.3 shall not apply to fraudulent misrepresentation. (g) The limitations in Section 11.3(a) and Section 11.3(b) shall not apply in respect of the indemnification obligations of the Seller in Section 11.2(a)(v) and the indemnification obligations of the Seller related to a breach of a representation and warranty in Section 5.12 (Tax Matters). (h) The indemnification obligations of the Seller in Section 11.2(a)(v) shall expire sixty (60) days after the expiration of the last to expire of any time within which an assessment, reassessment or similar document may be issued under any applicable Law with respect to any Tax period which is relevant in determining any liability under this Agreement with respect to Tax matters.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (a) Seller The Sellers will not have any liability under Section 8.02(c) (other than no Liability with respect to a breach the matters described in Section 10.1(a): (i) in respect of any of the Seller Specified RepresentationsLoss incurred or suffered by such Buyer Indemnitee that is not a Qualifying Loss and (ii) unless until such time as the aggregate liability for of all Qualifying Losses suffered by the Acquiror that Buyer Indemnitees thereunder may have under Section 10.1(a) exceeds $25,000,000 750,000 (the “Deductible”) and then only amount referred to the extent of such excess; in this clause (b) Seller’s aggregate liability under Section 8.02(c) (other than with respect to a breach of Sections 2.01 (Organizationii), 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 RepresentationsIndemnity Threshold”)) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only for the aggregate amount of all Qualifying Losses in excess of the Seller Indemnity Threshold; provided, however, that any claim relating to the extent of such excessSection 3.3 (authority), and 3.4 (ii) Acquiror’s aggregate liability under Section 8.01(c) conflicts), 3.8 (other than with respect title to a breach of Section 3.02 assets), 3.15 (Authorization) taxes), 3.19 (the “Acquiror Specified Representations”environmental)) will not exceed the Cap; , 3.21 (d) no party will have any liability under Section 8.01(cemployee benefits) or 8.02(c3.26 (brokers) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to or counted towards the Seller Indemnity Threshold. The Sellers’ maximum aggregate Liability with respect to the matters described in Section 10.1(a) will be limited to an amount equal to $20,000,000 (the “Seller Cap”); provided, however, that any of the limitations contemplated in this claim relating to Section 8.07 3.3 (authority), 3.4 (conflicts), 3.8 (title to assets), 3.15 (taxes), 3.19 (environmental), 3.21 (employee benefits) or be included in 3.26 (brokers) or any calculation of whether any cap covenant or similar metric was met. This Section 8.07 agreement will not apply be subject to indemnification for Taxesor counted towards the Cap, which shall but will be governed exclusively by Article IXlimited to an amount equal to the Purchase Price. (b) For purposes The Buyers will have no Liability with respect to the matters described in Section 10.2(a): (i) in respect of Sections 8.01(cany Loss incurred or suffered by such Seller Indemnitee that is not a Qualifying Loss and (ii) and 8.02(cuntil such time as the aggregate of all Qualifying Losses that Buyer Indemnitees may have under Section 10.2(a) exceeds $750,000 (the amount referred to in this clause (ii), the “Buyer Indemnity Threshold"), and then only for the aggregate amount of all Qualifying Losses in excess of the Buyer Indemnity Threshold; provided, however, that any qualification claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.8 (taxes) or 4.13 (brokers) will not be subject to or counted towards the Buyer Indemnity Threshold. The Buyers’ maximum aggregate Liability with respect to the matters described in Section 10.2(a) will be limited to an amount equal to $20,000,000 (the “Buyer Cap”); provided, however, that any such claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.8 (taxes) or 4.13 (brokers) or any covenant or agreement will not be subject to or counted towards the Buyer Cap, but will be limited to an amount equal to the Purchase Price. (c) This Section 10.4 will not apply to fraud, including any fraudulent or intentional breach of any representation or warranty as warranty. (d) In no event shall any Party be entitled to materiality recover for any Losses with respect to any matter to the extent included or Snacks Business MAE will be taken into account for purposes of determining whether reflected to such representation or warranty has been breached, but Party’s favor in the event that such representation or warranty has been determined to have been breached, such qualification Working Capital Statement as to materiality or Snacks Business MAE will thereafter be disregarded for purposes of determining the amount of Losses arising from such breach and Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Capfinally determined.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement Seller’s obligations pursuant to the contrary, provisions of Section 8.2(b) and the ability of Buyer Indemnified Parties to recover Losses thereunder are subject to the following limitations: (ai) Seller will Buyer Indemnified Parties shall not have any liability be entitled to recover under Section 8.02(c8.2(b) on any individual claim unless the Losses associated with such claim exceeds $25,000; provided that each claim, regardless of whether or not it exceeds $25,000 shall be counted toward the calculation of the Basket under Section 8.3(a)(ii). (ii) Buyer Indemnified Parties shall not be entitled to recover under Section 8.2(b) until the total amount that Buyer Indemnified Parties would recover under Section 8.2(b) exceeds $3,000,000 (the “Basket”) (other than with respect to a breach of any for breaches of the representations and warranties of Seller Specified Representationsset forth in Sections 3.1, 4.1, clause (v) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 of 4.2, 4.3, and 4.13 (the “DeductibleSeller Fundamental Representations”) or the representations and then only to the extent of such excess; warranties in Section 4.18 (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 EntitiesTaxes) (the “Seller Specified Tax Representations”)) , for which the foregoing limitation will not exceed 15% apply), and then only with respect to amounts in excess of the Final Purchase Price Basket. (iii) Buyer Indemnified Parties shall not be entitled to recover under Section 8.2(b) for any amount in excess of $50,000,000 (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any for breaches of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by representations and warranties of Seller of the Seller Indemnitees thereunder exceeds Fundamental Representations and the DeductibleTax Representations, and then only to for which the extent of such excess, and (ii) Acquiror’s aggregate liability under Section 8.01(c) (other than with respect to a breach of Section 3.02 (Authorization) (the “Acquiror Specified Representations”)) foregoing limitation 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 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 (dapply)), 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 indemnifiable Loss to the extent 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. (b) For purposes Buyer’s obligations pursuant to the provisions of Sections 8.01(cSection 8.1(b) and 8.02(cthe ability of Seller Indemnified Parties to recover Losses thereunder are subject to the following limitations: (i) Seller Indemnified Parties shall not be entitled to recover under Section 8.1(b) on any individual claim unless the Losses associated with such claim exceeds $25,000; provided that each claim, regardless of whether or not it exceeds $25,000 shall be counted toward the calculation of the Basket under Section 8.3(b)(ii). (ii) Seller Indemnified Parties shall not be entitled to recover under Section 8.1(b) until the total amount that Seller Indemnified Parties would recover under Section 8.1(b) exceeds the amount of the Basket (other than for breaches of the representations and warranties of Buyer set forth in Sections 3.2(a), clause (iv) of 3.2(b) and 3.2(d) (the “Buyer Fundamental Representations”), for which the foregoing limitation will not apply), and then only with respect to amounts in excess of the Basket. (iii) Seller Indemnified Parties shall not be entitled to recover under Section 8.1(b) for any amount in excess of the Cap (other than for breaches of the representations and warranties of Buyer Fundamental Representations, for which the foregoing limitation will not apply). (c) Notwithstanding anything herein to the contrary, Buyer Indemnified Parties and Seller Indemnified Parties, as applicable, shall not be entitled to recover under Section 8.1, Section 8.2 or Article IX, as applicable, with respect to damages consisting of business interruption or lost profits, damages computed on a multiple of earnings, book value or any similar basis that may have been used in arriving at the purchase price or that may be reflective of the equity value of the Company and indirect, special, exemplary and punitive damages, except to the extent it is paid to a third party in connection with a Third-Party Claim for which indemnification is sought pursuant to Section 8.4. (d) The representations and warranties of the parties hereto shall be read without regard to any materiality 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 a breach 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 Losses. (e) No claim for indemnification under this Article VIII for breach of any representation, warranty or covenant contained in this Agreement may be asserted pursuant to this Agreement unless such breach and Acquiror claim is asserted in writing on or Seller, as before the case may be, may recover the entire amount of such Losses subject only to the Deductible and the CapSurvival Expiration Date.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, if the Closing occurs, (ai) 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 (AuthorityAuthorization), 2.11 (Brokers), and 2.12 (Title), 2.13(a)-(c) (Wimbledon Assets)collectively, 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entities) (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 of the Seller Specified Representations) will not exceed 15% of the Final Purchase Price $5.4 million (the “Cap”); , (ciii) (iA) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any 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 Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (iiB) Acquiror’s aggregate liability under Section 8.01(c) (other than with respect to a breach of Section 3.02 (Authorization) (any of the “Acquiror Specified Representations”)) will not exceed the Cap; , and (div) no party Party will have any liability under Section 8.01(c) or 8.02(c) ), as applicable, for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (div)), unless such Loss exceeds $25,000100,000, and any Losses that are disregarded pursuant to this clause (div) will not be aggregated for purposes of the preceding clauses (ai) through (ciii); (e) neither Seller nor Acquiror will have any liability under Section 8.02(c) or Section 8.01(c), for any otherwise indemnifiable Loss to the extent 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 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 materiality, Rochas Business MAE or Snacks Business 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 materiality, Rochas Business MAE or Snacks Business Acquiror MAE will thereafter be disregarded for purposes of determining the amount of Losses arising from such breach and Acquiror or Seller, as the case may be, applicable Indemnitee may recover the entire amount of such Losses subject only to the Deductible and the Caplimitations 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 Section 8.02.

Limitations on Indemnification. (a) Notwithstanding anything Except as provided in this Agreement Section 8.04(b), none of Seller, ▇▇. ▇▇▇▇▇▇, the Shareholder, ▇▇▇▇ or Purchaser shall be required to the contrary, (a) Seller will not have any liability under Section 8.02(c) (other than with respect to a breach of indemnify 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 Persons specified in 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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) 8.02 or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller8.03, as the case may be, may recover until the entire amount of such Loss, when aggregated with all other Losses subject only 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 asserted for the Minimum Aggregate Liability Amount and all amounts in excess thereof; provided, however, that the foregoing Minimum Aggregate Liability Amount shall 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 of Seller, ▇▇. ▇▇▇▇▇▇, the Shareholder, ▇▇▇▇ or Purchaser in this Agreement or the Other Agreements, (iii) any Employee Benefit Plan Claim, (iv) any 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 Deductible extent that such Person's Losses are increased or extended by the willful misconduct, violation of Law or bad faith of such Person. (c) The Shareholder and ▇▇. ▇▇▇▇▇▇, in the Capaggregate, shall not be liable for 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 an 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. (a) Notwithstanding anything in this Agreement To the extent the Partnership Indemnified Parties are entitled to the contrary, (a) Seller will not have any liability under indemnification for Losses pursuant to Section 8.02(c9.3(a) (other than with respect for Losses related to a breach of any of the Seller Specified Representations) representations and warranties in Section 4.6), Anadarko shall not be liable for those Losses unless the aggregate liability for amount of Losses suffered by exceeds 1% of the Acquiror Indemnitees thereunder exceeds $25,000,000 sum of (i) the Cash Consideration, plus (ii) the 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) Seller’s aggregate liability under In addition, to the extent the Partnership Indemnified Parties are entitled to indemnification for Losses pursuant to Section 8.02(c) (other than with respect to a breach of Sections 2.01 (Organization9.3(a), 2.02 (Authority)Anadarko shall not be liable for such Losses that exceed, 2.11 (Brokers)in the aggregate, 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 1525% of the Final Purchase Price (Aggregate Consideration less the “Cap”); Deductible. (c) Notwithstanding Section 9.8(a) and (ib), 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) Acquiror will not have any liability under Section 8.01(c) (other than with or for claims arising from fraud, Anadarko shall be fully liable for such Losses without respect to a breach of any of the Acquiror Specified RepresentationsDeductible 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 be liable for those Losses unless the aggregate liability for amount of Losses suffered by exceeds, in the Seller Indemnitees thereunder exceeds aggregate, the Deductible, and then only to the extent of any such excess. In addition, and (ii) Acquiror’s aggregate liability under to the extent the Anadarko Indemnified Parties are entitled to indemnification for Losses pursuant to 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 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)9.2(a), unless the Partnership shall not be liable for such Loss exceeds $25,000, and any Losses that are disregarded pursuant to this clause (d) will not be aggregated for purposes exceed, in the aggregate, 10% of the preceding clauses (a) through (c); Aggregate Consideration less the Deductible. (e) neither Seller nor Acquiror will have any liability under Notwithstanding Section 8.02(c) or Section 8.01(c9.8(d), for any otherwise indemnifiable Loss to the extent such Losses the Anadarko Indemnified Parties 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 entitled to indemnification for TaxesLosses pursuant to Section 9.2(b) or for claims arising from fraud, which the Partnership shall 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 or Snacks Business MAE will be taken into account fully liable 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only without respect to the Deductible and the Caplimitations in Section 9.8(d).

Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Sellers or Buyer under Section 9.02 or Section 9.03, as applicable, shall subject to the following limitations: (a) Notwithstanding anything in No Indemnitee shall be entitled to any indemnification pursuant to Article IX with respect to any Loss resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances unless such Loss equals or exceeds $50,000 (Fifty Thousand Dollars); provided, this Agreement limitation shall not apply to any breach by any Party of a covenant that applies to any period after the contrary, Closing. (ab) Seller will not None of the Indemnitors shall have any liability or obligation to indemnify any Indemnitee under Section 8.02(c9.02(a), 9.02(b), 9.02(c)(ii), 9.02(d), 9.02(f)(i), 9.02(f)(ii), 9.02(f)(iii) (other than with respect to a breach of any of the Seller Specified Representationsand 9.02(f)(iv) and Section 9.03(a), as applicable, unless the aggregate liability amount of all Losses relating thereto for Losses suffered by which 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 Sellers or Buyer, as applicable, would, but for this Section 8.02(c) (other than with respect to a breach of Sections 2.01 (Organization9.04(b), 2.02 be liable exceeds on a cumulative basis an amount equal to $7,690,000 (Authority), 2.11 (Brokers), 2.12 (Title), 2.13(a)-(c) (Wimbledon Assets), 2.17 (Diamond Transaction), Seven Million Six Hundred and 2.16 (Wimbledon EntitiesNinety Thousand Dollars) (the “Seller Specified Representations”"Deductible")) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent such Losses exceed the Deductible. In addition, (i) the Sellers' and LEF II's aggregate liability and obligation to indemnify the Buyer Indemnified Parties under Sections 9.02(a)(ii), 9.02(c)(ii), 9.02(d), 9.02(f)(iii) and 9.02(f)(iv) (collectively, the "Limited Cap Provisions") shall in no event exceed $25,000,000 (Twenty Five Million Dollars) (the "Limited Cap") in the aggregate; (ii) the Sellers' and LEF II's aggregate liability and obligation to indemnify the Buyer Indemnified Parties under Sections 9.02(a)(i), 9.02(b), 9.02(f)(i) and 9.02(f)(ii) (collectively, the "General Cap Provisions") and the Limited Cap Provisions shall in no event exceed $96,125,000 (Ninety Six Million One Hundred and Twenty Five Thousand Dollars) (the "General Cap") in the aggregate; (iii) the Sellers' and LEF II's aggregate liability and obligation to indemnify the Buyer Indemnified Parties under Sections 9.02(e) and 9.02(f)(v) (collectively, the "Tax Cap Provisions") shall in no event exceed $4,500,000 (Four Million Five Hundred Thousand Dollars) (the "Tax Cap"); (iv) the maximum liability and obligation of any Seller (and of BMS LLC and LEF II taken together) to indemnify the Buyer Indemnified Parties (A) under the Limited Cap Provisions shall in no event exceed an amount in the aggregate equal to the product of such excessSeller's Pro Rata Portion and the Limited Matters Cap, (B) under the Limited Cap Provisions and the General Cap Provisions, taken together, shall in no event exceed an amount in the aggregate equal to the product of such Seller's Pro Rata Portion and the General Cap, (C) under the Tax Cap Provisions shall in no event exceed an amount in the aggregate equal to the product of such Seller's Pro Rata Portion and the Tax Matters Cap (which with respect to BMS LLC and LEF II taken together shall not in the aggregate exceed an amount equal to the product of BMS LLC's Pro Rata Portion of the Limited Matters Cap, the General Matters Cap or the Tax Cap (as applicable)) and (D) with respect to all matters contemplated by this Article IX shall not in the aggregate exceed an amount equal to the product of such Seller's Pro Rata Portion and the Base Purchase Price (which in the case of BMS LLC and LEF II taken together shall be equal to the product of BMS LLC's Pro Rata Portion and the Base Purchase Price); (v) each Seller and LEF II shall be a credited a portion of the Deductible equal to the product of such Seller's Pro Rata Portion and the Deductible (which in the case of BMS LLC and LEF II taken together shall be an amount equal to the product of BMS LLC's Pro Rata Portion and the Deductible); and (vi) Buyer's liability and obligation to indemnify the Seller Indemnified parties (A) under Section 9.03(a) shall in no event exceed $96,125,000 (Ninety-six Million One Hundred Twenty-five Thousand Dollars) and (B) with respect to all matters contemplated by this Article IX shall not in the aggregate exceed the Base Purchase Price. (c) Notwithstanding anything in this Article IX to the contrary and except with respect to Pre-Closing Matters, no Indemnitee shall be entitled to indemnification under Section 9.02(a)(i), 9.02(b), 9.02(f)(i), 9.02(f)(ii) or 9.03(a), as applicable, and no Indemnitor shall be liable for, any Loss suffered by any Indemnitee as a result of a breach of any particular representation or warranty set forth in Article IV, Article V or Article VI, as applicable, of this Agreement if, prior to the date hereof, such Indemnitee (i) had actual knowledge of any fact or circumstance and (ii) Acquiror’s aggregate liability under Section 8.01(c) (other than with respect to had actual knowledge that the existence of such fact or circumstance would constitute a breach of Section 3.02 the particular representation or warranty set forth in Article IV, Article V or Article VI, as applicable, of this Agreement; provided, however, that the knowledge of a Indemnitee of a fact or circumstance shall not be construed as evidence that the relevant Indemnitee had actual knowledge that the existence of such fact or circumstance would constitute a breach of a particular representation or warranty set forth in Article IV, Article V or Article VI, as applicable, of this Agreement or that such fact or circumstance was or was not appropriately reflected in the schedules; provided, further, that the Indemnitor shall have the burden of proving that, prior to the date hereof, the relevant Indemnitee (Authorization1) had actual knowledge of such fact or circumstance and (2) had actual knowledge that the “Acquiror Specified Representations”)) will existence of such fact or circumstance would constitute a breach of a particular representation or warranty set forth in Article IV, Article V or Article VI, as applicable, of this Agreement or that such fact or circumstance was or was not exceed appropriately reflected in the Cap; schedules. (d) The parties hereby agree that LEF II shall have no party will have any liability under Section 8.01(c) or 8.02(c) for any Loss arising out liabilities of any individual claim kind or nature whatsoever (including, without limitation, in respect of rights of indemnification or other payment obligations) to any Buyer Indemnified Person under this Agreement or any series of claims arising out of substantially other agreement delivered in connection with the same eventsAgreement, 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 other than as expressly set forth in Section 8.02(c) or Section 8.01(c), for any otherwise indemnifiable Loss to the extent 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 IX9.02. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. No Party, including for this purpose, the Seller, shall have the right to assert a claim for indemnity with respect to Damages, unless the aggregate amount of Damages for all Claims shall exceed US$40,000 (the “Basket Amount”), and then the indemnifying Party shall be responsible for the full amount of such Damages (including the Basket Amount) up to the maximum aggregate amount specified in Section 9.3.1 below. 9.3.1 Seller’s maximum aggregate Liability for Damages with respect to all of the matters described in Sections 9.1.1(a) and (c) will be limited to: (a) Notwithstanding anything in this Agreement to for the contraryfirst two (2) years after the Closing, twenty percent (a20%) Seller will not have any liability under Section 8.02(c) (of Qualified Purchase Price for all representations and warranties 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 Section 4.21 (the “Deductible”) and then only to the extent of such excessIntellectual Property); (b) for the first two (2) years after the Closing, an aggregate, when combined with the maximum liability in clause (a), of thirty percent (30%) of the Qualified Purchase Price for the representations and warranties in Section 4.2.1 (Intellectual Property); and (c) for the first three (3) years after the Closing, one hundred percent (100%) of the Qualified Purchase Price for the Fundamental Representations (collectively, the “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) Acquiror will not have provided, however, that any liability under Section 8.01(c) (other than with respect claim relating to a fraud, willful misconduct, or fraudulent breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered representation or warranty by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (ii) Acquiror’s aggregate liability under 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 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to any Seller’s Cap. For the avoidance of doubt, the Seller’s Cap with respect to the matters described in clause (a) above shall continue to apply to claims initiated during the two-year period. At the end of the limitations contemplated second year after the Closing, if no payments have been made and/or no legal proceedings have been initiated (unless such proceedings have been denied or withdrawn) in respect of claims under clause (a) or (b) above, the Seller’s Cap with respect to the representations and warranties in Section 4.21 (Intellectual Property) shall be reduced to twenty percent (20%) for years 3 and 4 after the Closing; provided, however, that if any payments have been made and/or legal proceedings have been initiated (unless such proceedings have been denied or withdrawn) in respect of claims under clause (a) or (b) above in an amount less than twenty percent (20%) of the Qualified Purchase Price, the reduction in the Seller’s Cap for clause (b) shall be proportionately adjusted to give a cap as close to 20% as possible; provided further, that if 10% or less of the Seller’s Cap is left, no reduction by virtue of 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 9.3.1 shall be governed exclusively made to the Seller’s Cap with respect to the representations and warranties in Section 4.21 (Intellectual Property). For the avoidance of doubt, the reductions by Article IXvirtue of this Section 9.3.1 are in addition to all reductions that shall be made to the Seller’s Cap in order to take into account the amount of any Damages actually paid for claims under Sections 9.1.1(a) and (c). At the end of the third year after the Closing, if no payments have been made and/or no legal proceedings have been initiated (unless such proceedings have been denied or withdrawn) in respect of claims under clause (c), the Seller’s Cap with respect to the Fundamental Representations shall be reduced to fifty percent (50%) for years 4, 5, 6 and 7 after the Closing; provided, however, that if any payments have been made and/or no legal proceedings have been initiated (unless such proceedings have been denied or withdrawn) in respect of claims under clause (c), no reduction of such Seller’s Cap shall occur. 9.3.2 Notwithstanding anything herein to the contrary, it is hereby agreed as follows: (a) The maximum aggregate Damages under clauses (a), (b) and (c) of Section 9.3.1 above (as may be reduced pursuant to Section 9.3.1 above, if applicable) are not cumulative, and hence the maximum aggregate Liability for Damages under each such clause shall be reduced by the amount of any and all Damages paid in respect of any and all matters described in Sections 9.1.1(a) and/or (c) and shall be determined, in each case, after taking into account all previous Damages paid in respect of any and all matters described in Sections 9.1.1(a) and/or (c), the Seller’s Cap and the survivability limitations. (b) For purposes The maximum aggregate Liability of the Seller for Damages in respect of any and all matters described in Sections 8.01(c9.1.1(a) and 8.02(cand/or (c) shall not exceed 100% (or 50%, as applicable) of the Qualified Purchase Price, except that any claim resulting from fraud by the Seller shall not be subject to such maximum aggregate Liability. 9.3.3 If the Parent and/or Buyers received insurance proceeds, indemnification, contribution payments or other reimbursements from any third party in respect of any Damage incurred by them hereunder (collectively, the “Third Parties Proceeds”), any qualification in any then the net amount of such representation or warranty as to materiality or Snacks Business MAE will Third Parties Proceeds shall 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 Acquiror or Seller, as the case may be, may recover the entire amount calculation of such Losses subject only to the Deductible and the CapDamages.

Limitations on Indemnification. (a) Notwithstanding anything With respect to any claim for indemnification, no Seller shall be liable under this Article IX for any Losses unless and until the aggregate amount of all such Losses incurred or suffered exceeds $570,000, at which time only Losses in this Agreement to the contraryexcess of $285,000 may be claimed; provided, however, (ai) Seller will this Section 9.4(a) shall not have any liability under Section 8.02(c) (other than apply 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 indemnification claims made pursuant 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 (Organization9.1(a)(ii), 2.02 (Authority), 2.11 iii) or (Brokers), 2.12 (Title), 2.13(a)-(civ) (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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, this Agreement and (ii) Acquiror’s aggregate liability under this Section 8.01(c9.4(a) shall not apply to claims for Losses arising from any breach of, or inaccuracy in, the representations and warranties contained in Sections 3.1 (Corporate Existence and Power), 3.2 (Authority to Execute and Perform Under Agreement), 3.3 (Governmental Authorization; Consents), 3.5 (Capitalization; Stockholders List), 3.14 (Brokers’ and Finders’ Fees) and 3.18 (Tax Matters) (other than with respect to a breach of Section 3.02 (Authorization) (collectively, the “Acquiror Specified Core Representations”)) will not exceed the Cap; (d) no party will have any liability under Section 8.01(c) or 8.02(c) for from any Loss arising out breach of, or inaccuracy in, any representation or warranty in the event of any individual claim (fraud committed by the Company 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to any of the limitations contemplated Sellers in the execution or performance of 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 IXAgreement. (b) For purposes In no event shall the aggregate amount of Sections 8.01(call indemnification obligations of Sellers under this Article IX exceed $9,500,000 in the aggregate; provided, however, that this Section 9.4(b) shall not apply to (and 8.02(csuch Losses shall not be counted in any determination of whether the foregoing limitation has been reached) (i) claims for Losses pursuant to Section 9.1(a)(ii), (iii) or (iv) of this Agreement or (ii) any qualification in claims for Losses arising from any such breach of, or inaccuracy in, the Core Representations or any breach of, or inaccuracy in, any 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 of fraud committed by the Company or warranty has been determined to have been breached, such qualification as to materiality any of the Sellers in the execution or Snacks Business MAE will thereafter be disregarded for purposes performance of determining the this Agreement. The aggregate amount of Losses arising from all indemnification obligations of a Seller under Section 9.1(a) shall not exceed such breach and Acquiror or Seller, as ’s Pro Rata portion of the case may be, may recover Closing Purchase Price. (c) In no event shall the entire aggregate amount of such Losses subject only to the Deductible and the Capall indemnification obligations of Sellers under Section 9.1(a)(iv) exceed $800,000.

Limitations on Indemnification. (ai) For purposes of this Agreement, the term “Core Representations” means the representations made in the following Sections of this Agreement: 3.1 (Capitalization; Status and Qualification), 3.2 (Authorization; Approval), 3.15 (Taxes), 3.16 (Employees; Benefits), 3.20 (Broker’s or Finder’s Fees), 3.21 (Representations Regarding Parent Common Stock), 4.1 (Structure; Status), 4.2 (Authority; No Conflict), 4.3 (Broker’s or Finder’s Fees), and 4.5 (Authorized Parent Common Stock). (ii) Notwithstanding anything contained in this Agreement to the contrary, : (aX) Seller will not have any liability under Section 8.02(c) (other than with respect in no event shall Stockholder or Principals be liable for Parent Losses pursuant 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) clause (i) Acquiror will not have any liability under of Section 8.01(c5.2(a) (other than with respect to a breach of any of the Acquiror Specified Representations) unless hereof until the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent amount of such excess, and (ii) Acquiror’s aggregate liability under 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 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 Parent Losses exceeds $25,000, in which case Stockholder and any Principals shall be liable for all of such Parent Losses; and (Y) in no event shall Parent be liable for Stockholder Losses that are disregarded pursuant to this clause (di) will not of Section 5.2(b) hereof until the aggregate amount of such Stockholder Losses exceeds $25,000, in which case Parent shall be aggregated liable for purposes all of such Stockholder Losses; provided, however, that 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to any of the limitations contemplated limitation contained 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 shall not apply to indemnification for Taxes, which shall be governed exclusively by Article IX. (b) For purposes of Sections 8.01(c) and 8.02(c), any qualification in any such representation Parent Losses 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 Acquiror or SellerStockholder Losses, as the case may be, may recover the entire amount arising out of such Losses subject only or resulting from fraud or any breach of a Core Representation. (iii) Notwithstanding anything contained in this Agreement to the Deductible contrary: (X) in no event shall Stockholder or Principals be liable for Parent Losses pursuant to clause (i) of Section 5.2(a) hereof in an aggregate amount in excess of $500,000 ; and (Y) in no event shall Parent be liable for Stockholder Losses pursuant to clause (i) of Section 5.2(b) hereof in an aggregate amount in excess of $500,000; provided, however, that the Caplimitation contained in this Section shall not apply to Parent Losses or Stockholder Losses, as the case may be, arising out of or resulting from fraud or any breach of a Core Representation. (iv) Notwithstanding anything contained in this Agreement to the contrary: (X) in no event shall Parent be liable for Stockholder Losses pursuant to clause (v) of Section 5.2(b) hereof in an aggregate amount in excess of $100,000; and (Y) in no event shall Parent be liable pursuant to Section 5.2(b) hereof for any out-of-pocket costs or attorneys’ fees incurred by any member of the Stockholder Group in connection with any Transaction Tax Costs.

Limitations on Indemnification. 7.4.1 Seller will not have any liability under Section 7.2.1(a) or Section 7.2.1(b) unless and until the aggregate amount of Losses incurred by the Buyer Indemnified Parties that are indemnifiable under such Sections exceeds 2% of the Purchase Price, as finally adjusted pursuant to this Agreement (athe “Deductible”) and, in such event, Buyer will be entitled to indemnification for the amount of Losses exceeding the Deductible. Seller will not be required to indemnify any Buyer Indemnified Party under Section 7.2.1(a) or Section 7.2.1(b) for an aggregate amount of Losses exceeding an amount equal to 10% of the Purchase Price. 7.4.2 Notwithstanding anything in this Agreement to the contrary, : (a) Seller the limitations on indemnification set forth in this Section 7.4 will not have any liability under Section 8.02(c) (other than with respect apply to a breach Losses related to the failure to be true and correct of any of the Seller Specified Fundamental 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to any of the limitations contemplated on indemnification set forth in this Section 8.07 or be included in any calculation of whether any cap or similar metric was met. This 7.4.1 and Section 8.07 7.4.3 will not apply to indemnification Losses related to the failure to be true and correct of the representations and warranties set forth in Section 3.29; provided, however, that in no event will Seller be required to indemnify any Buyer Indemnified Party for Taxes, which shall 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 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 Acquiror or Seller, as the case may be, may recover the entire an aggregate amount of such Losses subject only exceeding an amount equal to 50% of the Purchase Price; (c) the limitations on indemnification set forth in Section 7.4.1 will not apply with respect to any Losses that constitute Connection Agreement Losses; and (d) the limitations on indemnification set forth in Section 7.4.1 will not apply to Losses related to the Deductible failure to be true and correct of the Caprepresentations and warranties set forth in Sections 3.7 and Section 3.15. 7.4.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BUT SUBJECT TO SECTION 7.4.2, NEITHER BUYER, SELLER NOR THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE HEREUNDER TO ANY INDEMNIFIED PARTY FOR ANY (I) PUNITIVE OR EXEMPLARY DAMAGES OR (II) LOST PROFITS OR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES EXCEPT, IN THE CASE OF THIS CLAUSE (II), TO THE EXTENT SUCH LOST PROFITS OR DAMAGES ARE (X) NOT BASED ON ANY SPECIAL CIRCUMSTANCES OF THE PARTY ENTITLED TO INDEMNIFICATION (IT BEING UNDERSTOOD AND AGREED THAT NOTHING RELATING TO THE GATHERING AGREEMENT OR THE CONNECTION AGREEMENT DESCRIBED IN SECTION 5.18, INCLUDING THE ENTRY INTO SUCH AGREEMENT BY THE PARTIES THERETO SHALL CONSTITUTE SPECIAL CIRCUMSTANCES HEREUNDER) AND (Y) THE NATURAL, PROBABLE AND REASONABLY FORESEEABLE RESULT OF THE EVENT THAT GAVE RISE THERETO OR THE MATTER FOR WHICH INDEMNIFICATION IS SOUGHT HEREUNDER, REGARDLESS OF THE FORM OF ACTION THROUGH WHICH SUCH DAMAGES ARE SOUGHT, EXCEPT IN EACH CASE OF THE FOREGOING CLAUSES (I) AND (II), TO THE EXTENT ANY SUCH LOST PROFITS OR DAMAGES ARE INCLUDED IN ANY ACTION BY A THIRD PARTY AGAINST SUCH INDEMNIFIED PARTY FOR WHICH IT IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT. 7.4.4 The Indemnified Party will not be entitled to recover from an Indemnifying Party under the Transaction Documents more than once in respect of the same damage suffered. 7.4.5 Notwithstanding anything to the contrary contained herein, if either Party elects to proceed with the Closing with actual knowledge by such Party of any failure of any condition to be satisfied in its favor or the breach of any representation, warranty, agreement or covenant by the other Party, then the condition that is unsatisfied or the representation, warranty, agreement or covenant which is breached at the Closing Date will be deemed waived by such Party, and such Party shall be deemed to fully release and forever discharge the other Party on account of any and all claims, demands or charges, known or unknown, with respect to such condition, representation, warranty, agreement or covenant. 7.4.6 Seller and Buyer acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any representation, warranty, covenant or agreement contained in this Agreement or for any other claim arising in connection with or with respect to the transactions contemplated in this Agreement. As the payment of money shall be adequate compensation, Buyer and Seller waive any right to rescind this Agreement or any of the transactions contemplated hereby.

Limitations on Indemnification. (a) Notwithstanding anything Except with respect to Buyer Damages arising out of a breach of the representations under Sections 4.1(a) (Organization of the Sellers), 4.1(b) (Authorization), 4.1(g) (Assets), 4.1(i) (Employee Matters), 4.1(j) (Benefit Plans/ERISA), 4.1(n) (Tax Matters), 4.1(o) (Environmental), 4.1(s) (Immigration Matters) and 4.1(t) (Brokers’ Fees) (collectively, the “Seller Excluded Representations”), the maximum aggregate liability of the Sellers and the Principals for Buyer Damages for any matter described under Section 9.1(a) shall not exceed in the aggregate an amount that is equal to $6,000,000 (the “Cap”). The maximum aggregate liability of the Sellers and the Principals for Buyer Damages arising out of a breach of the Seller Excluded Representations shall not exceed in the aggregate an amount that is equal to $60,000,000. (b) Except with respect to Seller Damages arising out of a breach of the representations under Section 4.2(a) (Organization of the Buyer), 4.2(b) (Authorization) and 4.2(e) (Brokers’ Fees) (collectively, the “Buyer Excluded Representations”), the maximum aggregate liability of the Buyer for Seller Damages for any matter described under Section 9.2(a) shall not exceed, in the aggregate, an amount equal to the Cap. The maximum aggregate liability of the Buyer for Seller Damages arising out of a breach of the Buyer Excluded Representations shall not exceed, in the aggregate, an amount equal to $60,000,000. (c) Except with respect to Buyer Damages arising out of a breach of the Seller Excluded Representations, no Buyer Indemnified Person may bring a Claim (as hereinafter defined) and recover Buyer Damages for any matter described under Section 9.1(a) unless the amount of Buyer Damages relating to all such Claims exceeds in the aggregate $300,000 (the “Basket”), in which case the Sellers and the Principals shall thereafter, subject to the Cap, be liable for all such Buyer Damages in excess of $300,000. (d) Except with respect to Seller Damages arising out of a breach of the Buyer Excluded Representations, no Seller Indemnified Person may bring a Claim and recover Seller Damages for any matter described under Section 9.2(a) unless the amount of Seller Damages relating to all such Claims exceeds in the aggregate the Basket, in which case the Buyer shall thereafter, subject to the Cap, be liable for all such Seller Damages in excess of $300,000. (e) Neither the Buyer Indemnified Persons nor the Seller Indemnified Persons shall be entitled to recover more than once for any Damages that may have resulted from the breach of a representation, warranty, covenant or agreement contained in this Agreement from the occurrence of a single event. (f) Notwithstanding anything contained herein to the contrary, the foregoing limitations shall not apply in the case of a determination of fraud by a final and non-appealable order of judgment of a court of competent jurisdiction. (ag) Seller will not The Buyer acknowledges that in no event shall the Sellers nor the Principals have any liability under Section 8.02(c) (other than to the Buyer 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 representation, warranty or covenant under this Agreement to the extent that the Buyer had knowledge 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% as of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach date hereof by virtue of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered disclosure schedules delivered by the Seller Indemnitees thereunder exceeds the Deductible, and then only Sellers to the extent of such excessBuyer in connection with this Agreement, and (ii) Acquiror’s aggregate liability under 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) provided that Sellers shall be responsible for any Loss arising out of any individual claim (acts 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to actions by any of them on or before 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 IXClosing Date. (bh) For purposes of Sections 8.01(c) and 8.02(c), any qualification in any such representation or warranty as to All materiality or Snacks Business MAE will be taken into account for purposes of determining whether such representation or warranty has been breached, but qualifications in the event that such representation or warranty has been determined to have been breached, such qualification as to materiality or Snacks Business MAE representations and warranties will thereafter be disregarded for purposes of determining the amount of Losses arising from such breach and Acquiror a Person’s right to indemnification or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Capcalculating Damages under this ARTICLE IX.

Limitations on Indemnification. (a) Notwithstanding anything Subject to Section 9.3(f), the Indemnified Parties, as a group, may not recover any Losses pursuant to a claim under Section 9.2(a)(i), subclause (y) of Sections 9.2(a)(ii), Section 9.2(a)(iii), or Section 9.5(c), (i) unless and until the Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least $1,000,000 in Losses in the aggregate (the “Deductible”), in which case, subject to the other applicable limitations herein, the Indemnified Parties shall be entitled to recover Losses paid, incurred, suffered or sustained by the Indemnified Parties as a group in excess of the Deductible, and (ii) unless such claim or series of related claims exceeds $100,000 (the “Per Claim Threshold”), in which case, subject to the other applicable limitations herein, the Indemnified Parties shall be entitled to recover all Losses, including the Per Claim Threshold, paid, incurred, suffered or sustained by the Indemnified Parties with respect to such claim or series of related claims. For the avoidance of doubt, the limitations set forth in this Agreement Section 9.3(a) shall not apply to claims under subclause (x) of Section 9.2(a)(ii) or clauses (iv) through (ix) of Section 9.2(a), inclusive. (b) Subject to Section 9.3(f), the Indemnified Parties’ sole and exclusive source of recovery for claims under Section 9.2(a)(i), subclause (y) of Section 9.2(a)(ii), clause (z) of Section 9.2(a)(vi), Section 9.2(a)(viii), and Section 9.5(c) shall be recourse against the Indemnity Escrow Fund. For the avoidance of doubt, the limitations set forth in this Section 9.3(b) shall not apply to claims under subclause (x) of Section 9.2(a)(ii), clauses (iii), (iv), (v), (vii) and (ix) of Section 9.2(a), or clauses (x) or (y) of Section 9.2(a)(vi) and the Indemnified Parties shall, subject to the contraryother applicable limitations herein, be permitted to recover directly from the Indemnifying Parties for claims under subclause (x) of Section 9.2(a)(ii), clauses (iii), (aiv), (v), (vii) Seller will not have any and (ix) of Section 9.2(a), or clauses (x) or (y) of Section 9.2(a)(vi), in each case, only up to such Indemnifying Party’s Pro Rata Portion of such claim. (c) Subject to Section 9.3(f), the aggregate liability of each Indemnifying Party for indemnification claims recovered directly from such Indemnifying Party under Section 8.02(c9.2(a) (excluding, for the avoidance of doubt, claims recovered from the Indemnity Escrow Fund) shall be limited, in the aggregate, to a dollar amount equal to the sum of (i) the value of the Acquiror Ordinary Shares issued or issuable (including any Indemnity Escrow Shares transferred from the Escrow Agent) to such Indemnifying Party (or his, her, or its designee, assignee, transferee, or successor in interest), plus (ii) any and all amounts deducted or withheld in respect of Taxes or any Loan Repayment Amount with respect to such Indemnifying Party, plus (iii) such Indemnifying Party’s aggregate Per Share Expense Contribution. (d) The amount of any Loss payable under this Article IX by an Indemnifying Party shall be net of any amounts actually recovered by the Indemnified Party from insurance policies, net of the following: (i) third party costs and expenses (including Taxes) incurred by such Indemnified Party or its Affiliates and its and their respective Representatives in procuring such recovery; (ii) any increases in premiums or premium adjustments to the extent attributable to such recovery (applicable to any past, present or future premiums); and (iii) deductibles and other amounts incurred in connection with such recovery; provided, however that, other than with respect to a breach the Company D&O Tail Policy, the Indemnified Parties shall have no obligation to seek recovery under any insurance policies or to maintain any insurance policies for any period of any of the Seller Specified Representationstime. (e) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) and then only The Indemnified Parties shall, to the extent of such excessrequired by applicable Law, use commercially reasonable efforts to mitigate Losses indemnifiable under this Article IX; (b) Seller’s aggregate liability under Section 8.02(c) (provided, however, that, notwithstanding the foregoing or anything else herein to the contrary, other than with respect to a breach of Sections 2.01 (Organization)the Company D&O Tail Policy, 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% in no event shall any of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have Indemnified Parties be required to assert any liability under Section 8.01(c) (claim or otherwise seek recourse any against any current or former insurers, insurance policies, customers, suppliers, resellers, vendors, partners, commercial counterparties, or other than with respect to a breach Representatives of any of the Acquiror Specified RepresentationsIndemnified Parties or their respective Affiliates. (f) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only Notwithstanding anything herein to the extent contrary, nothing in this Agreement shall limit (i) the liability of an Indemnifying Party for Fraud committed by such excessIndemnifying Party or of which Fraud such Indemnifying Party had actual knowledge, and or (ii) Acquiror’s aggregate the right of Acquiror or any other Indemnified Party to pursue remedies under any Related Agreement against the parties thereto. Notwithstanding anything herein to the contrary, but subject to Section 8.3, if the Merger is not consummated, nothing in this Article IX shall limit the liability under Section 8.01(c) (other than with respect to a of any party hereto for any breach of Section 3.02 any representation, warranty, covenant or agreement contained in this Agreement, any Related Agreement (Authorization) (against the “Acquiror Specified Representations”)) will not exceed the Cap; (d) no party will have any liability under Section 8.01(cparties thereto) or 8.02(c) for any Loss arising out of certificates or other instruments executed and delivered by any individual claim (or any series of claims arising out of substantially party in connection with the same events, facts or circumstances, which will be aggregated for purposes of transactions contemplated by 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 indemnifiable Loss to the extent 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 IXAgreement. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement Claims against the R&W Insurance Policy; Cap on Losses of the Buyers Indemnified Parties and Recourse. (i) The sole recourse of the Buyer Indemnified Parties for Losses based upon, arising out of, resulting from, related to the contrary, (a) Seller will not have or by reason of any liability under Section 8.02(c) (other than with respect to a breach or inaccuracy of any of the Seller Specified Representations) unless representations and warranties of 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) Sellers (other than with respect the Sellers Fundamental Representations) shall be against the R&W Insurance Policy. (ii) The aggregate liability of the Sellers for Losses (x) pursuant to a breach each of Sections 2.01 (OrganizationSection 9.02(a)(iii), 2.02 Section 9.02(a)(v) and Section 9.02(a)(vi) shall be uncapped, and (Authorityy) pursuant to Section 9.02(a)(i), 2.11 (Brokers)Section 9.02(a)(ii) or Section 9.02(a)(iv) shall, 2.12 (Title)in the aggregate, 2.13(a)-(c) (Wimbledon Assets), 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entities) (the “Seller Specified Representations”)) will not in no event exceed 15% of the Final Purchase Price (provided, however, that the “Cap”); (caggregate liability of the Sellers for Losses pursuant to Section 9.02(a)(ii) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified RepresentationsSections 5.19(a) unless the aggregate liability for 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 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 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)5.23(a), 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 indemnifiable Loss to the extent such Losses are reflected on result from (A) any non-compliance of such Carve-Out Financial Statements with the Final Closing Adjustment Statement. Costs of defense will not be subject to Carve-Out Accounting Principles or such Carve-Out Financial Statements containing a material misstatement or omission, or (B) any non-compliance of the Specified Balance Sheet with the accounting principles set forth in Section 5.19 or such Specified Balance Sheet containing a material misstatement or omission, shall, in the aggregate, in no event exceed $5,000,000. (iii) The parties hereto acknowledge and agree that if any Buyers Indemnified Party has any indemnification claims under this Article IX, such Buyers Indemnified Party shall seek recovery with respect to such claims as follows (A) if such claim is made pursuant to Section 9.02(a)(i), first from the R&W Insurance Policy and second, to the extent the coverage under the R&W Insurance Policy has been exhausted or is otherwise unavailable, from the Sellers directly, on a joint and several basis; and (B) with respect to all other claims pursuant to Section 9.02(a), from the Sellers directly, on a joint and several basis. (iv) Notwithstanding anything to the contrary herein, the limitations contemplated set forth in this Section 8.07 or be included in any calculation of whether any cap or similar metric was met. This 9.03(a)(i), Section 8.07 will 9.03(a)(ii) and Section 9.03(a)(iii) shall not apply to indemnification for TaxesLosses to the extent arising out of, which shall be governed exclusively relating to or otherwise by Article IXvirtue of, directly or indirectly, any Fraud of the Sellers. (bv) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only Notwithstanding anything to the Deductible contrary herein, (A) the Sellers’ obligations under this Article IX with respect to Section 5.19(a) shall terminate on the one (1)-year anniversary of the date on which the Specified Balance Sheet is delivered pursuant thereto and (B) the CapSellers’ obligations under this Article IX with respect to Section 5.23(a) shall terminate on the one (1)-year anniversary of the date on which the Carve-Out Financial Statements are delivered pursuant thereto.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrarycontrary in Section 9.02 of this Agreement: (i) no Buyer Indemnitees will be entitled to any indemnification for Losses in respect of claims under Sections 9.02(a)(i) and 9.02(a)(iii) if, (a) Seller will not have any liability under Section 8.02(c) (other than with respect to any individual item of Loss (or, in the case of a breach series of any related items of Loss, the aggregate thereof), the Loss is less than $25,000 (the “Minor Claims Threshold”); provided, however, that the Minor Claims Threshold will not apply to Losses resulting from breaches of the Seller Specified RepresentationsFundamental Representations or from breaches of the representations and warranties set forth in Section 4.08 (Tax Matters); (ii) (A) no Buyer Indemnitees will be entitled to any indemnification for Losses in respect of claims under Sections 9.02(a)(i) and 9.02(a)(iii) unless the aggregate liability for of all such Losses suffered by (excluding claims that do not exceed the Acquiror Indemnitees thereunder exceeds Minor Claims Threshold) would exceed on a cumulative basis an amount equal to $25,000,000 937,500 (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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent such Losses exceed the Deductible; provided, however, that (x) notwithstanding the foregoing, as a further limitation and still subject to the Deductible, no Buyer Indemnitees will be entitled to seek indemnification as provided in Item 2 of such excess, Part B of Exhibit C and (iiy) Acquiror’s aggregate liability the Deductible will not apply to Losses resulting from breaches of the Fundamental Representations or from breaches of the representations and warranties set forth in Section 4.08 (Tax Matters); (B) no Buyer Indemnitees will be entitled to any indemnification for Losses in respect of claims under Section 8.01(c9.02(a)(vi) (other than with respect to matters described in Item 4 of Part C of Exhibit C unless the aggregate of all such Losses would exceed on 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 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 cumulative basis an amount equal to $25,000750,000, 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 indemnifiable Loss then only to the extent such Losses are reflected on exceed $750,000; and (iii) Seller’s aggregate liability in respect of claims to indemnify any Buyer Indemnitee for Losses pursuant to: (A) Section 9.02(a)(i) (other than in respect to Losses resulting from the Final Closing Adjustment Statement. Costs breach of defense the Fundamental Representations), Section 9.02(a)(ii), Item 3 of Part C of Exhibit C and Item 4 of Part C of Exhibit C will not exceed, in the aggregate, the Applicable Cap (provided, however, to the extent that Losses are taken into account in reducing the Applicable Cap in accordance with clauses (b)(iii), (b)(iv), (c)(iii) or (c)(iv) of the definition thereof, such Losses shall not also be subject applied against the Applicable Cap and its availability for purposes of determining remaining availability thereof); (B) Section 9.02(a)(i), to any the extent consisting of Losses resulting from the breach of the Fundamental Representations, and Section 9.02(a)(iv) will not exceed in the aggregate (together with all other Losses incurred or paid by Seller under this Agreement or received by Buyer from Escrow Funds), the Aggregate Cap; (C) Item 1 of Part C of Exhibit C will not exceed in the aggregate the amount set forth therein. (D) Item 2 of Part C of Exhibit C will not exceed in the aggregate the amount set forth therein; (E) Sections 9.02(a)(iii) and 9.02(a)(v) will not exceed in the aggregate, the amount equal to the Intermediate Cap; provided, however, that (x) none of the limitations contemplated set forth in this Section 8.07 (E) will apply in the case of fraud or be included criminal or willful misconduct, and (y) in any calculation of whether any cap or similar metric was met. This Section 8.07 no event will not apply Seller’s aggregate liability under this Article IX exceed, subject to indemnification for Taxesthe other limitations set forth herein and on Exhibit C hereof, which shall be governed exclusively by Article IXthe Aggregate Cap. (b) For purposes From and after the Closing (but subject in all cases to the terms and conditions and limitations of Sections 8.01(c) this Article IX and 8.02(cExhibit C hereof), any qualification indemnification of the Buyer Indemnitees for which Seller is liable hereunder will be effected,first, to the full extent of any amounts then remaining in the Indemnification Escrow Fund, by a payment made from the Indemnification Escrow Account in accordance with the terms of the Escrow and Paying Agent Agreement and, to the extent the remaining Escrow Funds are insufficient, directly from Seller. (c) Notwithstanding any other provision of this Agreement to the contrary, Seller will have no obligation to indemnify any of the Buyer Indemnitees from and against any Taxes of any Person that are attributable to (i) any Post-Closing Tax Period (or any other Losses directly related to any such Taxes), except to the extent arising solely from a breach of the representation or warranty as made by Seller in Sections 4.08(d), 4.08(h), 4.08(i)(A) or 4.08(m), (ii) Taxes of any Person other than the Company or any of its Subsidiaries that are attributable to materiality any lease, loan, or Snacks Business MAE similar agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business on or prior to the Closing Date, (iii) any transaction involving the Company or any of its Subsidiaries that is outside the ordinary course of business and occurs on the Closing Date after the Closing, (iv) any taxable income or gain recognized by the Company or any of its Subsidiaries that is attributable to the purchase of the Shares pursuant to this Agreement (including, without limitation, the manner in which Buyer finances such purchase), or (v) any breach by Buyer of Section 7.03(f), Section 7.03(g), or Section 7.03(j). (d) All payments under Sections 9.02 and 9.03 will be taken treated by the parties as an adjustment to the Purchase Price for all relevant Tax purposes. (e) The amount of any and all Losses under this Article IX will be determined net of (i) any amounts actually received by any Indemnified Party under or pursuant to any insurance coverage, indemnity, reimbursement arrangement, Contract or other arrangement (collectively, “Alternate Arrangements”), net of any costs incurred in connection with the collection thereof, including deductibles and (ii) any Tax detriment or Tax benefit actually realized with respect to such Losses as and to the extent realized during the Tax Survival Period. For the avoidance of doubt, if a net Tax benefit is realized during the Tax Survival Period with respect to a Loss after an indemnity payment has been made, the Indemnified Party will promptly pay over that value of such net Tax benefit. The amount of Tax detriment or Tax benefit actually realized will be determined by comparing the Indemnified Party’s cumulative liability for Taxes without taking into account the relevant Loss with the Indemnified Party’s cumulative liability for purposes Taxes taking into account the relevant Loss (and for such purpose, any deductions associated with such Loss will be treated as the last item of determining whether deduction). In any case where an Indemnified Person recovers under any Alternative Arrangement, any amount in respect of a matter for which such representation Indemnified Person was indemnified pursuant to this Article IX (either by Seller or warranty has been breachedfrom Escrow Funds), but such Indemnified Person will promptly pay over to the Indemnifying Person an amount equal to the lesser of (A) the actual amount received under such Alternative Arrangements, net of any costs incurred in connection with the collection thereof, including deductibles, and (B) the actual amount of the indemnification payment previously paid by or on behalf of the Indemnifying Person (either by Seller or from Escrow Funds) with respect to such Losses. Each Indemnified Person will make such commercially reasonable efforts to collect amounts available under Alternative Arrangements and realize any Tax Benefit; provided, however, that satisfying such obligation will not be a condition to, or a limitation on, any party’s indemnification rights under this Article IX, except with respect to any indemnification by Seller for Item 3 of Part C of Exhibit C and Item 4 of Part C of Exhibit C for which each Indemnified Person is required to use commercially reasonable efforts to collect all amounts under any Alternative Arrangements. In the event that an Indemnifying Party makes any payment to any Indemnified Party for indemnification for Item 3 of Part C of Exhibit C hereof or for Item 4 of Part C of Exhibit C hereof for which such representation Indemnified Party could have collected on a claim under any Alternative Arrangement, the Indemnifying Party will be entitled to pursue claims and conduct litigation on behalf of such Indemnified Party and any of its successors, to pursue and collect on any indemnification or warranty has been determined other remedy available to have been breachedsuch Indemnified Party thereunder with respect to such claim and generally to be subrogated to the rights of such Indemnified Party. Except pursuant to a settlement agreed to by the Indemnifying Party, such qualification as the Indemnified Party will not waive or release any contractual right to materiality recover under any Alternative Arrangement for Item 3 of Part C of Exhibit C hereof or Snacks Business MAE for Item 4 of Part C of Exhibit C hereof any loss subject to indemnification hereby without the prior written consent of the Indemnifying Party. (f) In no event will thereafter Buyer Indemnitees be disregarded entitled to recover or make a claim for purposes any amounts in respect of determining the amount of Losses arising from such breach and Acquiror consequential, incidental or Sellerpunitive damages, as except in the case may be, may recover the entire amount of such Losses subject only fraud or criminal misconduct and except to the Deductible and extent such damages were actually awarded, paid or incurred in a Third-Party Claim. (g) Notwithstanding anything herein to the Cap.contrary, no party will be entitled to indemnification under this Article IX with respect to any claim for Losses to the extent that the

Limitations on Indemnification. (a) Notwithstanding anything other provisions of this Article VII, except in this Agreement the case of Fraud, the Buyer Indemnified Parties, as a group, may not recover any Losses pursuant to the contrary, (a) Seller will not have any liability an indemnification claim under Section 8.02(c) (other than with respect to a breach of any of the Seller Specified Representations7.2(a)(i) unless and until the Buyer Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least $55,000 in Losses in the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “DeductibleDeductible Amount”) 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) (in which case the “Seller Specified Representations”)) will not exceed 15% Buyer Indemnified Parties shall be entitled to recover only those Losses in excess of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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 indemnifiable Loss to the extent 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 IXDeductible Amount. (b) For purposes Subject to Section 7.3(c), and except in the case of Sections 8.01(cFraud, the Sellers’ liability for indemnification claims under Section 7.2(a)(i) shall be limited to an aggregate amount equal to the Indemnity Escrow Amount. (c) Subject to the other provisions and limitations in this Article VII, any Losses with respect to the following indemnification claims of the Buyer Indemnified Parties shall be satisfied as follows: (i) With respect to Losses for claims under Section 7.2(a)(i), (A) first, by recovery from the Indemnity Escrow Amount; (B) second, to the extent coverage is available, by the use of commercially reasonable efforts to seek recovery from the RWI Policy; and (C) third, to the extent that recovery from the RWI Policy is not available due to lack of availability or depletion of coverage solely as a result of payments made for Losses pursuant to Section 7.2(a)(ii)(B), Section 7.2(a)(iv), or Section 7.2(a)(vi), by recovery directly against Holdco or the Holders (jointly and severally as between Holdco and the Holders, and severally (but not jointly) as between the Holders in accordance with their respective Pro Rata Portion). (ii) With respect to Losses for claims under Section 7.2(a)(ii), Section 7.2(a)(iv), Section 7.2(a)(vi), Section 7.2(b)(i) and 8.02(cSection 7.2(b)(iii), (A) first, by recovery from the Indemnity Escrow Amount; (B) second, to the extent coverage is available, by the use of commercially reasonable efforts to seek recovery from the RWI Policy; and (C) third, (1) with respect to claims under Section 7.2(a)(ii), Section 7.2(a)(iv) and Section 7.2(a)(vi) by recovery directly against Holdco or the Holders (jointly and severally as between Holdco and the Holders, and severally (but not jointly) as between the Holders in accordance with their respective Pro Rata Portion; and for the avoidance of doubt, there shall not be any qualification requirement that the Buyer Indemnified Parties first seek indemnification from Holdco prior to proceeding with an indemnification claim against the Holders) and (2) with respect to claims under Section 7.2(b)(i) and Section 7.2(b)(iii) directly against the applicable Holder; provided, however, that in no event shall the liability of (A) Holdco for any such Losses exceed the amount of Total Consideration received by Holdco (including from the Escrow Amounts and any Post-Closing Consideration in each case, prior to the withholding of Taxes) or (B) any Holder for any such Losses exceed the amount of Total Consideration received by such Holder (including any funds from the Escrow Amounts and any Post-Closing Consideration, in each case, prior to the withholding of Taxes), which such Total Consideration amounts shall not be double counted; provided, if such Losses are in respect of Fraud, there shall be no limitation on the liability hereunder of any Holder who committed such Fraud. (iii) With respect to Losses for claims under Section 7.2(a)(iii) or Section 7.2(a)(v), directly against Holdco or the Holders (jointly and severally as between Holdco and the Holders, and severally (but not jointly) as between the Holders in accordance with their respective Pro Rata Portion; and for the avoidance of doubt, there shall not be any requirement that the Buyer Indemnified Parties first seek indemnification from Holdco prior to proceeding with an indemnification claim against the Holders); provided, however, that in no event shall the liability of (A) Holdco for any such Losses exceed the amount of Total Consideration received by ▇▇▇▇▇▇ (including from the Escrow Amounts and any Post-Closing Consideration in each case, prior to the withholding of Taxes) or (B) any Holder for any such Losses exceed the amount of Total Consideration received by such Holder (including any funds from the Escrow Amounts and any Post-Closing Consideration, in each case, prior to the withholding of Taxes). (iv) With respect to Losses for claims under Section 7.2(a)(vii), directly against Holdco or the Holders (jointly and severally as between Holdco and the Holders, and severally (but not jointly) as between the Holders in accordance with their respective Pro Rata Portion, provided that there shall be no limitation on liability hereunder of Holdco or any Holder with respect to such Losses; and for the avoidance of doubt, there shall not be any requirement that the Buyer Indemnified Parties first seek indemnification from Holdco prior to proceeding with an indemnification claim against the Holders). (v) With respect to Losses for claims under Section 7.2(b)(ii), directly against the applicable Holder, in which case the liability of Holder shall be limited to the amount of Total Consideration received by such Holder (including from the Escrow Amounts and any Post-Closing Consideration in each case, prior to the withholding of Taxes), which such Total Consideration amounts shall not be double counted. (d) Each Seller acknowledges and agrees that with respect to any Losses determined to be payable pursuant to this Article VII that Buyer has the right to recover directly from Holdco pursuant to the foregoing provisions, Buyer may elect to recover such Losses by offsetting such Losses against any Earnout Payment that becomes payable to Holdco pursuant to Section 1.4 rather than recovering directly from Holdco, subject to the limitations set forth in this Article VII. (e) For the avoidance of doubt, nothing in this Article VII will in any way inhibit the Buyer Indemnified Parties from obtaining any remedies such representation Buyer Indemnified Parties may have under the RWI Policy. (f) For the avoidance of doubt, the obligation to attempt to seek recovery under the RWI Policy is not a precondition to the submission of an Indemnification Claim Notice. (g) Notwithstanding anything to the contrary elsewhere in this Agreement, no party shall, in any event, be liable to any other Person for any punitive damages, except to the extent recovered by, paid or payable to a third party in connection with a Third Party Claim. Nothing in this Agreement shall in any way restrict or limit the general obligation at Law (including under Delaware common law) of a Buyer Indemnified Party or a Holdco Indemnified Party to mitigate any Loss it may suffer or incur by reason of a breach of any representation, warranty as or covenant set forth in this Agreement. Any liability for indemnification under this Article VII shall be determined without duplication of recovery. Payments by an Indemnified Party in respect of any Loss shall be reduced by any amounts actually received from any insurance policy or third parties (net of all reasonable costs and expenses of recovery) by an Indemnified Party in respect of such claim. (h) Buyer acknowledges and agrees that the sole and exclusive remedy for the Buyer Indemnified Parties with respect to materiality any and all claims for any breach of any representation, warranty, covenant, agreement or Snacks Business MAE obligation set forth herein, for any of the other matters set forth in Section 7.2 or otherwise resulting from or arising out of this Agreement or the Transactions will be pursuant to the indemnification provisions set forth in this Article VII and the Support Agreement; provided, that the foregoing clause of this sentence shall not be deemed a waiver by any party of (i) any right to specific performance or injunctive relief, (ii) any right or remedy of a party under any Related Agreement to which it is party, (iii) recovery under the RWI Policy, or (iv) Buyer’s right to recover any Losses determined to be due and owing by Holders or Holdco pursuant to this Article VII from any Earnout Payment that becomes payable pursuant to Section 1.4. Subject to the other limitations contained herein, the obligations of the Sellers under this Article VII shall not be reduced, offset, eliminated or subject to contribution by reason of any action or inaction by the Company prior to the Closing that contributed to any inaccuracy or breach giving rise to such obligation, it being understood that the Sellers, not the Company, shall have the sole obligation for the indemnification obligations under this Article VII. (i) No Buyer Indemnified Party shall make any claim for indemnification under this Article VII in respect of any Loss that is specifically 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 calculation of determining the amount of Losses arising from such breach and Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the CapClosing Cash Consideration.

Limitations on Indemnification. (a) The 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 excess of the Threshold, subject to the 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, (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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 inaccuracy or breach of any representation or warranty for purposes of Section 5.2(a), and for purposes of calculating the amount of Losses arising 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) Any Loss subject to 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 Acquiror or Sellerto the extent that such Loss is reflected as a Liability on the Final Closing Balance Sheet and included in the Closing Working Capital calculation, as the case may be, may recover the entire amount there shall be no recovery of such Losses subject only 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 V will be: (i) first, satisfied from the Escrow Fund (to the Deductible 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 CapCap and Threshold shall not apply to, any Losses arising out of Sections 5.2(b)-(e) herein; provided, the aggregate liability of the Seller Indemnifying Parties for Losses arising out of Sections 5.2(b)-(e) herein will not exceed the Purchase Price, including the aggregate value on the Effective Date of the Buyer Shares (the "Full Purchase Price"), except for Losses arising out of Section 5.2(e), for which there shall be no limit or cap on the aggregate liability of the Seller Indemnifying Parties.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement To the extent the Partnership Indemnitees or the Western Indemnitees are entitled to the contrary, (a) Seller will not have any liability under indemnification for Damages pursuant to Section 8.02(c8.2(a) (other than with respect to a breach but not including Damages for breaches of any of the Seller Specified Fundamental Representations) or Section 8.1(a) (but not including Damages for breaches of Partnership Fundamental Representations), respectively, Western or the Partnership, as the case may be, shall not be liable for those Damages unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder amount of Damages exceeds $25,000,000 3,600,000 (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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of any such excess; provided, and however, that no indemnified party shall submit a claim for indemnification to the indemnifying party unless the Damages in respect of such claim (iior series of related claims) Acquiror’s aggregate liability under exceeds $50,000 (each such claim (or series of related claims) with Damages that does not exceed $50,000, a “De Minimis Claim”) until the amount of all De Minimis Claims exceeds $250,000 in the aggregate, after which all De Minimis Claims shall be applied to the Deductible from the first dollar (not just the amount in excess of $250,000); provided, further, that Western or the Partnership shall not be liable for Damages pursuant to Section 8.01(c8.2(a) (other than with respect to a breach but not including Damages for breaches of Fundamental Representations) or Section 3.02 8.1(a) (Authorization) but not including Damages for breaches of Partnership Fundamental Representations), respectively, that exceed, in the aggregate, $36,000,000 (the “Acquiror Specified RepresentationsCap”)) 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 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 indemnifiable Loss to the extent 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. (b) For purposes Notwithstanding clause (a) above, to the extent the Partnership Indemnitees or the Western Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes (including, without limitation, in the case of Sections 8.01(c) and 8.02(cthe Partnership Indemnitees, Damages for breach of the representations or warranties in Section 3.13), any qualification in any such representation Western 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 Acquiror or SellerPartnership, as the case may be, may recover the entire amount of shall be fully liable for such Losses subject only Damages without regard to the Deductible or the Cap. For the avoidance of doubt, Western shall be fully liable for Damages pursuant to Sections 8.2(b) or 8.2(c) and for breaches of Fundamental Representations without regard to the Deductible or the Cap and the Partnership shall be fully liable for Damages pursuant to Sections 8.1(b) or 8.1(c) and for breaches of Partnership Fundamental Representations without regard to the Deductible or the Cap.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement The Assignors shall not be obligated to the contrary, (a) Seller will not have pay any liability amounts for indemnification under Section 8.02(c6.1(a) (other than with in respect to a breach of any Loss (except those based upon, arising out of the Seller Specified Representations) unless the aggregate liability or otherwise in respect of a matter 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 which indemnification is available 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 Entities6.1(b) (the “Seller Specified Representations”)) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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"Basket Exclusions")), unless until the aggregate amounts of such Loss exceeds Losses, exclusive of those based on the Basket Exclusions, equals $25,000200,000 (the "Basket Amount"), and any whereupon the Assignors shall be obligated to pay in full the amount of all such Losses that are disregarded pursuant to this clause (d) will not be aggregated for purposes in excess 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 indemnifiable Loss to the extent 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 IXBasket Amount. (b) For purposes of Sections 8.01(cThe Assignors and Rockwood shall be obligated to pay any amounts for indemnification based on the Basket Exclusions in accordance with Section 6.1(a) and 8.02(c6.1(b) without regard to whether all other indemnification payments shall have exceeded, in the aggregate, the Basket Amount. (c) The Assignors shall not be obligated to make any payment for indemnification under Section 6.1(a) to the extent that such payment, together with all prior indemnifications made by the Assignors under Section 6.1(a) in respect of Losses that are not Basket Exclusions exceeds Twenty Million Dollars ($20,000,000). (d) Except in the case of fraud, no claim for indemnification shall be made unless notice thereof shall have been delivered to the indemnifying party 31 30 (i) in the case of a claim under 6.1(a), any qualification 6.1(b)(i) (with respect to representations and warranties contained in any such representation Sections 3.2(m) or warranty as (n)), 6.1(b)(ii)-(iv), or 6.2, on or prior to materiality the first anniversary of the Closing Date or Snacks Business MAE will be taken into account for purposes of determining whether such representation or warranty has been breached, but (ii) in the event that such representation case of a claim under Section 6.1(b)(i) (with respect to representations and warranties contained in Section 3.2(d)) or warranty has been determined to have been breached6.1(b)(v), such qualification as to materiality on or Snacks Business MAE will thereafter be disregarded for purposes of determining the amount of Losses arising from such breach and Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only prior to the Deductible and fifth anniversary of the CapClosing Date.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (a) The Seller will not have any liability under Section 8.02(c) (other than no Liability with respect to a breach the matters described in Section 7.1(a): (i) in respect of any of the Seller Specified Representations) unless the aggregate liability for Losses Loss incurred or suffered by the Acquiror Buyer Indemnitee that is not a Qualifying Loss and (ii) until such time as the aggregate of all Qualifying Losses that Buyer Indemnitees thereunder may have under Section 7.1(a) exceeds $25,000,000 CDN$37,500 (the “Deductible”) and then only amount referred to the extent of such excess; in this clause (b) Seller’s aggregate liability under Section 8.02(c) (other than with respect to a breach of Sections 2.01 (Organizationii), 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 RepresentationsIndemnity Threshold”)) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only for the aggregate amount of all Qualifying Losses in excess of the Seller Indemnity Threshold; provided, however, that any claim relating to the extent of such excessSection 3.3 (authority), and 3.4 (ii) Acquiror’s aggregate liability under Section 8.01(c) conflicts), 3.7 (other than with respect title to a breach of Section 3.02 assets), 3.13 (Authorization) taxes), 3.17 (the “Acquiror Specified Representations”)) will not exceed the Cap; (d) no party will have any liability under Section 8.01(cenvironmental) or 8.02(c3.20 (brokers) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (d)), unless such Loss exceeds $25,000, and any Losses that are disregarded certificate delivered pursuant to this clause (dSection 5.1(b)(vi) 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to or counted towards the Seller Indemnity Threshold. The Seller’s maximum aggregate Liability with respect to the matters described in Section 7.1(a) will be limited to an amount equal to CDN$1,000,000 (the “Seller Cap”); provided, however, that any of claim relating to Section 3.3 (authority), 3.4 (conflicts), 3.7 (title to assets), 3.13 (taxes), 3.17 (environmental) or 3.20 (brokers), the limitations contemplated in this certificate delivered pursuant to Section 8.07 5.1(b)(vi) or be included in any calculation of whether any cap covenant or similar metric was met. This Section 8.07 agreement will not apply be subject to indemnification for Taxesor counted towards the Seller Cap, which shall but will be governed exclusively by Article IXlimited to an amount equal to the Purchase Price. (b) For purposes The Buyer will have no Liability with respect to the matters described in Section 7.2(a): (i) in respect of Sections 8.01(cany Loss incurred or suffered by the Seller Indemnitee that is not a Qualifying Loss and (ii) and 8.02(cuntil such time as the aggregate of all Qualifying Losses that Buyer Indemnitees may have under Section 7.2(a) exceeds CDN$37,500 (the amount referred to in this clause (ii), the “Buyer Indemnity Threshold”), and then only for the aggregate amount of all Qualifying Losses in excess of the Buyer Indemnity Threshold; provided, however, that any qualification claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.8 (taxes) or 4.13 (brokers) will not be subject to or counted towards the Buyer Indemnity Threshold. The Buyer’s maximum aggregate Liability with respect to the matters described in Section 7.2(a) will be limited to an amount equal to CDN$1,000,000 (the “Buyer Cap”); provided, however, that any such claim relating to Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.8 (taxes) or 4.13 (brokers) or any covenant or agreement will not be subject to or counted towards the Buyer Cap, but will be limited to an amount equal to the Purchase Price. (c) This Section 7.4 will not apply to fraud, including any fraudulent or intentional breach of any 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Capwarranty.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement A Party may assert a claim for indemnification under Section 9.2(a)(ii) or Section 9.2(b)(ii), as the case may be, only to the contraryextent the Indemnitee gives notice of such claim to the Indemnifying Party prior to the expiration of the applicable time period set forth in Section 9.1. Any claims pursuant to Section 9.2(a)(i) or Section 9.2(b)(i) must be asserted within one year following the Closing Date. Any claim for indemnification not made in accordance with Section 9.3 by a Party on or prior to the applicable date set forth in Section 9.1 or this Section 9.4(a), and the other Party’s indemnification obligations with respect thereto, will be irrevocably and unconditionally released and waived. (ab) Notwithstanding any other provision of this Article IX: (i) Seller will not have any liability indemnification obligations for Indemnifiable Losses under Section 8.02(cSections 9.2(a)(i) and 9.2(a)(ii) (other A) for any individual item where the Loss relating thereto is less than with $25,000 and (B) in respect of each individual item where the Loss relating thereto is equal to a breach of any of the Seller Specified Representations) or greater than $25,000, unless the aggregate liability for amount of all such Losses suffered by exceeds 1% of the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) Purchase Price, and then only to the extent of such excess; and (bii) Seller’s in no event will the aggregate liability indemnification to be paid by Seller under Sections 9.2(a)(i) and 9.2(a)(ii) exceed 50% of the Purchase Price. Notwithstanding the foregoing, (x) the limitations set forth in 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”)9.4(b)(i) will not exceed 15% apply to claims asserted by Buyer for breaches of Sections 5.1, 5.2, 5.3(a), 5.8, 5.18, and 5.20, and (y) the Final Purchase Price (limitations set forth in Sections 9.4(b)(i) and 9.4(b)(ii) will not apply to claims asserted by Buyer arising from the “Cap”); intentional fraud of Seller. (c) Notwithstanding any other provision of this Article IX: (i) Acquiror Buyer will not have any liability indemnification obligations for Indemnifiable Losses under Section 8.01(cSections 9.2(b)(i) STLD01-1185616-10 MICHIGAN GAS and 9.2(b)(ii) (other A) for any individual item where the Loss relating thereto is less than with $25,000 and (B) in respect of each individual item where the Loss relating thereto is equal to a breach of any of the Acquiror Specified Representations) or greater than $25,000, unless the aggregate liability for amount of all such Losses suffered by exceeds 1% of the Seller Indemnitees thereunder exceeds the DeductiblePurchase Price, and then only to the extent of such excess, ; and (ii) Acquiror’s in no event will the aggregate liability indemnification to be paid by Buyer under Sections 9.2(b)(i) and 9.2(b)(ii) exceed 50% of the Purchase Price. Notwithstanding the foregoing, (x) the limitations set forth in Section 8.01(c9.4(c)(i) will not apply to claims asserted by Seller for breaches of Sections 6.1, 6.2, 6.3(a), 6.5, and 6.6, and (y) the limitations set forth in Sections 9.4(c)(i) and 9.4(c)(ii) will not apply to claims asserted by Seller arising from the intentional fraud of Buyer. (d) Except as otherwise expressly provided herein, no representation or warranty of either Party contained in this Agreement or in any Ancillary Agreement 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 any Ancillary Agreement, or that is disclosed in this Agreement, any Ancillary Agreement, any Schedule, or Exhibit hereto, or any certificate or other than instrument delivered in accordance with the terms hereof. (e) Notwithstanding anything contained in this Agreement to the contrary, except for the representations and warranties contained in this Agreement or in the Ancillary Agreements, neither Seller nor any other Person is making any other express or implied representation or warranty with respect to a Seller, the Business, 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 Section 3.02 (Authorization) (representation or warranty must be based solely on the “Acquiror Specified Representations”)) will not exceed representations and warranties of Seller set forth in this Agreement or the Cap; (d) no party Ancillary Agreements. In furtherance of the foregoing, except for the representations and warranties contained in this Agreement or the Ancillary Agreements, Buyer acknowledges and agrees that none of Seller, any of its Affiliates or any other Person will have any liability under Section 8.01(c) or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not 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 Business, 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 limitations Purchased Assets, the assumption of the Assumed Obligations, and the transactions contemplated in this Section 8.07 hereby (including any opinion, information, projection, 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 advice that such representation or warranty has been determined to may have been breachedor may be provided to Buyer or Buyer’s Representatives by any of Seller’s Representatives). BUYER HEREBY ACKNOWLEDGES THAT, 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V AND THE STLD01-1185616-10 MICHIGAN GAS

Limitations on Indemnification. (a) Notwithstanding anything Neither party shall be liable for consequential, punitive or indirect damages or lost profits under this Agreement. (b) Except for the matters set forth on Schedules 8.1(e) and Schedule 8.2(e), no Levy Indemnified Party or USC Indemnified Party shall be entitled to assert any right to indemnification under Section 8.1 or 8.2 of this Agreement for any single claim which is less than $5,000 (a “De Minimis Claim”) until Losses for all De Minimis Claims exceed $100,000, after which the entire amount of all Losses with respect to De Minimis Claims (including the first $100,000) shall be counted against the Basket (as defined below) and shall otherwise be subject to indemnification as provided for in this Agreement Article 8. For avoidance of doubt, the provisions of this Section 8.5(b) will only be applicable once with respect to the contraryLevy Indemnified Parties on the one hand and the USC Indemnified Parties on the other hand, (a) Seller will not have any liability under Section 8.02(c) (other than and once De Minimis Claims first exceed $100,000 with respect to a breach group, this Section 8.5(b) will be of no further effect with respect to such group. (c) Subject to Section 8.5(b), no Levy Indemnified Party or USC Indemnified Party shall be entitled to assert any right to indemnification under Section 8.1 or 8.2 of the Seller Specified Representations) unless this Agreement until the aggregate liability for amount of Losses incurred or suffered by the Acquiror Indemnitees thereunder exceeds Levy Indemnified Parties or the USC Indemnified Parties taken as a whole exceed $25,000,000 250,000 (the “DeductibleBasket”), after which there will be first dollar indemnification for the entire amount of all such Losses; provided, however, that Section 8.5(b) and then only the Basket will not apply to, and there will be first dollar indemnity for claims under Sections 4.1 and 5.1 (Organization; Power and Authority; Authorization; Due Execution; No Conflicts), Sections 4.2 and 5.2 (Title to the extent and Condition of such excess; (b) Seller’s aggregate liability under Section 8.02(cContributed Assets) (other than with respect only as it relates to a breach of Sections 2.01 (Organizationgood and unencumbered title), 2.02 Sections 4.9 and 5.9 (AuthorityTaxes), 2.11 Sections 4.12 and 5.12 (Brokers), 2.12 and those matters set forth on Schedules 8.1(e) and Schedule 8.2(e). In no event shall (Title), 2.13(a)-(ci) the USC Members (Wimbledon Assets), 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entitiesin the aggregate) be subject to indemnification liability under Section 8.1 in an amount greater than $7,500,000 (the “Seller Specified RepresentationsUSC Cap”), or (ii) will not exceed 15% of the Final Purchase Price Levy be subject to indemnification liability under Section 8.2 in an amount greater than $5,000,000 (the “Levy Cap”); provided that, with respect to those environmental matters set forth on Schedules 8.1(e), the USC Members (cin the aggregate) may be subject to indemnification liability under Section 8.1 in excess of the USC Cap in an amount up to $12,500,000, and with respect to those environmental matters set forth on Schedule 8.2(e), Levy may be subject to indemnification liability under Section 8.2 in excess of the Levy Cap in an amount up to $8,333,000; provided further that, (i) Acquiror will the USC Cap and the Levy Cap shall not have apply to any liability under Section 8.01(c) (other than with indemnification claim in respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excessparties’ pension withdrawal liability, and (ii) Acquiror’s aggregate liability under Section 8.01(c) (other than the USC Cap shall not apply to any indemnification claim with respect to a breach any tax refund claims under review as of Section 3.02 (Authorization) (the date hereof or any Liability arising from or with respect to that certain memo from ▇▇▇▇▇ ▇▇▇▇▇ to ▇▇▇▇▇ ▇▇▇▇▇▇, dated June 16, 2003, regarding “Acquiror Specified RepresentationsBuilders’ Redi-mix post close obligations.”)) will not exceed the Cap; (d) no party will have No Levy Indemnified Party or USC Indemnified Party shall be entitled to assert any liability right to indemnification under Section 8.01(c8.1(a) or 8.02(c8.2(a) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss Agreement to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to any party had knowledge of the limitations contemplated in this Section 8.07 breach of the applicable representation or be included in any calculation of whether any cap warranty at or similar metric was met. This Section 8.07 will not apply prior to indemnification for Taxes, which shall be governed exclusively by Article IXClosing. (be) For purposes To the extent that any indemnification claim is made by any Levy Indemnified Party or the Company against the USC Members, the USC Members will use their best efforts to pursue any indemnification claims the USC Members may have against third parties pursuant to the terms of Sections 8.01(c) and 8.02(c)the Prior Acquisition Agreements; provided that, no such obligation shall prevent the Levy Indemnified Parties from pursuing any qualification in indemnification claim against the USC Members. To the extent that the USC Members collect from any third party pursuant to any indemnification rights under the Prior Acquisition Agreements, such amount of the underlying indemnification claim by the Levy Indemnified Parties or the Company shall not count against the USC Cap. The USC Members agree to keep the Levy Indemnified Parties apprised of the status of 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Capindemnification action.

Limitations on Indemnification. (ai) Notwithstanding anything The provisions of Section 5.2(a) and Section 5.2(b) notwithstanding: (A) none of the Sellers shall be required to indemnify Buyer Indemnified Parties in this Agreement respect of any Losses suffered by Buyer Indemnified Parties pursuant to the contrarySection 5.2(a)(i) or Section 5.2(b)(i), (a) Seller will not have as applicable, as a result of any liability under Section 8.02(c) breach of any representation or warranty contained in ARTICLE II or ARTICLE III (other than the Fundamental Representations and the representations and warranties contained in Sections 2.11 and Section 2.23) until the aggregate amount of all such Losses suffered by Buyer Indemnified Parties exceeds $750,000 (the “Basket”) (at which point the full amount of such Losses starting with respect to dollar one, including the Basket, shall be payable); (B) in no event shall the aggregate amount of Sellers’ liabilities under Section 5.2(a)(i) and Section 5.2(b)(i) (excluding liabilities as a result of any breach of any Fundamental Representations and any representation or warranty contained in Sections 2.11 or Section 2.23) exceed twelve and half percent (12.5%) of the Seller Specified RepresentationsCash Consideration (the “General Cap”); (C) unless none of the aggregate liability for Sellers shall be required to indemnify Buyer Indemnified Parties in respect of any Losses suffered by Buyer Indemnified Parties pursuant to Section 5.2(a)(ii) until the Acquiror Indemnitees thereunder aggregate amount of all such Losses suffered by Buyer Indemnified Parties exceeds $25,000,000 the Basket (at which point only the amount of such Losses in excess of the Basket shall be payable); (D) in no event shall the aggregate amount of Sellers’ liabilities under Section 5.2(a)(i), Section 5.2(b)(i) and Section 5.2(a)(ii) (excluding liabilities as a result of any breach of any Fundamental Representations and any representation or warranty contained in Sections 2.11) exceed fifty percent (50%) of the Cash Consideration (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 “Aggregate Cap”); and (cE) (i) Acquiror will not have any liability Sellers’ indemnification obligations under Section 8.01(c5.2(a)(ii) shall terminate on the sixtieth (other than with respect to a breach of any 60th) day following the expiration of the Acquiror Specified Representationsapplicable statute of limitations. (ii) unless The Sellers shall be responsible for 100% of the aggregate liability for Losses suffered by any Buyer Indemnified Party for which indemnification is available pursuant to Section 5.2(a). For purpose of clarity, in the event of any 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 more of the Target Companies directly and (B) the Sellers shall pay 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 Indemnitees thereunder exceeds 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 DeductibleSellers’ pro rata portions are 45% for Dass, 45% for Han and then only 10% for ▇▇▇▇▇). (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 of such excessLosses constitute consequential or punitive damages, and (ii) Acquiror’s aggregate liability under Section 8.01(c) (other than with respect such items as the Buyer Indemnified Parties may be required to pay to a breach of Section 3.02 (Authorization) (the “Acquiror Specified Representations”)) will not exceed the Cap; (d) no unaffiliated third-party will have any liability under Section 8.01(c) or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (d)), unless such Loss exceeds $25,000, and any Losses that are disregarded pursuant to this clause (d) will not be aggregated for purposes as a result of the preceding clauses facts and circumstances underlying the relevant indemnification claim; (aB) through (c); (e) neither Seller nor Acquiror will have any liability under Section 8.02(c) or Section 8.01(c), for any otherwise indemnifiable Loss to the extent such Losses are reflected on included in the calculation of the Final Closing Adjustment Statement. Costs Net Working Capital or the Expense Adjustment; (C) to the extent of defense will not be subject to any net Tax benefits actually realized by the Buyer Indemnified Parties as a result of the limitations contemplated in this Section 8.07 or facts and circumstances underlying such indemnification claim (after taking into account any Tax detriments arising from indemnification hereunder and treating the applicable Tax item as the last item to 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 used by Article IX.the Buyer Indemnified Parties); (bD) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible extent of insurance proceeds actually recovered by the Buyer Indemnified Parties in connection with the facts and circumstances underlying the Caprelevant indemnification claim; and (E) to the extent of any indemnity, contribution or other similar payments and claims actually received from third-parties.

Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Agreement (subject, in each case, to Section 8.04(h)): (a) Notwithstanding anything in no Indemnifying Party’s aggregate maximum Liability under this Agreement to Article VIII shall exceed the contrary, Base Consideration; (ab) Seller will not no Indemnifying Party shall have any liability Liability under Section 8.02(c8.02(a)(i) ([Seller General Representations and Warranties other than Tax Representations] or Section 8.02(b)(i) [Purchaser Representations and Warranties], as applicable, unless (i) with respect to a breach any given claim or series of any related claims for Losses, such claim or series of related claims is in excess of $50,000 (and then for the Seller Specified Representationsfull amount of such Losses once the claim individually exceeds such amount) unless and (ii) 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability Liability for Losses suffered by the Seller Indemnitees or the Purchaser Indemnitees, respectively, thereunder exceeds the Deductiblean amount equal to $5,550,000, and then only to the extent of such excess; (c) Seller shall not have any Liability under Section 8.02(a)(i) [Seller General Representations and Warranties other than Tax Representations] in excess of $5,550,000; (d) Seller shall not have any Liability under (i) Section 8.02(a)(i) [Seller General Representations and Warranties other than Tax Representations], (ii) Section 8.02(a)(iv) [Seller Tax Representations and Warranties] and (iii) Section 8.02(a)(iii) [Indemnified Taxes] solely with respect to Indemnified Taxes described in clauses (b) and (c) of the definition of “Indemnified Taxes”, in excess of $11,100,000 in the aggregate; (e) Seller shall not have any Liability under Section 8.02(a)(vi) in excess of $9,000,000; (f) Purchaser shall not have any Liability under Section 8.02(b)(i) [Purchaser Representations and Warranties] in excess of $5,550,000; (g) neither Party shall have any Liability under this Article VIII for any item or amount taken into account in the final determination of the Purchase Price pursuant to Section 2.04; and (h) the limitations set forth in (i) this Section 8.04 shall not apply with respect to any claims for Fraud and (ii) Acquiror’s aggregate liability under Section 8.01(c8.04(b), Section 8.04(c), and Section 8.04(d) (other than shall not apply with respect to a any 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) of, or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) and 8.02(c)inaccuracy in, 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the CapFundamental Representations.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement To the extent that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 8.1(a), the contrarySellers, jointly and severally, shall be liable for Damages pursuant to Section 8.1(a) only if (ai) Seller will not have any liability under Section 8.02(c) (other than the Damages with respect to a breach of any of the Seller Specified Representationsindividual claim pursuant to Section 8.1(a) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds exceed One Hundred Thousand Dollars ($25,000,000 100,000) (the “DeductibleMinimum Claim Amount”) and (ii) the Damages for all claims pursuant to Section 8.1(a) exceed, in the aggregate, One Million Dollars ($1,000,000) (the “Deductible Amount”), and then the Sellers, jointly and severally, shall be liable only for Damages pursuant to Section 8.1(a) to the extent of such excess; (b) Seller’s any excess over the Deductible Amount. In no event shall the Sellers’ aggregate liability to SHLX Indemnified Parties under Section 8.02(c8.1 exceed Sixty-Three Million Dollars ($63,000,000) (other than with respect the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Sellers’ aggregate liability to a breach SHLX Indemnified Parties under Section 8.1 for breaches or inaccuracies of Sections 2.01 representations and warranties contained in Section 3.15 (Management Projections and Budget) shall not be subject to the Ceiling Amount but shall not exceed Three Hundred Fifteen Million Dollars ($315,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization), 2.02 Section 3.2 (AuthorityAuthority and Approval), 2.11 Section 3.4 (Brokers), 2.12 (Title), 2.13(a)-(c) (Wimbledon Title to the Assets), 2.17 Section 3.7 (Diamond TransactionTaxes), Section 3.12 (Brokerage Arrangements), and 2.16 Section 3.13 (Wimbledon Entities) (Books and Records), provided, that the “Seller Specified Representations”)) will not exceed 15% Sellers’ aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of the Final Purchase Price (the “Cap”); (c) representations and warranties contained in such sections described in clauses (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 and for breaches of covenants (including indemnity obligations related to Section 8.01(c) (other than with respect to a breach of Section 3.02 (Authorization) (the “Acquiror Specified Representations”5.4)) will , shall not exceed the CapConsideration; (d) no party will have any liability under Section 8.01(c) or 8.02(c) for any Loss arising out and provided, further, however, that the payment and indemnification obligations of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (d)), unless such Loss exceeds $25,000, and any Losses that are disregarded Sellers 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will Article VI shall not be subject to any of the limitations contemplated limitation in this Section 8.07 or 8.6(a) and shall be included in any calculation excluded from the determination of whether any cap the maximum indemnification amount specified in the immediately preceding proviso has been reached or similar metric was met. This Section 8.07 will not apply to indemnification for Taxes, which shall be governed exclusively by Article IXexceeded. (b) For purposes of Sections 8.01(c) and 8.02(c)determining the amount of Damages, with respect to any qualification in asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any such representation or warranty qualifier as to materiality “material,” “materiality” or Snacks Business MAE will be taken into account Seller Material Adverse Effect expressly contained in Article III (except in the case of the term “Material Contract”); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether such a breach of any representation or warranty has been breachedoccurred. (c) Additionally, but in none of the event that such representation Sellers, on the one hand, or warranty has been determined to have been breachedany of the Purchasers, such qualification on the other hand, will be liable as to materiality an indemnitor under this Agreement for any consequential, incidental, special, indirect or Snacks Business MAE will thereafter be disregarded for purposes of determining exemplary damages suffered or incurred by the amount of Losses arising from such breach and Acquiror indemnified party or Seller, as the case may be, may recover the entire amount of such Losses subject only parties except to the Deductible and the Capextent resulting pursuant to third party indemnity claims.

Limitations on Indemnification. (a) Notwithstanding anything Other than Losses arising from breach of Sections 4.1 (Title to Interests), 4.2 (Organization, Authority, and Capacity), 4.3 (Execution and Enforceability), 5.2 (Authorization, Execution and Enforceability), 5.5 (The Interests), 5.16 (Environmental Matters), 5.18 (Tax Matters), and 5.19 (Employee Benefit Plans) (collectively, the “Non-Basket Representations”), breach of the covenants contained in this Agreement Agreement, and the Retained Losses, no amount is required to be paid by the contrary, (a) Seller will not have any liability under Section 8.02(c) (other than Members or Contributor with respect to claims for indemnification under this Section 8 unless and until the aggregate amount of all Losses arising out of Claims otherwise payable by the Members under this Section 8 exceeds $400,000. At such time as the total amount payable by the Members and Contributor exceeds $400,000 in the aggregate, the KHC Indemnified Parties shall be entitled to be indemnified against the full amount of all Losses that have been incurred or suffered by the KHC Indemnified Parties in excess of the $400,000 threshold (i.e., a deductible basket). The Members’ total liability under this Section 8 shall not exceed, in the aggregate, Five Million Five Hundred Thousand Dollars ($5,500,000)(the “Indemnity Cap”); provided, however, that the Indemnity Cap shall not apply to indemnification obligations relating to or arising out of the breach of any of the Seller Specified Non-Basket Representations, the Retained Losses or the covenants set forth in this Agreement; and provided, further that in no event shall the total liability of the Members and Contributor hereunder exceed the Aggregate Consideration (with the KHC Shares valued at the Minimum Deemed Value Per Share) and provided, further, that each Member’s total liability under this Agreement shall not exceed the value of the Aggregate Consideration (with the KHC Shares on a per share basis valued at the Minimum Deemed Value Per Share) received by such Member. (b) Other than Losses arising from breach of representations and warranties set forth in 6.2 (Authorization, Execution and Enforceability), 6.9 (Capitalization; KHC Shares) and 6.15 (Tax Matters) (collectively, the “KHC Non-Basket Representations”), breach of the covenants contained in this Agreement, no amount is required to be paid by KHC with respect to claims for indemnification under this Section 8 unless and until the aggregate liability for amount of all Losses arising out of Claims otherwise payable by KHC under this Section 8 exceeds $400,000. At such time as the total amount payable by KHC exceeds $400,000 in the aggregate, the Contributor Indemnified Parties shall be entitled to be indemnified against the full amount of all Losses that have been incurred or suffered by the Acquiror Indemnitees thereunder exceeds KHC Indemnified Parties in excess of the $25,000,000 400,000 threshold (the “Deductible”) and then only to the extent of such excess; (b) Selleri.e., a deductible basket). The KHC’s aggregate total liability under this Section 8.02(c) 8 shall not exceed, in the aggregate, Five Million Five Hundred Thousand Dollars (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$5,500,000) (the “Seller Specified Representations”)) will not exceed 15% of the Final Purchase Price (the “KHC Indemnity Cap”); (c) (i) Acquiror will provided, however, that the KHC Indemnity Cap shall not have any liability under Section 8.01(c) (other than with respect apply to a indemnification obligations relating to or arising out of the breach of any of the Acquiror Specified Representations) unless Non-Basket Representations or the aggregate liability for 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 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 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to any of the limitations contemplated covenants set forth 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 IXAgreement. (bc) For purposes of Sections 8.01(c) and 8.02(c), 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 Solely for purposes of determining the amount of Losses arising from or Tax Losses that an Indemnified Party has suffered, and not for determining whether a representation or warranty in this Agreement is inaccurate or has been breached by a party hereunder, where such breach and Acquiror representation or Sellerwarranty is modified or otherwise qualified by the terms “material” or Material Adverse Effect“ (or other words of similar import), as the case may be, may recover the entire such terms or qualifiers will be ignored. (d) The amount of any Losses or Tax Losses payable under this Section 8 shall be net of any amounts actually recovered by Indemnified Parties under applicable insurance policies after reducing such Losses subject only amounts by the costs of recovery (including deductibles, retroactive or retrospective premium adjustments, experienced based premiums) and any increase in the cost of insurance. If an Indemnified Party receives any amounts under such applicable insurance policies subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Party in connection with providing such indemnification payment up to the Deductible amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount and any increased insurance costs resulting therefrom. The Indemnified Parties shall be under no obligation to seek first recovery under such insurance coverage, but will use commercially reasonable efforts subsequently to seek recovery from any insurance coverage that may be available if, in the Capreasonable opinion of such Indemnified Party, doing so will not materially jeopardize any rights to continued coverage it may have under its insurance coverage. (e) To the extent claims for indemnification pursuant to this Section 8 do not involve a third party claim, an Indemnifying Party shall not be responsible or liable for Losses or Tax Losses or other amounts under this Section 8 that are speculative, punitive, consequential, incidental, indirect or special damages, “multiple of profit or cash flow”, diminution of value or other premium damages. (f) Notwithstanding anything herein to the contrary, no party is entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such party or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement, or any other Transaction Document executed in connection with this Agreement or otherwise. (g) Notwithstanding anything else in this Section 8 to the contrary, no party shall be limited, at any time, from recovering any and all Losses or Tax Losses incurred or suffered by it relating to or arising out of or in connection with fraud.

Limitations on Indemnification. (a) The Seller and Shareholders will not have any obligation under Section 5.2(a), unless and until the aggregate amount of Losses for which the Seller and Shareholders are obligated thereunder exceeds $100,000 (the "Threshold"); provided, however, that if such aggregate amount of Losses exceeds the Threshold, then the Seller and Shareholders will be obligated for all of such Losses (including those equal to or less than the Threshold), subject to the other terms of this Article V. (b) The obligations of Seller and the Shareholders under Section 5.2(a), in the aggregate, will not exceed an amount equal to $5,500,000, plus up to $2 million of the amount of the Contingent Future Payments (the "Sellers’ 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 such aggregate amount of Losses exceeds the Threshold, then the Buyer will be obligated for all of such Losses (including those equal to or less than 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 $5,500,000 (“Buyer’s 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, the Sellers’ Cap, and the Buyer’s Cap will not apply to, any Losses arising out of, in connection with or related to: (A) fraud or willful misconduct; (B) fraudulent misrepresentation; or (C) any breach of the representations and warranties in Section 3.1(a) (Due Organization), Section 3.1(b) (Capacity, Authorization), Section 3.1(c) (Governmental Filings), Section 3.1(d) (Subsidiaries), Section 3.1(f) (No Conflict or Violation), Section 3.1(h) (Title to Assets), Section 3.1(i) (Taxes), and Section 3.1(m) (Compliance; Environmental Matters). (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. Notwithstanding the foregoing, no Indemnifying Party is required to pursue or attempt to recover any insurance and the Indemnifying Party shall not defer payment of Losses to the Indemnified Party pending the resolution of insurance claims. (g) Notwithstanding anything in this Agreement to the contrary, (a) Seller will not have any liability under Section 8.02(c) (other than with respect to a 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 Seller Specified Representations) unless and the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) Shareholders shall be read without regard 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject without giving effect to any of the limitations contemplated in this Section 8.07 materiality or be included in any calculation of whether any cap Material Adverse Effect or similar metric was met. This Section 8.07 will not apply to indemnification for Taxes, which shall be governed exclusively by Article IXstandard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty). (bh) For purposes The representations, warranties and covenants of Sections 8.01(cthe Seller and the Shareholders and the Buyer Parties’ rights to indemnification with respect thereto shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Buyer or any other Buyer Party (including by any of their advisors, consultants or representatives) and 8.02(c)or by reason of the fact that the Buyer or any other Buyer Party or any of such advisors, any qualification in consultants or representatives knew or should have known that any such representation or warranty as to materiality is, was or Snacks Business MAE will might be taken into account for purposes inaccurate. The waiver of determining whether such any condition based on the accuracy of any representation or warranty has been breachedwarranty, but in or on the event that performance of or compliance with any covenant or obligation, will not affect the right to indemnification or other remedy based on such representation or warranty has been determined to have been breachedrepresentations, 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 warranties, covenants, and Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Capobligations.

Limitations on Indemnification. (a) The aggregate liability of the Seller in respect of Section 8.2(a)(i) and (iv) will not exceed fifteen percent (15%) of the sum of (x) the Purchase Price and (y) if earned, the Earn Out Payment (the “Seller R&W Cap”). Notwithstanding anything in this Agreement the foregoing, the Seller R&W Cap will not be applicable to any 43 breach or inaccuracy arising under any of the contraryfollowing, and no Damages arising under any of the following will be subject to or count against the Seller R&W Cap: Section 3.1(a), (ac), (e), (f), (g) and (h) (Due Organization; Subsidiaries), Section 3.3 (Capitalization), Section 3.4 (Seller Authority; Binding Nature of Agreements), Section 3.18 (Tax Matters), or Section 3.24 (Certain Fees) (collectively, the “Seller Fundamental Representations”). (b) The maximum liability of the Seller in respect of Section 8.2(a) in the aggregate will not exceed the Purchase Price (the “Seller Aggregate Cap”). (c) The aggregate liability of the Purchaser in respect of Section 8.4(a)(i) will not exceed fifteen percent (15%) of the Purchase Price (the “Purchaser R&W Cap”). Notwithstanding the foregoing, the Purchaser R&W Cap will not be applicable to any breach or inaccuracy arising under any of the following, and no Damages arising under any of the following will be subject to or count against the Purchaser R&W Cap: Section 4.1 (Organization), Section 4.3 (Authority; Binding Nature of Agreements) or Section 4.5 (Certain Fees) (collectively, the “Purchaser Fundamental Representations”). (d) The maximum liability of the Purchaser in respect of Section 8.4(a) in the aggregate will not exceed the Purchase Price (the “Purchaser Aggregate Cap”). (e) The Seller will not have any liability under Section 8.02(c) (other than 8 with respect to any Damages to a breach of Purchaser Indemnified Party if and to the extent that any of such Damages are reduced by (i) any tax benefit actually realized by such Purchaser Indemnified Party with respect to such Damages or (ii) insurance or other third party payments received by such Purchaser Indemnified Party. (f) Except as otherwise provided in this Agreement, neither the Seller Specified Representations) Seller, on the one hand, nor Purchaser, on the other hand, shall have any liability for indemnification pursuant to Section 8 unless the total Damages for which the indemnifying party would otherwise be liable exceeds US$300,000.00 in the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) and then ), in which case the Seller or the Purchaser, as applicable, will be responsible only for Damages exceeding the Deductible; provided, however, that the Deductible will not apply to any breach of contract or covenant or fraud by any of the Parties, will apply only to misrepresentations by the extent Parties, and will not apply to any of such excess; the Seller Fundamental Representations or the Purchaser Fundamental Representations. (bg) Seller’s aggregate liability under Section 8.02(cNotwithstanding anything to the contrary, the Seller R&W Cap, Seller Aggregate Cap, Purchaser R&W Cap, and Purchaser Aggregate Cap will not apply to any claims involving fraud. (h) (other than with respect The Purchaser Indemnified Parties will not be entitled to indemnification for a breach of Sections 2.01 (Organization), 2.02 (Authority), 2.11 (Brokers), 2.12 (Title), 2.13(a)-(cSection 3.11(g) (Wimbledon Assets), 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entitiesor Section 3.20(b) (the “Seller Specified Representations”)) will not exceed 15% of for any amounts that are actually deducted from the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered paid by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (ii) Acquiror’s aggregate liability under Purchaser in accordance with 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 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 indemnifiable Loss to the extent 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 IX1.7 above. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (a) Seller will shall not have any liability under Section 8.02(c10.2(a)(i) (other than with respect and Purchaser shall not have any liability under Section 10.2(b)(i) unless and until the aggregate amount of Losses to a breach the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any of the Seller Specified Representationsrepresentations or warranties (other than the representations and warranties set forth in Sections 5.2 (authorization), 5.6 (title), 5.19(b) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder and (c) (loan originations), 5.22 (financial advisors), 6.2 (authorization) and 6.5 (financial advisors)) to be true and correct exceeds $25,000,000 250,000 (the “Deductible”) and then and, in such event, the indemnifying party shall be required to pay only to the extent amount of such excessLosses that exceeds the Deductible. No claim for Losses may be made for indemnification or aggregated with any other claim for indemnification pursuant to Section 10.2(a)(i) or Section 10.2(b)(i) if the amount of such claim does not exceed $7,500 (the “Per Item Deductible”); provided, that the Per Item Deductible shall not apply to any claims for indemnification pursuant to Section 10.2(a)(i) or Section 10.2(b)(i) based upon, attributable to or resulting from the failure of any of the representations and warranties set forth in Sections 5.2 (authorization), 5.6 (title), 5.19(b) and (c) (loan originations), 5.22 (financial advisors), 6.2 (authorization) and 6.5 (financial advisors) to be true and correct in all respects at the date hereof and at the Closing Date. (b) Seller’s aggregate liability No claim for Losses may be made for indemnification or aggregated with any other claim for indemnification by Purchaser under Section 8.02(c10.2(a)(ii) or Seller under Section 10.2(b)(ii) if the amount of such claim does not exceed the Per Item Deductible (other than with respect to a breach the covenants, agreements and obligations set forth in Sections 2.6 (further conveyances and assumptions; consents of Sections 2.01 (Organizationthird parties), 2.02 2.7 (Authoritybulk sales laws), 2.11 7.5 (Brokersfurther assurances), 2.12 7.6 (Title), 2.13(a)-(c) (Wimbledon Assets), 2.17 (Diamond Transactionno shop), and 2.16 7.7 (Wimbledon Entitiesnon-competition; non-solicitation; confidentiality)). (c) (the “Neither Seller Specified Representations”)nor Purchaser shall be required to indemnify, any Person under Section 10.2(a)(i) will not exceed 15or 10.2(b)(i) for an aggregate amount of Losses exceeding 10% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than in connection with respect Losses related to a the breach of any of the Acquiror Specified Representationsrepresentations and warranties of Seller or Purchaser in Articles V and VI, respectively; provided, that the Cap limitation shall not apply to Losses related to the breach of any representation or warranty contained in Sections 5.2 (authorization), 5.6 (title), 5.19(b) unless and (c) (loan origination), 5.22 (financial advisors), 6.2 (authorization) and 6.5 (financial advisors). Neither Seller nor Purchaser shall be required to indemnify, any Person under Sections 10.2(a)(ii) or 10.2(b)(ii) for breaches of the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductiblecovenants, and then agreements or obligations set forth in Section 7.3 (consents) (but only to the extent of that any such excessbreach occurred after the Closing), and Sections 7.8 (iipreservation of records), 7.9 (publicity), 7.10 (notice to pipeline loan mortgagors and others) Acquiror’s aggregate liability under Section 8.01(c) and 7.11 (other than with respect to a breach use 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(cname) for any Loss arising out an aggregate amount of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (d)), unless such Loss exceeds $25,000, and any Losses that are disregarded pursuant to this clause (d) will not be aggregated for purposes exceeding 25% 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 indemnifiable Loss to the extent 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 IXPurchase Price. (bd) For purposes of Sections 8.01(c(i) and 8.02(c), determining whether any qualification in any such representation or warranty was true and correct on the date hereof or as to of the Closing Date, (ii) determining whether any covenant, agreement or obligation under this Agreement was breached, or (iii) calculating Losses hereunder, any materiality or Snacks Business MAE will be taken into account for purposes of determining whether such representation or warranty has been breached, but Material Adverse Effect qualifications in the event that such representation or warranty has been determined to have been breachedrepresentations, such qualification as to materiality or Snacks Business MAE will thereafter warranties, covenants and agreements shall be disregarded for purposes of determining the amount of Losses arising from such breach and Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Capdisregarded.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement A Party may assert a claim for indemnification under Section 9.2(a)(ii) or Section 9.2(b)(ii), as the case may be, only to the contraryextent the Indemnitee gives notice of such claim to the Indemnifying Party prior to the expiration of the applicable time period set forth in Section 9.1. Any claims pursuant to Section 9.2(a)(i) or Section 9.2(b)(i) must be asserted within one year following the Closing Date. Any claim for indemnification not made in accordance with Section 9.3 by a Party on or prior to the applicable date set forth in Section 9.1 or this Section 9.4(a), and the other Party's indemnification obligations with respect thereto, will be irrevocably and unconditionally released and waived. (ab) Notwithstanding any other provision of this Article IX: (i) Seller will not have any liability indemnification obligations for Indemnifiable Losses under Section 8.02(cSections 9.2(a)(i) and 9.2(a)(ii) (other A) for any individual item where the Loss relating thereto is less than with $25,000 and (B) in respect of each individual item where the Loss relating thereto is equal to a breach of any of the Seller Specified Representations) or greater than $25,000, unless the aggregate liability for amount of all such Losses suffered by exceeds 1% of the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) Purchase Price, and then only to the extent of such excess; and (bii) Seller’s in no event will the aggregate liability indemnification to be paid by Seller under Sections 9.2(a)(i) and 9.2(a)(ii) exceed 50% of the Purchase Price. Notwithstanding the foregoing, (x) the limitations set forth in 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”)9.4(b)(i) will not exceed 15% apply to claims asserted by Buyer for breaches of Sections 5.1, 5.2, 5.3(a), 5.8, 5.18, and 5.20, and (y) the Final Purchase Price (limitations set forth in Sections 9.4(b)(i) and 9.4(b)(ii) will not apply to claims asserted by Buyer arising from the “Cap”); intentional fraud of Seller. (c) Notwithstanding any other provision of this Article IX: (i) Acquiror Buyer will not have any liability indemnification obligations for Indemnifiable Losses under Section 8.01(cSections 9.2(b)(i) and 9.2(b)(ii) (other A) for any individual item where the Loss relating thereto is less than with $25,000 and (B) in respect of each individual item where the Loss relating thereto is equal to a breach of any of the Acquiror Specified Representations) or greater than $25,000, unless the aggregate liability for amount of all such Losses suffered by exceeds 1% of the Seller Indemnitees thereunder exceeds the DeductiblePurchase Price, and then only to the extent of such excess, ; and (ii) Acquiror’s in no event will the aggregate liability indemnification to be paid by Buyer under Sections 9.2(b)(i) and 9.2(b)(ii) exceed 50% of the Purchase Price. Notwithstanding the foregoing, (x) the limitations set forth in Section 8.01(c9.4(c)(i) will not apply to claims asserted by Seller for breaches of Sections 6.1, 6.2, 6.3(a), 6.5, and 6.6, and (y) the limitations set forth in Sections 9.4(c)(i) and 9.4(c)(ii) will not apply to claims asserted by Seller arising from the intentional fraud of Buyer. <PAGE> (d) Except as otherwise expressly provided herein, no representation or warranty of either Party contained in this Agreement or in any Ancillary Agreement 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 any Ancillary Agreement, or that is disclosed in this Agreement, any Ancillary Agreement, any Schedule, or Exhibit hereto, or any certificate or other than instrument delivered in accordance with the terms hereof. (e) Notwithstanding anything contained in this Agreement to the contrary, except for the representations and warranties contained in this Agreement or in the Ancillary Agreements, neither Seller nor any other Person is making any other express or implied representation or warranty with respect to a Seller, the Business, 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 Section 3.02 (Authorization) (representation or warranty must be based solely on the “Acquiror Specified Representations”)) will not exceed representations and warranties of Seller set forth in this Agreement or the Cap; (d) no party Ancillary Agreements. In furtherance of the foregoing, except for the representations and warranties contained in this Agreement or the Ancillary Agreements, Buyer acknowledges and agrees that none of Seller, any of its Affiliates or any other Person will have any liability under Section 8.01(c) or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not 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 Business, 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 limitations Purchased Assets, the assumption of the Assumed Obligations, and the transactions contemplated in this Section 8.07 hereby (including any opinion, information, projection, 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 advice that such representation or warranty has been determined to may have been breachedor may be provided to Buyer or Buyer's Representatives by any of Seller's Representatives). BUYER HEREBY ACKNOWLEDGES THAT, 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 Acquiror or SellerEXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V AND THE ANCILLARY AGREEMENTS, as the case may beTHE BUSINESS AND THE PURCHASED ASSETS ARE BEING PURCHASED ON AN "AS IS, may recover the entire amount of such Losses subject only to the Deductible and the CapWHERE IS" BASIS, WITH ALL FAULTS.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement The Shareholders shall have no Liability for any claim for indemnification pursuant to Section 7.03(a)(1) if the contrary, Loss associated with such claim is less than seven thousand five hundred dollars (a) Seller will not have any liability under Section 8.02(c$7,500) (other than any such claim being referred to as a “De Minimis Claim”). The Shareholders shall have no Liability for indemnification pursuant to Section 7.03(a)(1)(b) with respect to a breach of any of the Seller Specified Representations) Losses for which indemnification is provided thereunder unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) and then only to the extent amount of such excess; Losses (bincluding all Losses associated with De Minimis Claims) Seller’s aggregate liability under Section 8.02(c) exceeds one million dollars (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$1,000,000) (the “Seller Specified RepresentationsIndemnity Threshold”)) will not exceed 15% of , in which case the Final Purchase Price Shareholders shall be liable for all Losses (the “Cap”excluding all Losses associated with De Minimis Claims); (c) provided that in no event shall the aggregate indemnification to be paid by the Shareholders (i) Acquiror will not have any liability under pursuant to Section 8.01(c7.03(a)(1)(b) exceed forty million dollars (other than with respect to a breach of any of the Acquiror Specified Representations$40,000,000) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and or (ii) Acquiror’s aggregate liability under 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 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 Section 7.03(a)(1)(a) exceed two hundred million dollars (d) will not be aggregated for purposes of the preceding clauses (a) through (c$200,000,000); (e) neither Seller nor Acquiror will have any liability under Section 8.02(c) or Section 8.01(c), for any otherwise indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(cPurchaser shall have no Liability for any claim for indemnification pursuant to Section 7.02(a)(1) and 8.02(c), if the Loss is associated with any qualification in any such representation or warranty as De Minimis Claim. Purchaser shall have no Liability for indemnification pursuant to materiality or Snacks Business MAE will be taken into account Section 7.02(a)(1)(b) with respect to Losses for purposes of determining whether such representation or warranty has been breached, but in which indemnification is provided thereunder unless 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 Acquiror or Seller, as the case may be, may recover the entire aggregate amount of such Losses subject only (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 in respect of fraudulent breaches of representations and warranties or willful concealment of any matter which breaches a representation or warranty. (d) No indemnified party shall be entitled to recover from an indemnifying party more than once in respect of the Deductible and the Capsame Losses.

Limitations on Indemnification. (a) Notwithstanding anything in UniCapital shall not be entitled to indemnification as provided pursuant to this Agreement to the contrary, (a) Seller will not have any liability under Section 8.02(c) (other than 12 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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 indemnifiable Loss claims for which UniCapital has in fact been paid pursuant to the extent 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 IX3.1 hereof. (b) For purposes No Indemnified Party shall assert any claim (other than a Third Party Claim) for indemnification hereunder until such time as the aggregate of Sections 8.01(c) and 8.02(call claims which such Indemnified Party may have against an Indemnifying Party shall exceed 1% of the Closing Date Consideration (the "Basket Limitation"), any qualification in any such representation or warranty as at which time an Indemnified Party shall be entitled to materiality or Snacks Business MAE will be taken into account seek indemnification for purposes of determining whether such representation or warranty has been breachedall claims pursuant to this Article 12, 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible extent such claims, in the aggregate, exceed the Basket Limitation. (c) Notwithstanding any other term of this Agreement, in no event shall any Stockholder be liable under this Article 12 for an amount which exceeds the aggregate value (determined at the Closing Date) of the Merger Consideration received by such Stockholder under this Agreement; provided, however, that the limitations upon indemnification contained in this Section 12.4(b) shall not apply to (i) Losses arising out of any breach of the representations and warranties of the CapStockholders contained in Sections 6.3 (authority; ownership), 6.5 (capital stock), 6.14 (accounts and notes receivable), 6.27 (taxes) and 6.33 (environmental matters) hereof and (ii) Losses described in Sections 12.1(b), 12.2(c) and 12.2 (d) hereof.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (a) Seller will shall not have any liability under Section 8.02(c) (other than be liable with respect to (i) any matter referred to in Section 13.2(a)(i) or (ii) Section 13.2(a)(iv) with respect to any breach or failure to perform the covenants or agreements set forth in Sections 6.1 and 6.2 of this Agreement unless the aggregate Losses incurred by Buyer thereunder exceed $12,500,000 (the “Basket”), in which event the Indemnified Person will be entitled to make a breach claim against Seller for such Losses in excess of any of the $6,250,000. Seller Specified Representationsshall not be liable with respect to Section 13.2(a)(ii) unless the aggregate liability for Losses suffered incurred by the Acquiror Indemnitees Buyer thereunder exceeds exceed $25,000,000 20,000,000 (the “DeductibleEnvironmental Basket”), in which event the Indemnified Person will be entitled to make a claim against Seller for such Losses in excess of $10,000,000. Seller’s combined aggregate liability under (x) Section 13.2(a)(i) and then only (y) Section 13.2(a)(iv) with respect to any breach or failure to perform the extent covenants set forth in Sections 6.1 and 6.2 of such excess; this Agreement shall not exceed an amount equal to $62,500,000 (b) the “Cap”). Seller’s aggregate liability under Section 8.02(c13.2(a)(ii) (other than with respect and 13.2(a)(vi) shall not exceed an amount equal 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) $200,000,000 (the “Seller Specified Representations”)) will not exceed 15% of the Final Purchase Price (the “Environmental Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (ii) Acquiror. Seller’s aggregate liability under Section 8.01(c13.2(a)(iii) (other than with respect to a breach of Section 3.02 (Authorization) (the “Acquiror Specified Representations”)) will shall 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 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 indemnifiable Loss to the extent 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 IXPurchase Price. (b) For Buyer shall not be liable with respect to any matter referred to in Section 13.3(a)(i) unless the aggregate Losses thereunder exceed the Basket, in which event Seller will be entitled to make a claim against Buyer for such Losses in excess of $6,250,000. Buyer’s aggregate liability under Section 13.3(a)(i) shall not exceed an amount equal to the Cap. Buyer’s aggregate liability under Section 13.3(a)(ii) shall not exceed the Purchase Price. (c) The parties agree that, for purposes of Sections 8.01(c13.2(a)(i), (ii) and 8.02(c(iii) and Sections 13.3(a)(i) and (ii), 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 the Losses arising (and not the existence of a breach) shall be determined without giving effect to any materiality, Material Adverse Effect or similar qualifications contained in such representations and warranties. (d) The amount for which an Indemnifying Person shall be liable with respect to any Loss shall be reduced (i) to the extent that the Indemnified Person shall theretofore have actually realized any net proceeds recovered from Third Parties (other than insurers) with respect to such breach Loss and Acquiror (ii) by the amount of any net Tax benefit actually realized by an Indemnified Person (or Sellerany of its subsidiaries) due to the incurrence of such Loss. If an Indemnified Person shall have received or shall have had paid on its behalf an indemnity payment with respect to a Loss and shall subsequently receive, as directly or indirectly, such proceeds, then the case may be, may recover Indemnified Person shall promptly pay to the entire Indemnifying Person the net amount of such Losses subject only proceeds or, if less, the amount of such indemnity payment. The Indemnified Person shall have no obligation to take any action to file claims under applicable policies to recover insurance proceeds that may be due to the Deductible and Indemnified Person in order to mitigate the CapIndemnifying Person’s obligations hereunder. (e) No party shall have any right to indemnification hereunder with respect to any Loss if such Loss is included in the calculation of the Net Working Capital.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (a) Seller will Shareholders shall not have any liability under Section 8.02(c) (other than to any Indemnified Party with respect to a breach Damages arising out of any of the Seller Specified Representationsmatters referred to in Article IV (with the exceptions of Section 4.1, Section 4.4, Section 4.15, Section 4.16 , Section 4.17, Section 4.18, and Section 4.28) unless and Section 10.2(a) (with the aggregate liability for Losses suffered by exceptions of Subsections 10.2(a)(iii) and 10.2(a)(v)) until such time as the Acquiror Indemnitees thereunder exceeds amount of all such Damages shall collectively exceed $25,000,000 150,000.00 (the “Shareholders’ Deductible”) (after which point Shareholders will be obligated to indemnify the Buyer Indemnified Parties from and then only to the extent against Damages in excess of such excess; Shareholders’ Deductible) after applying any available proceeds of Shareholders’ insurance. (b) Seller’s Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate liability under amount of indemnifiable Damages that may be recovered from the Shareholders by the Indemnified Parties pursuant to Article IV (with the exceptions of Section 8.02(c4.1, Section 4.4, Section 4.15, Section 4.16 and Section 4.28) and Section 10.2(a) (other than with respect to a breach the exceptions of Sections 2.01 (Organization), 2.02 (Authority), 2.11 (Brokers), 2.12 (Title), 2.13(a)-(cSubsections 10.2(a)(iii) (Wimbledon Assets), 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entities) (the “Seller Specified Representations”10.2(a)(v)) will not exceed 15% of the Final Purchase Price shall be $4,600,000 (the “Cap”); ) after applying any available proceeds of Asset Purchaser’s insurance. (c) Any entitlement of any Indemnified Person or Shareholders Indemnified Party to make a claim under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such claim constituting a breach of more than one representation, warranty or covenant. (id) Acquiror will not have any liability under Section 8.01(c) (The Parties shall cooperate with each other than with respect to a breach resolving any Claim, Liability or Loss for which indemnification may be required hereunder, including by making, or causing the applicable Indemnified Party to make, all commercially reasonable efforts to mitigate any such Claim, Liability or Loss (which efforts may include availing itself of any defenses, limitations, rights of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductiblecontribution, claims against third Persons and then only other rights at law or equity). The Parties shall use commercially reasonable efforts to the extent of such excess, and (ii) Acquiror’s aggregate liability seek full recovery under 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 all insurance policies covering any liability under Section 8.01(c) or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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 indemnifiable Loss to the same extent as they would if such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will Loss were 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 IXhereunder. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, if the Closing occurs, (ai) 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 (AuthorityAuthorization), 2.11 (Brokers), and 2.12 (Title), 2.13(a)-(c) (Wimbledon Assets)collectively, 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entities) (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 of the Seller Specified Representations) will not exceed 15% of the Final Purchase Price $5.4 million (the “Cap”); , (ciii) (iA) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any 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 Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (iiB) Acquiror’s aggregate liability under Section 8.01(c) (other than with respect to a breach of Section 3.02 (Authorization) (any of the “Acquiror Specified Representations”)) will not exceed the Cap; , and (div) no party Party will have any liability under Section 8.01(c) or 8.02(c) ), as applicable, for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (div)), unless such Loss exceeds $25,000100,000, and any Losses that are disregarded pursuant to this clause (div) will not be aggregated for purposes of the preceding clauses (ai) through (ciii); (e) neither Seller nor Acquiror will have any liability under Section 8.02(c) or Section 8.01(c), for any otherwise indemnifiable Loss to the extent 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 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 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Supplier’s obligations under Section 11.02 and Purchaser’s obligations under Section 11.03 shall not apply to the extent that an indemnified Party’s Losses are primarily attributable to any act constituting breach, error, negligence, fraud, recklessness, wrongful intentional act or omission on the part of such indemnified Party or any of its Affiliates, directors, officers, employees, representatives or agents, or to the extent that such indemnified Party is otherwise responsible therefor. (b) Except in the event of gross negligence or wrongful intentional acts or omissions, Supplier’s maximum liability to Purchaser for the replacement costs of Non-Conforming Products under Section 5.08 shall not exceed (x) one hundred percent (100%) of the Purchase Price for the applicable Non-Conforming Product, plus (y) the transportation costs Purchaser incurred for the shipment of such Non-Conforming Product. (c) Notwithstanding anything else in this Agreement to the contrary, Supplier’s aggregate liability to Purchaser under this Agreement shall in no event exceed, on a cumulative basis, Two Million Dollars (a$2,000,000) Seller will per year (measured from the Effective Date), except with respect to: (i) damages described in Section 11.04(f)(I), (II) or (III), and (ii) damages for Obsolescence Claims shall not have any be deducted from the damages available to Purchaser under this Section 11.04(c). (d) Notwithstanding anything else in this Agreement to the contrary, Supplier’s maximum aggregate liability for Obsolescence Claims under Section 8.02(c11.02(b) shall not exceed Six Million Dollars ($6,000,000) per year (measured from the Effective Date), up to an aggregate maximum amount of Twelve Million Dollars ($12,000,000) under this Agreement. (e) Each of Purchaser and Supplier acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims relating to this Agreement, the Quality Agreement, any document or certificate delivered in connection herewith or therewith, the Products, or any federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise, shall be pursuant to the indemnification provisions set forth in Section 10.05 and this Article 11. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it or any of its Affiliates may have against the other than Party and its Affiliates arising under or based upon this Agreement, the Quality Agreement, any document or certificate delivered in connection herewith or therewith, the Products, or any federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise (except pursuant to the indemnification provisions set forth in Section 10.05 and this Article 11). Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) each Party shall be entitled to seek specific performance, temporary or permanent injunctive or other equitable relief in any proceeding which may be brought to enforce any of the provisions of this Agreement, (ii) each Party shall be entitled to pursue such remedies as are available to in at law or in equity with respect to collection of amounts payable to it under this Agreement, (iii) for purposes of clarification, the foregoing shall not be deemed to limit any remedy available to a given Party in connection herewith under the Transaction Agreement or the other Ancillary Agreements, and (iv) each Party may seek any remedies available to it in law or in equity with respect to a claim resulting from the other Party’s willful 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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 indemnifiable Loss to the extent 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 IXgross negligence. (bf) For purposes of Sections 8.01(cUNDER NO CIRCUMSTANCES WHATSOEVER (INCLUDING DUE TO NEGLIGENCE EXCEPT AS PROVIDED BELOW) and 8.02(cSHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF USE, DAMAGE TO GOODWILL OR LOSS OF BUSINESS), 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 breachedEXCEPT TO THE EXTENT SUCH DAMAGES (I) ARE THE SUBJECT OF A CLAIM OR DEMAND MADE BY A THIRD PARTY FOR WHICH SUCH PARTY IS RESPONSIBLE TO PROVIDE THE INDEMNITY SET FORTH IN SECTIONS 10.05, but in the event that such representation or warranty has been determined to have been breached11.02 OR 11.03, 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 Acquiror or Seller(II) RESULT FROM A PARTY’S WILLFUL BREACH OR GROSS NEGLIGENCE, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the CapOR (III) RESULT FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS HEREUNDER.

Limitations on Indemnification. (a) 12.4.1 Notwithstanding anything in this Agreement herein to the contrary, but subject to the other provisions of this Section 12.4, (a) no Seller will not other than the Corporate Sellers shall have any liability under obligation to indemnify any other Person pursuant to this Article 12, except as provided pursuant to Section 8.02(c12.1.2, (b) (other than subject to Section 12.4.2, the obligation of any Corporate Seller to indemnify any Indemnified Party with respect to a breach of any of the Seller Specified RepresentationsClaim pursuant to Section 12.1.1, 12.1.3, 12.1.4, 12.1.5, 12.1.6 or 12.1.8 shall be limited (x) 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 15Vivendi to an amount equal to 70.33% of the Final Purchase Price aggregate amount of Damages that are the subject of such Claim incurred by all members of the Buyer Indemnified Group and (y) with respect to Marubeni to an amount equal to 29.67% of the “Cap”); aggregate amount of Damages that are the subject of such Claim incurred by all members of the Buyer Indemnified Group and (c) (i) Acquiror will not have the obligation of any liability under Section 8.01(c) (Seller other than with respect a Corporate Seller to indemnify any Indemnified Party pursuant to Section 12.1.2 shall be limited to the aggregate consideration received by such Seller under this Agreement and the Put and Call Agreement 12.4.2 Notwithstanding anything herein to the contrary, but subject to the other provisions of this Section 12.4, the Corporate Sellers shall have no liability to indemnify any member of the Buyer Indemnified Group pursuant to Section 12.1.1 and 12.1.8 for any Damages which directly or indirectly arise out of or are a result of or relate to any breach of any representations or warranties of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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 indemnifiable Loss Company contained in Article 3 to the extent such Losses are reflected Damages would exceed, in the aggregate for all Corporate Sellers, $682.0 million. 12.4.3 Notwithstanding anything herein to the contrary, but subject to the other provisions of this Section 12.4, no Indemnifying Party shall have any liability to indemnify any Indemnified Party for Damages pursuant to: (i) Section 12.1.1(i); (ii) Section 12.1.2 (i) insofar as it relates to the representation and warranties contained in Sections 4.1, 4.2, 4.3 and 4.5; or (iii) Section 12.1.5; unless and until, in the case of clauses (i) through (iii), the amount of all such Damages in the aggregate exceeds $15.0 million, in which case the Indemnifying Parties shall be liable in the aggregate only for the amount of such excess. 12.4.4 This Article 12 shall be effective as of the Closing. Notwithstanding anything herein to the contrary, but subject to the other provisions of this Section 12.4, after the Closing no person shall have any right to indemnification or other right to recovery with respect to this Agreement and the transactions contemplated hereby except pursuant to this Article 12. 12.4.5 Notwithstanding anything herein to the contrary, but subject to the other provisions of this Section 12.4, no party shall have any indemnification obligation to any other Person with respect to any Damages (a) to the extent that a reserve or allowance for such Damages is recorded on the Final Closing Adjustment Statement. Costs of defense will not be subject to any of the limitations contemplated in this Section 8.07 Balance Sheet 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. (b) For purposes consisting of Sections 8.01(c) and 8.02(c)incidental, any qualification in any such representation indirect, consequential or warranty as punitive damages, or damages for lost profits, other than Damages consisting of incidental, indirect, consequential or punitive damages, or damages for lost profits, payable by an Indemnified Party 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 a third party 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.is not an Indemnified Party. Section

Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, except (ai) 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 claims 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excessbased on fraud, and (ii) Acquiror’s aggregate liability claims for Losses under Section 8.01(c7.1(c), 7.1(d), 7.1(e), 7.2(c) and 7.2(d), (other than A) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Sellers under Section 7.1, together with respect to a breach the amount of indemnifiable losses that may be recovered from the Sellers under Section 3.02 (Authorization6.1(i) (of the “Acquiror Specified Representations”)License Agreement, or the Buyers under Section 7.2, together with the amount of indemnifiable losses that may be recovered from the Buyers under Section 6.2(i) will of the License Agreement, shall not exceed the Cap; (d) no party will have any liability Purchase Price except that, subject to such limit, the maximum aggregate amount of indemnifiable Losses that may be recovered from Sellers under Section 8.01(c) or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (d)7.1(f), 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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 together with the amount of Losses arising indemnifiable losses that may be recovered from such breach the Sellers under Section 6.1(iii) and Acquiror Section 6.1(iv) of the License Agreement, shall not exceed one-half of the Purchase Price; and (B) no indemnification payment by the Sellers or Sellerthe Buyers, as the case may be, with respect to any indemnifiable Loss otherwise payable under Section 7.1 or 7.2 shall be payable until such time as all such indemnifiable Losses payable by the Sellers or by the Buyers, as the case may recover be, shall aggregate to more than U.S.$100,000, after which time the entire amount Sellers or the Buyers, as the case may be, shall be liable in full for all indemnifiable Losses in excess of U.S.$100,000, subject to clause (A) above. (b) The indemnification obligations set forth in this Agreement shall survive the Closing as follows: (i) The indemnification obligations set forth in Sections 7.1(a) and 7.2(a) shall survive the Closing for a period of one (1) year, except that the indemnification obligations set forth in Section 7.1(a) for any breach of a representation or warranty contained in Sections 3.1.1, 3.1.7, 3.1.11, and 3.2.1 shall survive until the expiration of the applicable statute of limitations. (ii) The indemnification obligations set forth in Section 7.1(b), (c), (d), and (e) and Section 7.2(b), (c) and (d) shall survive the Closing until the expiration of the applicable statute of limitations. (iii) The indemnification obligations set forth in Section 7.1(f) shall survive the Closing for a period of one (1) year after the Closing. (iv) The indemnification obligations set forth in Section 7.1(g) shall survive the Closing for a period of one (1) year after the Closing. (c) To the extent that any Indemnifying Party (as defined in Section 7.4) discharges any claim for indemnification hereunder, such Losses subject only Indemnifying Party shall be subrogated to all rights of the Deductible and the CapIndemnified Party (as defined in Section 7.4) against third parties.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, if the Closing occurs: (ai) Seller will not have any liability for Losses 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(c7.02(c) (other than with respect to a breach of Sections 2.01 (Organization), 2.02 (AuthorityAuthorization), 2.11 2.03(v) (Security Interests), 2.04(a), 2.04(b), 2.04(c), 2.10 (Brokers), 2.12 and 2.11 (Title), 2.13(a)-(c) (Wimbledon Assets)collectively, 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entities) (the “Seller Specified Representations”)) will not exceed 15% or a Deliberate Breach) unless the aggregate Losses suffered by the Acquiror Indemnitees thereunder exceeds one percent (1%) of the Final Cash Purchase Price (the “CapDeductible”); , and then only to the extent of such excess; (cii) (i) Acquiror will not have any Seller’s aggregate liability for Losses under Section 8.01(c7.02(c) (other than with respect to a breach of any of the Seller Specified Representations or any Deliberate Breach) will not 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 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 liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and ; (iiiv) Acquiror’s aggregate liability for Losses under Section 8.01(c7.01(c) (other than with respect to a breach of Section 3.02 (Authorization) (any of the “Acquiror Specified Representations”)Representations or any Deliberate Breach) 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 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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c7.01(c) and 8.02(c7.02(c), any qualification in any such representation or warranty as to materiality materiality, Joy Business MAE, Cream Suds Business MAE or Snacks Business 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 materiality, Joy Business MAE, Cream Suds Business MAE or Snacks Business Acquiror MAE will thereafter be disregarded for purposes of determining the amount of Losses arising from such breach and Acquiror or Seller, as the case may be, applicable Indemnitee may recover the entire amount of such Losses subject only to the Deductible and the Caplimitations set forth in this Article VII.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to After the contraryClosing, notwithstanding any contrary term herein (ai) Seller will the Buyer Indemnified Parties may not have recover any liability Losses under Section 8.02(c11.3(a)(i) (other than until the total of all Losses 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 those matters collectively exceed Seven Hundred Fifty Thousand Dollars ($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 Entities750,000) (the “Seller Specified RepresentationsBasket”)) , in which case, subject to any other applicable limitations contained in this Section 11.4, the Buyer Indemnified Parties will not exceed 15% be entitled to recover all Losses in excess of the Final Basket; and (ii) (1) the Buyer Indemnified Parties may not recover any Losses under Section 11.3(a)(i) to the extent that the Losses with respect to those matters collectively exceed Thirty Million Dollars ($30,0000,000) and (2) the Buyer Indemnified Parties may not recover any Losses under Section 11.3 to the extent all Losses with respect to those matters collectively exceed the Purchase Price (the “Cap”). Notwithstanding the foregoing, neither the Basket nor the Cap will apply with respect to any Breach of the representations and warranties contained in Section 4.1 (Organization, Standing and Corporate Power), Section 4.2 (Capitalization), Section 4.3 (Authority; Approvals), the last sentence of Section 4.8(a) or the first sentence of Section 4.9 (cTitle), Section 4.10 (Inventory), Section 4.14 (Tax Matters) or Section 4.28 (Brokers) or to any claims based on fraud, knowing and intentional misconduct or willful misconduct, and the Losses associated with any such Breaches will not count toward the Basket or Cap for determining the recoverability of other Losses. (b) Subject to the foregoing limitations, the amount of any Losses to which a Buyer Indemnified Party is entitled to indemnification under Section 11.3 will be recovered in the following manner, (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductiblefirst, and then only to the extent of any outstanding unpaid principal balance owed under the Promissory Note by offset against such excessbalance of the amount of such Losses, plus interest accrued on the amount of such Losses at the interest rate applicable under the Promissory Note from the date of the Promissory Note until the date of such offset or other recovery, following written notice of offset from Buyer to Seller, and (ii) Acquiror’s aggregate liability second, to the extent the Losses and such interest exceed the amounts available to offset under Section 8.01(c) the Promissory Note, by payment directly from Seller and/or the Seller Shareholders (other than with full recourse against each of them and all of their assets). If Seller or any Seller Shareholder becomes obligated to indemnify a Buyer Indemnified Party directly, such indemnification obligations shall be paid within five Business Days of Seller or such Seller Shareholder agreeing such indemnification obligation is payable or the Buyer Indemnified Party receives a judgment in its favor with respect to the applicable claim. Any exercise of such right of offset under the Promissory Note in good faith, whether or not ultimately determined to be justified, will not constitute a breach of this Agreement or the Promissory Note, provided that if ultimately determined that any amount of principal of such offset was not justified, then (x) any default interest rate provided under the Promissory Note will be deemed to have been accruing on the account of such principal (in addition to the base interest rate) during the period from the initial offset until paid in full and (y) Seller shall have the right to recover any out-of-pocket costs, including reasonable attorney’s fees, arising in connection with such offset. (c) The following claims limitations periods will apply, but, for clarity, in each case Losses relating to any claim will be recoverable whenever they are incurred provided notice of the claim is given within the required claims period and the applicable representation will continue to survive for purposes of indemnification for the matter set forth in any claim that is given within the required claims period: (i) Claims for indemnification under Sections 11.2(a), 11.3(a)(i) or 11.3(b)(i) must be made no later than the 18 month anniversary of the Closing Date, except that claims arising from any Breach of the representations and warranties contained in (1) Section 3.02 4.1 (AuthorizationOrganization, Standing and Corporate Power), Section 4.2 (Capitalization), Section 4.3 (Authority; Approvals), Section 4.13 (Compliance with Laws; Permits; Regulatory Matters), Section 4.14 (Tax Matters), Section 5.1 (Organization, Standing and Corporate Power), Section 5.2 (Authority; No Breach), Section 6.1 (Organization, Standing and Corporate Power) and Section 6.2 (Authority; No Breach) must be made no later than the “Acquiror Specified Representations”)date that is six (6) will not exceed years after the Cap; Closing Date, (2) Section 4.16 (Employee Benefits) must be made no later than the 36 month anniversary of the Closing Date and (3) Section 4.20 (Environmental Matters) must be made no later than the 60 month anniversary of the Closing Date. (ii) All other claims for indemnification under this Article 11 must be made no later than the date that is six (6) years after the Closing Date. (d) no party will have With respect to any liability under matters covered by Section 8.01(c) or 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (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) 11.2 or Section 8.01(c), for any otherwise indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller11.3, as the case may be, may recover the entire amount Indemnified Party shall use commercially reasonable efforts to assert all claims under all applicable insurance policies and any indemnification claim shall be net of any insurance proceeds received by the Indemnified Party (net of any deductible amounts and costs of collection) and, to the extent that insurance proceeds are collected by the Indemnified Party after an indemnification claim has been settled, the Indemnified Party will restore the Indemnifying Party to the same economic position as would have existed had such insurance proceeds been collected prior to the settlement of such Losses subject only claim. (e) The amounts for which an Indemnifying Party shall be liable under Section 11.2 or Section 11.3, as the case may be, shall be net of any Tax benefit actually realized by the Indemnified Party as a result of the facts and circumstances giving rise to the Deductible liability of the Indemnifying Party in the tax year of the Indemnifying Party in which the claim is first asserted or in the next taxable year thereafter. The Indemnified Party shall reimburse the Indemnifying Party for such tax benefit to the extent such amount is subsequently realized by the Indemnified Party after an indemnification claim has been settled so long as the tax benefit is realized for such a taxable period. (f) If any of the Losses for which an Indemnifying Party is responsible under Section 11.2 or Section 11.3 are reasonably recoverable against a third party vendor of the Indemnified Party, then the Indemnified Party will, to the extent pursuing recovery from such vendor would be commercially reasonable, attempt in good faith to collect any and all such Losses on account thereof from such vendor for the Capbenefit of the Indemnifying Party. The Indemnified Party shall reimburse the Indemnifying Party for any and all Losses paid by the Indemnifying Party to the Indemnified Party pursuant to this Agreement to the extent such amount is subsequently received by the Indemnified Party from a vendor, net of any costs of collection. (g) The Indemnified Party agrees to take all commercially reasonable actions required by Law to mitigate Losses upon becoming aware of any claim which may be made for indemnification under Section 11.2 or Section 11.3, as the case may be; provided however (i) in no event will Buyer be required to pursue any claim or Proceeding against a customer; and (ii) if a prudent Person would believe that a potential mitigation action would be reasonably likely to give rise to an additional, possibly non-indemnified harm, then the Indemnified Party will not be required to take that action unless (aa) the Indemnifying Party expressly acknowledges its obligation to provide indemnification for Losses as well as any Losses that might arise from the proposed mitigation and (bb) the Indemnified Party reasonably believes that such indemnification with respect to such additional Losses will be available and sufficient to hold Indemnified Party harmless. (h) The Indemnified Parties may not recover duplicative Losses in respect of a single set of facts or circumstances under more than one representation, warranty or covenant in this Agreement whether such facts or circumstances would give rise to a breach of more than one representation, warranty or covenant in this Agreement. (i) The parties acknowledge and agree that the Bring-Down Certificates to be delivered at the Closing under Sections 3.2(e) and 3.3(d) are intended solely to memorialize satisfaction of the condition to the Closing set forth in Sections 3.2(e) and 3.3(d), respectively, and are not intended to function as personal representations and warranties of the individual(s) executing such Bring-Down Certificates. Rather, the only representations and warranties in this Agreement are the representations and warranties of the applicable parties set forth in Articles 4, 5 and 6 of this Agreement, as the case may be.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement To the extent that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 11.1(a), the contrary, Shell Parties shall be liable for Damages pursuant to Section 11.1(a) only if (ai) Seller will not have any liability under Section 8.02(c) (other than the Damages with respect to a breach of any of the Seller Specified Representationsindividual claim pursuant to Section 11.1(a) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds exceed One Hundred Thousand Dollars ($25,000,000 100,000) (the “DeductibleMinimum Claim Amount”) and (ii) the Damages for all claims pursuant to Section 11.1(a) (excluding any claim excluded pursuant to the preceding clause (i) of this Section 11.6(a)) exceed, in the aggregate, One Million Dollars ($1,000,000) (the “Deductible Amount”), and then the applicable Shell Party shall be liable only for Damages pursuant to Section 11.1(a) to the extent of such excess; (b) Seller’s any excess over the Deductible Amount. In no event shall the Shell Parties’ aggregate liability to SHLX Indemnified Parties under (i) Section 8.02(c11.1(a) exceed $120 million ($120,000,000) (other than the “Ceiling Amount”) or (ii) Section 11.1(b) exceed the Consideration amount. Notwithstanding the foregoing, the Shell Parties shall be liable for the full amount of any and all Damages, in each case without application of the Minimum Claim Amount, the Deductible Amount and the Ceiling Amount, arising out of (i) breaches or inaccuracies of representations and warranties contained in (1) with respect to a breach of Sections 2.01 SPLC, Section 3.1 (Organization), 2.02 Section 3.2 (AuthorityAuthority and Approval) and Section 3.4 (Investment Intent), 2.11 (Brokers2) with respect to SGOM, Section 4.1 (Organization), 2.12 Section 4.2 (TitleAuthority and Approval), 2.13(a)-(cSection 4.4 (Capitalization; Title to ▇▇▇▇▇▇ Subject Interests), Section 4.7(a) (Wimbledon No Adverse Changes), Section 4.8 (Taxes) and Section 4.12 (Brokerage Arrangements), (3) with respect to Shell Chemical, Section 5.1 (Organization), Section 5.2 (Authority and Approval), Section 5.4 (Title to Assets), 2.17 Section 5.6(a) (Diamond TransactionNo Adverse Changes), Section 5.7 (Taxes), and 2.16 Section 5.12 (Wimbledon EntitiesBrokerage Arrangements), and (4) (the “Seller Specified Representations”)) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of SOPUS, Section 6.1 (Organization), Section 6.2 (Authority and Approval), Section 6.4 (Title to Assets), Section 6.6(a) (No Adverse Changes), Section 6.7 (Taxes), and Section 6.12 (Brokerage Arrangements); provided, that the Acquiror Specified Representations) unless the Shell Parties’ aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductibleall claims under this Agreement, including for breaches or inaccuracies of representations and then only to the extent warranties contained in such sections described in this sentence and for breaches of such excesscovenants, and (ii) Acquiror’s aggregate liability under Section 8.01(c) (other than with respect to a breach of Section 3.02 (Authorization) (the “Acquiror Specified Representations”)) will shall not exceed the CapConsideration, absent fraud or willful misconduct; (d) no party will have any liability under Section 8.01(c) or 8.02(c) for any Loss arising out provided, further, however, that the payment and indemnification obligations of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (d)), unless such Loss exceeds $25,000, and any Losses that are disregarded each Shell Party 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will Article IX shall not be subject to any of the limitations contemplated limitation in this Section 8.07 or 11.6(a) and shall be included in any calculation excluded from the determination of whether any cap the maximum indemnification amount specified in the immediately preceding proviso has been reached or similar metric was met. This Section 8.07 will not apply to indemnification for Taxes, which shall be governed exclusively by Article IXexceeded. (b) For purposes of Sections 8.01(c) and 8.02(c)determining the amount of Damages with respect to any asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any qualification in any such representation or warranty qualifier as to materiality “material,” “materiality” or Snacks Business MAE will be taken into account SGOM Material Adverse Effect, Shell Chemical Material Adverse Effect or SOPUS Material Adverse Effect expressly contained in Article III, Article IV, Article V and Article VI, as applicable, provided that this Section 11.6(b) shall so modify the representations and warranties for purposes of first determining whether such a breach of any representation or warranty has been breachedoccurred. (c) Additionally, but in none of SGOM, Shell Chemical or SOPUS, on the event that such representation one hand, nor the SHLX Parties, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or warranty has been determined to have been breached, such qualification as to materiality exemplary damages suffered or Snacks Business MAE will thereafter be disregarded for purposes of determining incurred by the amount of Losses arising from such breach and Acquiror indemnified party or Seller, as the case may be, may recover the entire amount of such Losses subject only parties except to the Deductible and extent resulting pursuant to third party indemnity claims. No proviso of this Article XI shall apply to or limit any claim that a Party committed common law fraud or willful misconduct under Texas law involving any representation, warranty or covenant in this Agreement or the CapTransaction Documents, which may be brought at any time until lapse of the applicable statute of limitations provided by Texas law.

Limitations on Indemnification. (a) Notwithstanding anything to the contrary set forth in this Agreement Agreement, the Seller shall not be liable to the contraryBuyer Indemnified Parties under Section 8.02(a) unless and until the Losses incurred by all Buyer Indemnified Parties, in the aggregate, as a result thereof exceed, in the aggregate, $585,000 (the “Deductible”), in which case the Seller shall be liable for all Losses in excess of the Deductible; provided that the Losses with respect to any individual breach (or series of similar breaches arising from the same underlying facts or legal basis) of a representation or warranty exceed $17,500 (the “Mini-Basket”). In no event shall the Seller be liable for any Losses under Section 8.02(a) in excess of $11,700,000 in the aggregate (the “Cap”). (b) Notwithstanding the foregoing, none of the Cap, the Mini-Basket or the Deductible shall apply to Losses in connection with the following items: (i) indemnification under Sections 8.02(b), 8.02(c) and 8.02(d), (aii) the Fundamental Representations; or (iii) claims of fraud or intentional misrepresentation; provided that in no event shall the Seller will not have be liable for any liability Losses under this Article VIII in excess of the Purchase Price. In no event shall the Seller be liable for any Losses resulting from any intentional misrepresentations that, together with all other Losses under Section 8.02(c8.02(a), exceed $58,500,000 in the aggregate. (c) No Indemnified Party shall be entitled to recover under Section 8.02 or Section 8.03, (i) for Losses that are for special, consequential, incidental, indirect, punitive or exemplary damages (other than with respect to a breach damages arising from any Third Party Claim), (ii) for Losses for lost profits, income or revenue or diminution in value, (iii) for Losses based upon any multiplier of the Company’s earnings, including earnings before interest, tax, depreciation or amortization or any other valuation metric, (iv) to the extent the matter is reserved for or accrued against in the Latest Balance Sheet or the Closing Schedule and (v) for Losses for which any Indemnified Party has otherwise been compensated pursuant to any adjustments to the Purchase Price under Section 1.04. (d) The amount of any recovery by an Indemnified Party pursuant to Section 8.02 or Section 8.03 shall be net of the foreign, federal, state and/or local income Tax benefits actually realized by any Indemnified Party, as a result of the state of facts which entitled such Indemnified Party to recover from the other Party pursuant to Section 8.02 or Section 8.03. (e) The Indemnified Parties agree to use commercially reasonable efforts to pursue and collect on recovery available under, in the case of the Buyer Indemnified Parties, the post-Closing insurance policies of the Company, and, in the case of the Seller Specified Representations) unless Indemnified Parties, 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% pre-Closing insurance policies of the Final Purchase Price (Company and under claims available against any other third party based on the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by underlying claim asserted against the Seller Indemnitees thereunder exceeds or the Deductible, and then only to the extent of such excess, and (ii) Acquiror’s aggregate liability under 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 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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or SellerBuyer, as the case may be. The amount of any recovery by an Indemnified Party pursuant to Section 8.02 or Section 8.03 with respect to any claim shall be reduced by the proceeds actually recovered by such Indemnified Party under such insurance policies or against such third party with respect to such claim (net of any out-of-pocket costs and expenses incurred in obtaining such insurance proceeds and any related increases in insurance costs or premiums caused as a result of such claim). If such Indemnified Party actually receives proceeds from any insurance carrier or any other third party in respect of such claim after recovering any Losses pursuant to Section 8.02 or Section 8.03, may recover such Indemnified Party shall remit to the entire Seller or the Buyer, as applicable, an amount equal to the amount of such Losses subject only up to the Deductible amount of proceeds recovered. (f) Each Indemnified Party shall use commercially reasonable actions to mitigate Losses hereunder after the date on which one or more of the Indemnified Parties becomes aware of an event, occurrence or action and that such event, occurrence or action could reasonably be expected to give rise to Losses. (g) Notwithstanding anything herein to the Capcontrary, in no event shall any Indemnified Party be entitled to indemnification, reimbursement or other recovery for any amount to the extent any Indemnified Party has already been indemnified or reimbursed for such amount under any other provision of this Agreement.

Limitations on Indemnification. (a) Notwithstanding anything Buyer or Seller may assert a claim for indemnification under Section 9.2(a)(ii) or Section 9.2(b)(ii), as the case may be, only to the extent the Indemnitee gives notice of such claim to the Indemnifying Party prior to the expiration of the applicable time period set forth in Section 9.1. Any claims pursuant to Section 9.2(a)(i) or Section 9.2(b)(i) must be asserted within one year following the Closing Date. Any claim for indemnification not made in accordance with Section 9.3 by Buyer or Seller on or prior to the applicable date set, if any, forth in this Agreement to Article IX, and the contraryother Party’s indemnification obligations with respect thereto, will be irrevocably and unconditionally released and waived. (ab) Notwithstanding any other provision of this Article IX: (i) Seller will not have any liability indemnification obligations for Indemnifiable Losses under Section 8.02(cSections 9.2(a)(i) and 9.2(a)(ii) (other A) for any individual item where the Loss relating thereto is less than with $25,000 and (B) in respect of each individual item where the Loss relating thereto is equal to a breach of any of the Seller Specified Representations) or greater than $25,000, unless the aggregate liability for amount of all such Losses suffered by exceeds 1% of the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) Purchase Price, and then only to the extent of such excess; and (bii) Seller’s in no event will the aggregate liability indemnification to be paid by Seller under Section 8.02(cSections 9.2(a)(i) (other than with respect to a breach of Sections 2.01 (Organization), 2.02 (Authority), 2.11 (Brokers), 2.12 (Title), 2.13(a)-(cand 9.2(a)(ii) (Wimbledon Assets), 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entities) (the “Seller Specified Representations”)) will not exceed 15% of the Final Purchase Price Price. Notwithstanding the foregoing, (x) the “Cap”limitations set forth in Sections 9.4(b)(i) and 9.4(b)(ii) will not apply to claims asserted by Buyer for breaches of Sections 5.1, 5.2, 5.3(a); , 5.18, and 5.20, and (y) the aggregate indemnification to be paid by Seller under Section 9.2(a)(ii) with respect to breaches of Sections 5.1, 5.2, 5.3(a), 5.18, and 5.20, will not exceed 50% of the Purchase Price, less any other indemnification payments made by Seller pursuant to Sections 9.2(a)(i) and 9.2(a)(ii). (c) Notwithstanding any other provision of this Article IX: (i) Acquiror Buyer will not have any liability indemnification obligations for Indemnifiable Losses under Section 8.01(cSections 9.2(b)(i) and 9.2(b)(ii) (other A) for any individual item where the Loss relating thereto is less than with $25,000 and (B) in respect of each individual item where the Loss relating thereto is equal to a breach of any of the Acquiror Specified Representations) or greater than $25,000, unless the aggregate liability for amount of all such Losses suffered by exceeds 1% of the Seller Indemnitees thereunder exceeds the DeductiblePurchase Price, and then only to the extent of such excess, ; and (ii) Acquiror’s in no event will the aggregate liability indemnification to be paid by Buyer under Sections 9.2(b)(i) and 9.2(b)(ii) exceed 15% of the Purchase Price. Notwithstanding the foregoing, (x) the limitations set forth in Sections 9.4(c)(i) and 9.4(c)(ii) will not apply to claims asserted by Seller for breaches of Sections 6.1, 6.2, 6.3(a), 6.5, and 6.6, and (y) the aggregate indemnification to be paid by Buyer under Section 8.01(c9.2(b)(ii) (other than with respect to a breach breaches of Section 3.02 (Authorization) (the “Acquiror Specified Representations”Sections 6.1, 6.2, 6.3(a)) , 6.5, and 6.6 will not exceed 50% of the Cap; Purchase Price, less any other indemnification payments made by Buyer pursuant to Sections 9.2(b)(i) and 9.2(b)(ii). (d) no party No representation or warranty of any 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, or any certificate or other instrument delivered in accordance with the terms hereof. (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 Business, 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 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 Seller’s representations and warranties contained in this Agreement in favor of Buyer, each Buyer Party acknowledges and agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to any Buyer Party 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 any Buyer Party or any of Buyer’s Representatives, including any confidential memoranda distributed on behalf of Seller relating to the Business, the Purchased Assets, or the Assumed Obligations or other publications or data room information provided to any Buyer Party or Buyer’s Representatives, or any other document or information in any form provided to any Buyer Party 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 a Buyer Party or Buyer’s Representatives by any of Seller’s Representatives). EACH BUYER PARTY HEREBY ACKNOWLEDGES THAT, EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V, THE BUSINESS AND THE PURCHASED ASSETS ARE BEING PURCHASED ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS. (f) Seller shall have no liability to any Buyer Party or Affiliate thereof, other than Buyer, under or in connection with this Agreement or the transactions and other matters contemplated hereby, except that Seller shall indemnify each Buyer Party for any actual, direct monetary damages incurred by such Buyer Party as a result of any breach by Seller of its representations and warranties made in Section 5.11, Section 5.12, or Section 5.20 hereof or of any of Seller’s obligations to such Buyer Party under Section 8.01(c7.2(e), Section 7.9, or Section 7.12 hereof, in each case subject to and in accordance with the procedures for and all limitations (as to both time and amount) or 8.02(c) for any Loss arising out on indemnification by Seller set forth in this Article IX; provided, however, that all Claims of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will all Buyer Parties shall be aggregated for purposes of this clause (d)), unless such Loss exceeds $25,000, determining and applying 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 indemnifiable Loss to the extent such Losses are reflected limitations 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 any such breach and Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Capindemnification.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement The Indemnifying Party shall not be liable to the contrary, (aIndemnified Party pursuant to the indemnification provisions of Section 9.1(b)(i)(A) Seller will not have any liability under or Section 8.02(c) (other than with respect to a breach of any of the Seller Specified Representations9.1(b)(ii)(A) unless the aggregate liability Indemnifying Party receives notice from the Indemnified Party of its claim for Losses suffered by indemnification hereunder within eighteen (18) months after the Acquiror Indemnitees thereunder exceeds $25,000,000 Closing Date (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"Termination Date"), 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 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 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 indemnifiable Loss to the extent 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. (b) For purposes Pursuant to claims for indemnification pursuant to the indemnification provisions of Sections 8.01(cSection 9.1(b)(i)(A) and 8.02(cor Section 9.1(b)(ii)(A), 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 the Indemnifying Party (which in the event that case of the Aplio Shareholders shall include all Aplio Shareholders and not each Aplio Shareholder individually) shall only be liable to an Indemnified Party to the extent the aggregate amount of such representation or warranty has been determined to have been breachedclaims by the Indemnified Party for indemnification exceeds $250,000 in the aggregate (the "Indemnity Basket"), such qualification as to materiality or Snacks Business MAE will thereafter be disregarded for purposes of determining whereupon the amount of Losses all such claims in excess of the Indemnity Basket shall be recoverable in accordance with the terms hereof. (c) If the transaction has occurred, (i) the aggregate liability of the Aplio Shareholders for any and all Damages arising from such breach indemnification claims pursuant to Section 9.1(b)(i)(A) shall not exceed $4.3 million, (ii) the liability of any Aplio Shareholder for any and Acquiror or Sellerall Damages arising from indemnification claims pursuant to Section 9.1(b)(i)(A), as in the case may beaggregate, may recover shall not exceed the entire amount of the Indemnity Holdback Amount allocated to such Losses subject only Aplio Shareholder as set forth on Schedule 2.2, and (iii) the aggregate liability of Net2Phone for any and all Damages arising from indemnification claims pursuant to the Deductible and the Cap.Section 9.1(b)(ii)(A) shall not exceed $4.3

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (a) Seller will shall not have any liability under Section 8.02(c9.2(a)(i) (other than with respect and Purchaser shall not have any liability under Section 9.2(b)(i) unless and until the aggregate amount of Losses to a breach the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any of the Seller Specified Representationsrepresentations or warranties (other than the representations and warranties set forth in Sections 4.1 (Organization; Qualification), 4.2 (Authorization; Validity of Agreement), 4.3 (Consents and Approvals; No Violations), 4.5 (Title to Properties; Liens), 4.12 (Tax Matters), 5.1 (Organization), 5.2 (Authorization; Validity of Agreement) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder and 5.3 (Consents and Approvals; No Violations)) to be true and correct exceeds $25,000,000 100,000 (the “Deductible”) and then and, in such event, the indemnifying party shall be required to pay only to the extent amount of such excessLosses that exceeds the Deductible. No claim for Losses may be made for indemnification or aggregated with any other claim for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i) if the amount of such claim does not exceed $10,000 (the “Per Item Deductible”); provided, that the Per Item Deductible shall not apply to (bi) Seller’s aggregate liability under any claims for indemnification pursuant to Section 8.02(c9.2(a)(i) or Section 9.2(b)(i) based upon, attributable to or resulting from the failure of any of the representations and warranties set forth in Sections 4.1 (other than with respect Organization; Qualification), 4.2 (Authorization; Validity of Agreement), 4.3 (Consents and Approvals; No Violations), 4.5 (Title to a breach of Sections 2.01 Properties; Liens), 4.12 (Tax Matters), 5.1 (Organization), 2.02 5.2 (AuthorityAuthorization; Validity of Agreement) and 5.3 (Consents and Approvals; No Violations) to be true and correct in all respects at the date hereof and at the Closing Date or (ii) claims for indemnification due to Losses related to the Pipeline Loans or repurchases of Pipeline Loans pursuant to Section 9.3(e). (b) No claim for Losses may be made for indemnification or aggregated with any other claim for indemnification by Purchaser under Section 9.2(a)(ii) or Seller under Section 9.2(b)(ii) if the amount of such claim does not exceed the Per Item Deductible (other than the covenants, agreements and obligations set forth in Sections 6.5 (Further Action), 2.11 6.6 (Brokers), 2.12 (Title), 2.13(a)-(c) (Wimbledon Assets), 2.17 (Diamond No Solicitation of Competing Transaction), and 2.16 6.7 (Wimbledon EntitiesNon-Solicitation and Confidentiality)); provided, however, once the aggregate amount of claims subject to the Per Item Deductible and all other claims exceeds the Deductible, each claim thereafter shall no longer be subject to the Per Item Deductible. (c) (Neither Seller nor Purchaser shall be required to indemnify, any Person under Section 9.2(a)(i) or 9.2(b)(i) for an aggregate amount of Losses exceeding the “Seller Specified Representations”)) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than in connection with respect Losses related to a the breach of any of the Acquiror Specified Representationsrepresentations and warranties of Seller or Purchaser in Articles IV and V, respectively; provided, that the Cap limitation shall not apply to (i) unless Losses related to the aggregate liability breach of any representation or warranty contained in Sections 4.2 (Authorization; Validity of Agreement), 4.5 (Title to Properties; Liens) and 5.2 (Authorization; Validity of Agreement) or (ii) claims for indemnification due to Losses suffered by related to the Pipeline Loans or repurchases of Pipeline Loans pursuant to Section 9.3(e). Neither Seller Indemnitees thereunder exceeds nor Purchaser shall be required to indemnify, any Person under Sections 9.2(a)(ii) or 9.2(b)(ii) for breaches of the Deductiblecovenants, and then agreements or obligations set forth in Section 6.4 (Government Approvals) (but only to the extent of that any such excessbreach occurred after the Closing), and Section 6.8 (ii) Acquiror’s aggregate liability under Section 8.01(c) (other than with respect to a breach use 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(cname) for any Loss arising out an aggregate amount of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (d)), unless such Loss exceeds $25,000, and any Losses that are disregarded pursuant to this clause (d) will not be aggregated for purposes exceeding 25% 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 indemnifiable Loss to the extent 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 IXPurchase Price. (bd) For purposes of Sections 8.01(c(i) and 8.02(c), determining whether any qualification in any such representation or warranty was true and correct on the date hereof or as to of the Closing Date, (ii) determining whether any covenant, agreement or obligation under this Agreement was breached, or (iii) calculating Losses hereunder, any materiality or Snacks Business MAE will be taken into account for purposes of determining whether such representation or warranty has been breached, but Material Adverse Effect qualifications in the event that such representation or warranty has been determined to have been breachedrepresentations, such qualification as to materiality or Snacks Business MAE will thereafter warranties, covenants and agreements shall be disregarded for purposes of determining the amount of Losses arising from such breach and Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Capdisregarded.

Limitations on Indemnification. (a) Notwithstanding anything The Indemnified Parties shall not be entitled to any indemnification in this Agreement respect of Losses incurred by any Indemnified Party pursuant to the contrary, (aSection 9.1(a)(i) 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) or 9.1(b)(i): unless and until the aggregate liability for amount of such Losses suffered by the Acquiror Indemnitees thereunder plus any unindemnified Audit Losses exceeds $25,000,000 600,000 (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 RepresentationsDeductible Amount”)) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for 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 Section 8.01(c) (other than with respect to such excess; provided, however, that if the Losses with respect to any breach (or series of breaches arising from the same or substantially similar facts or circumstances) do not exceed $5,000, then the Indemnified Parties shall not be entitled to indemnification hereunder with respect to such Losses. Notwithstanding the foregoing, any indemnification arising out of a breach of the representations and warranties contained in Section 3.02 3.1, 3.2, 3.4, 3.5, 3.9, 3.14, 3.19, 3.20, 4.1, 4.2, 5.1, 5.2, 5.5, 5.6, 5.7 and 5.10 (Authorization) (collectively the “Acquiror Specified RepresentationsFundamental Matters”)) 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 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to any of the limitations contemplated set forth in this Section 8.07 9.4(a) 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.otherwise set forth herein (b) For purposes of Sections 8.01(c) The aggregate Losses jointly and 8.02(cseverally payable by the Company Stockholder and Furano with respect to all Claims for indemnification pursuant to Section 9.1(a)(i), other than the Fundamental Matters, shall not exceed $20,000,000. (c) The aggregate Losses payable by Parent with respect to all Claims for indemnification pursuant to Section 9.1(b)(i), other than the Fundamental Matters, shall not exceed $20,000,000. (d) (i) Any Loss for which indemnification is provided to any qualification Parent Indemnified Party under this Agreement shall be reduced to give effect to any insurance proceeds, indemnity, contribution or other payments or recoveries of a like nature actually received by the Parent Indemnified Party in connection with such Loss net of any costs of collections with respect to such policies as a result of such claims. Parent shall use its commercially reasonable efforts to cause the Parent Indemnified Parties to seek the benefits of any insurance, indemnity, contribution or other payments or recoveries of like nature applicable to such Losses; provided, that, if in the Parent’s reasonable, good faith judgment, the making of such a claim is reasonably likely to result in a significant experience based premium increase in an insurance policy it maintains with respect to such claim, then Parent shall not be required to seek the benefits of such policy unless Furano agrees to compensate the Parent for any such 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 significant experience based premium increase which results directly from 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 Acquiror or Seller, as the case may be, may recover the entire amount making of such Losses subject only claim. No obligation of Parent under this Section 9.4(c) shall limit, delay or otherwise affect the rights of Parent to recover from the Deductible and the CapCompany Stockholder and/or Furano pursuant to Section 9.1(a).

Limitations on Indemnification. (a) Notwithstanding anything There shall be no liability for Damages for breaches of representations and warranties unless and until the aggregate amount of all Damages for all claims asserted by the Buyer Indemnified Parties exceeds Five Hundred Thousand Dollars ($500,000); provided, however, after such amount of Damages exceeds Five Hundred Thousand Dollars ($500,000), all Damages, excluding the first Two Hundred Fifty Thousand Dollars ($250,000), shall be recoverable by the Buyer Indemnified Parties. There shall be no liability for Damages for breaches of representations and warranties unless and until the aggregate amount of all Damages for all claims asserted by the Seller Indemnified Parties exceeds Five Hundred Thousand Dollars ($500,000); provided, however, after such amount of Damages exceeds Five Hundred Thousand Dollars ($500,000), all Damages, excluding the first Two Hundred Fifty Thousand Dollars (b) The indemnification obligations of the Sellers for breaches of representations and warranties shall be limited to an amount equal to Ten Million Dollars ($10,000,000). The indemnification obligations of the Buyer for breaches of representations and warranties shall be limited to an amount equal to Ten Million Dollars ($10,000,000). The foregoing limitations in this Agreement Section 9.5(b) above shall not apply to (i) the contraryrepresentations and warranties set forth in Section 3.2 (Authority), Section 3.4 (Capitalization), Section 3.8 (Employee Benefit Plans), Section 3.10 (Taxes), the Selected Government Contracts Sections, Section 3.20 (Brokers), Section 4.3 (Company Shares), Section 4.4 (Brokers) and Section 5.7 (Brokers), (aii) Seller will not have any liability under Section 8.02(cclaims regarding Buyer’s obligation to pay the Second Per Share Post-Closing Amount or (iii) (other than claims based on criminal matters, fraud or intentional misrepresentation, with respect to which, in each case, no Damages shall be counted in determining whether the cap in this Section 9.5(b) has been exceeded. (c) For purposes of determining any breach of any representation or warranty for purposes of indemnification under this Article IX, all representations and warranties shall be treated as if the words “materially,” “in all material respects” or similar words were omitted from such representations and warranties. The indemnification obligations of the parties hereto and the rights and remedies that may be exercised by an Indemnified Party shall not be limited or otherwise affected by or as a breach result of any information furnished to, or any investigation made by or knowledge of any of the Seller Specified RepresentationsIndemnified Parties or any of their Representatives. (d) unless the aggregate liability for Losses suffered The amount that may be recovered hereunder by an Indemnified Party shall be reduced by an amount equal to any insurance recovery actually received by the Acquiror Indemnitees thereunder exceeds $25,000,000 Indemnified Party (the “Deductible”) and then only except to the extent of such excess; (b) Seller’s aggregate liability under Section 8.02(c) (any repayment or increase in past, present or future insurance premiums or 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) (similar repayment mechanisms payable following the “Seller Specified Representations”)) will not exceed 15% date of the Final Purchase Price (the “Cap”); (cclaim giving rise to such increase, determined on a present value basis) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any and shall be appropriately adjusted for calculations of the Acquiror Specified Representations) unless related Tax consequences and for the aggregate liability for Losses suffered by time value of money. The Buyer shall have the Seller Indemnitees thereunder exceeds the Deductible, and then only right to the extent of such excess, and (ii) Acquiror’s aggregate liability under Section 8.01(c) (other than with respect determine in its sole discretion whether 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 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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) and 8.02(c), any qualification in pursue any such representation insurance 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the CapTax recovery.

Limitations on Indemnification. (a) Notwithstanding anything There shall be no liability for Damages for breaches of representations and warranties unless and until the aggregate amount of all Damages for all claims asserted by the Buyer Indemnified Parties exceeds Four Hundred Thousand Dollars ($400,000); provided, however, after such amount of Damages exceeds Four Hundred Thousand Dollars ($400,000), all Damages, excluding the first Four Hundred Thousand Dollars ($400,000), shall be recoverable by the Buyer Indemnified Parties. There shall be no liability for Damages for breaches of representations and warranties unless and until the aggregate amount of all Damages for all claims asserted by the Seller Indemnified Parties exceeds Four Hundred Thousand Dollars ($400,000); provided, however, after such amount of Damages exceeds Four Hundred Thousand Dollars ($400,000), all Damages, excluding the first Four Hundred Thousand Dollars ($400,000), shall be recoverable by the Seller Indemnified Parties. The foregoing limitations in this Agreement Section 9.5(a) above shall not apply to (i) the contrary, representations and warranties set forth in Sections 3.4 (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 (OrganizationCapitalization), 2.02 3.8 (AuthorityEmployee Benefit Plans), 2.11 3.10 (Taxes), 3.20 (Brokers), 2.12 4.4 (TitleCompany Stock), 2.13(a)-(c4.5 (Brokers) and 5.4 (Wimbledon AssetsBrokers), 2.17 or (Diamond Transaction)ii) claims based on fraud or intentional misrepresentation, and 2.16 (Wimbledon Entities) (the “Seller Specified Representations”)) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of which, in each case, all Damages shall be recoverable from the Acquiror Specified Representations) unless first dollar and shall be counted in determining whether the aggregate liability for 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 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 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject to any of the limitations contemplated thresholds 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 IX9.5(a) have been exceeded. (b) The indemnification obligations of the Seller Parties for breaches of representations and warranties shall be limited to an amount equal to Nine Million Three Hundred Seventy Thousand Dollars ($9,370,000) plus the amount of any interest, dividends and other income resulting from the investment of the Escrowed Funds and earnings thereon and proceeds thereof. The indemnification obligations of Parent and Merger Sub for breaches of representations and warranties shall be limited to Nine Million Three Hundred Seventy Thousand Dollars ($9,370,000) plus the amount of any interest, dividends and other income resulting from the investment of the Escrowed Funds and earnings thereon and proceeds thereof. The foregoing limitations in this Section 9.5(b) above shall not apply to (i) the representations and warranties set forth in Sections 3.4 (Capitalization), 3.8 (Employee Benefit Plans), 3.10 (Taxes), 3.15 (Government Contracts), 3.20 (Brokers), 4.4 (Company Stock), 4.5 (Brokers) and 5.4 (Brokers), or (ii) claims based on fraud or intentional misrepresentation, with respect to which, in each case, (A) no Damages shall be counted in determining whether the cap in this Section 9.5(b) has been exceeded, and (B) the indemnification obligations shall be limited to an aggregate amount equal to the Merger Consideration. The indemnification obligations of the parties hereto and the rights and remedies that may be exercised by an Indemnified Party shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of any of the Indemnified Parties or any of their Representatives. (c) The amount that may be recovered hereunder by an Indemnified Party shall be reduced by an amount equal to any insurance recovery actually received by the Indemnified Party (except to the extent any such insurance proceeds must be repaid by the Indemnified Party or its Affiliates to the insurer through adjustments to past, present or future insurance premiums or other similar mechanisms payable within the three (3) year period following the date of the claim giving rise to such increase) and shall be appropriately adjusted for actual Tax consequences and for the time value of money. Parent and Merger Sub shall have the right to determine in their sole discretion whether to pursue any such insurance or Tax recovery. (d) To the extent a Liability for Taxes was reflected as a “Deferred tax liability” or otherwise expressly set forth as a tax liability under the heading “Current Liabilities” on the Closing Balance Sheet, as finally determined pursuant to Section 1.12, the Buyer Indemnified Parties shall not be entitled to indemnification for such Liability for Taxes under Section 6.6(a), Section 9.1(a)(i) or Section 9.1(a)(vi). (e) For purposes of Sections 8.01(cthis Article IX, all representations and warranties in Section 3.15(b) and 8.02(c), any qualification shall be construed as if the words “materially,” “in any such representation all material respects” 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 similar words were omitted from such breach representations and Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Capwarranties.

Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: 9.4.1 Other than claims in respect of a breach of or inaccuracy in a Fundamental Representation, (i) in no event shall Seller or Existing Operator be liable, or required to make any payment pursuant to Section 9.2(i), for any Seller Indemnifiable Damages suffered by any of the Purchaser Indemnified Persons (a) Notwithstanding anything in this Agreement for any De Minimis Claims, and (b) unless and until the aggregate dollar amount of all such Seller Indemnifiable Damages (together with all damages indemnifiable pursuant to Section 9.2(i) of the contrarySeparate PSA, as well as any De Minimis Claims) exceeds Five Hundred Eighty Five Thousand and no/100 Dollars (a) Seller will not have any liability under Section 8.02(c$585,000.00) (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 (such amount, the “DeductibleBasket Amount”) ), and then only to the extent of such excess; excess and (bii) Seller’s the maximum aggregate liability of Seller and Existing Operator in respect of all claims or rights of action against Seller and/or Existing Operator arising under or pursuant to Section 8.02(c9.2(i) of this Agreement (other than together with respect all damages indemnifiable pursuant to a breach Section 9.2(i) of Sections 2.01 (Organization), 2.02 (Authority), 2.11 (Brokers), 2.12 (Title), 2.13(a)-(cthe Separate PSA) (Wimbledon Assets), 2.17 (Diamond Transaction)shall be limited to, and 2.16 not exceed, Six Million and no/100 Dollars (Wimbledon Entities$6,000,000.00) (the “Seller Specified Representations”)) will not exceed 15% of the Final Purchase Price (the “Liability Cap”); . Notwithstanding the foregoing, if the Separate PSA is terminated, but the Closing occurs under this Agreement, the Basket Amount and the Liability Cap shall be adjusted to Three Hundred Forty-Eight Thousand Five Hundred Eleven and no/100 Dollars (c$348,511.00) and Three Million Five Hundred Seventy-Four Thousand Four Hundred Sixty-Eight and no/100 Dollars ($3,574,468.00), respectively. 9.4.2 Other than claims in respect of a breach of or inaccuracy in a Fundamental Representation, (i) Acquiror will not have in no event shall Purchaser be liable for, or required to make any liability under payment pursuant to Section 8.01(c) (other than with respect to a breach of 9.3(i), for any of the Acquiror Specified Representations) unless the aggregate liability for Losses Purchaser Indemnifiable Damages suffered by the Seller Indemnitees thereunder Indemnified Persons (a) for any De Minimis Claims, and (b) unless and until the aggregate dollar amount of all such Purchaser Indemnifiable Damages under this Agreement (together with all similar damages indemnifiable pursuant to Section 9.3(i) of the Separate PSA, but excluding De Minimis Claims) exceeds the DeductibleBasket Amount, and then only to the extent of such excess, and (ii) Acquiror’s the maximum aggregate liability of Purchaser in respect of all claims or rights of action against Purchaser arising under or pursuant to Section 8.01(c9.3(i) (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 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 Agreement (d)), unless such Loss exceeds $25,000together with all similar damages indemnifiable pursuant to Section 9.3(i) of the Separate PSA) shall be limited to, and any Losses that are disregarded pursuant to this clause (d) will not be aggregated for purposes of exceed, 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 indemnifiable Loss to the extent 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. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Liability Cap.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement the provisions of Sections 9.2 and 9.3, the Stockholders shall not be required to the contrary, (a) Seller will not have any liability under Section 8.02(c) (other than with respect to a breach of indemnify or hold harmless any of the Seller Specified RepresentationsBuyer Indemnified Parties on account of any Buyer Losses under: (i) Section 9.2(a)(i); or (ii) resulting from breaches of the covenants set forth in Section 5.1(a) and 5.1(f) through (j) which breaches do not involve a payment, distribution or conferring of a benefit to any Stockholder, Principal or Affiliate of the Company; or (iii) Section 9.3(i) unless the aggregate liability for of the Stockholders in respect of all Buyer Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 425,000 (the “Deductible”) and then only to "Threshold Amount"). Once the extent Threshold Amount has been exceeded, Buyer Losses shall be calculated based on the full amount of such excess; the Buyer Losses, including the Threshold Amount. (b) Seller’s aggregate liability under Notwithstanding the provisions of Section 8.02(c) (other than with respect 9.4, Buyer shall not be required 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) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of indemnify or hold harmless any of the Acquiror Specified RepresentationsStockholders on account of any Stockholder Losses under Section 9.4(a) unless the aggregate liability for of Buyer in respect of all Stockholder Losses suffered by the Seller Indemnitees thereunder exceeds the DeductibleThreshold Amount. Once the Threshold Amount has been exceeded, and then only Losses shall be calculated based on the full amount of the Losses, including the Threshold Amount. (c) Notwithstanding any provision herein to the extent of such excesscontrary, and (ii) Acquiror’s aggregate liability under 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 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 limitations set forth in clauses (a) through and (cb) of this Section 9.6 shall not apply to (i) breaches or inaccuracies of the representations and warranties contained in Sections 2.2, 2.3, 2.4, 3.1, 3.2, 4.1, 4.2 and 4.5 (ii) Losses by reason of any claims brought on the basis of fraud by a party hereto in connection with this Agreement, and (iii) any indemnity obligations set forth in Sections 9.2(a)(ii) (except as described in Section 9.6(a)(ii); ), 9.3(ii) and/or 9.4(b). (d) The aggregate liability of the Stockholders on the one hand, and the Buyer on the other hand, for the matters described in this Article IX shall not exceed 10% of the Purchase Price except with respect to the matters described in 9.6(c)(i), 9.6(c)(ii) and 9.3(ii). (e) neither Seller nor Acquiror will have After the Closing, the rights and remedies set forth in this Article IX and in the Escrow Agreement shall be the exclusive rights or remedies of any liability under Section 8.02(cparty hereto for misrepresentations or breaches of warranties and/or covenants contained in this Agreement, other than (i) claims brought on the basis of fraud by a party hereto in connection with this Agreement, or Section 8.01(c), (ii) Buyer's right to seek injunctive relief or any other remedies for any otherwise indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs breaches 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 IXVII. (b) For purposes of Sections 8.01(c) and 8.02(c), 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Cap.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement Section 9.2 to the contrary, : (ai) the Seller will Indemnifying Party shall not have any liability be obligated to provide indemnification for Losses in respect of claims made by Buyer or an Affiliate under Section 8.02(c9.2 above except to the extent (A) (the total of all Losses in respect of claims made by Buyer or its Affiliates for indemnification, other than as relates to Section 3.11, Section 6.4(a) and Section 6.4(b), shall exceed US$1,500,000 in the aggregate (the “General Deductible”), and (B) with respect to a breach Section 3.11, Section 6.4(a) and Section 6.4(b), the total of any all Losses in respect of the Seller Specified Representationsclaims made by Buyer or its Affiliates for indemnification relating to such Section 3.11, Section 6.4(a) unless and Section 6.4(b), shall exceed US$1,500,000 in the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Tax Deductible”), in each case (A) and then only to (B) whereupon the extent total amount of such excess; Losses in excess of the General Deductible or Tax Deductible, as applicable, shall be recoverable by Buyer and its Affiliates in accordance with the terms hereof, and (bii) Seller’s the maximum aggregate liability amount payable by the Seller Indemnifying Party to Buyer and its Affiliates for Losses in respect of claims made by Buyer and its Affiliates for indemnification under Section 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 9.2 shall not exceed 15the amount which equals (in U.S. dollars) 5% (five percent) of the Final Base Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductibleprovided, and then only to the extent of such excesshowever, and (ii) Acquiror’s aggregate liability under 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 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 indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will Buyer shall not be subject to any such limitations for Losses actually incurred as a result of fraud by a Seller, or pursuant to Sections 3.2, Section 3.11, Section 4.5, Section 6.4(a), Section 6.4(b), this Section 9.4(a), and Section 5 of Exhibit H, and the limitations contemplated General Deductible and Tax Deductible shall not apply again to the first sentence of Section 3.7 (to avoid double counting). (b) All representations and warranties of Sellers in this Section 8.07 or be Agreement, other than those 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 3.10 shall be governed exclusively by construed as if the terms “material” and “in all material respects”, “Material Adverse Effect”, (and in each case variations thereof) and any reference were omitted from such representations and warranties solely for the purposes of calculating amounts set out in this Article IX. (bc) For purposes Notwithstanding anything herein to the contrary, the Parties agree that Buyer and/or Affiliate will not be entitled to present any claim for indemnification from the Seller Indemnifying Party for any Loss resulting from the disallowance of Sections 8.01(c) Tax Losses available for carry-forward at the level of the Companies and 8.02(c)Company Subsidiaries, 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 shown 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 Companies’ and Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the CapCompanies Subsidiaries’ Tax Returns.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (ai) Seller will not have any liability under Section 8.02(c7.02(d) (other than with respect to a breach of Sections 2.01, 2.02, 2.04(a)-(b), 2.14, 2.20 and 2.21 (collectively, the “Seller Specified Representations”)) unless the aggregate liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $72,000,000 (the “Deductible”), and then only to the extent of such excess, (ii) Seller’s aggregate liability under Section 7.02(d) (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 will not exceed 360,000,000 (the “DeductibleCap”), (iii) and then only to the extent of such excess; (bA) Seller’s aggregate Acquiror will not have any liability under Section 8.02(c7.01(d) (other than with respect to a breach of Sections 2.01 (Organization)3.01, 2.02 (Authority), 2.11 (Brokers), 2.12 (Title), 2.13(a)-(c3.02 and 3.04(a)-(b) (Wimbledon Assets)collectively, 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entities) (the “Seller Acquiror Specified Representations”)) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (iiB) Acquiror’s aggregate liability under Section 8.01(c7.01(d) (other than with respect to a breach of Section 3.02 (Authorization) (any of the “Acquiror Specified Representations”)) will not exceed the Cap; , (div) no party Party will have any liability under Section 8.01(c7.01(d) or 8.02(c) 7.02(d), as applicable, for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (div)), unless such Loss exceeds $25,000300,000, and any Losses that are disregarded pursuant to this clause (div) will not be aggregated for purposes of the preceding clauses (ai) through (ciii); , (ev) neither Seller nor Acquiror in no event will have any Seller’s liability under Section 8.02(c7.02(b) (A) exceed $50,000,000 in the aggregate, or Section 8.01(c)(B) exceed, for any otherwise indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Costs of defense will not be subject with respect to any of Shared Customer Contract, $15,000,000, and (vi) in no event will Acquiror’s liability under Section 7.01(b) (A) exceed $50,000,000 in the limitations contemplated in this Section 8.07 aggregate, or be included in (B) exceed, with respect to any calculation of whether any cap or similar metric was met. This Section 8.07 will not apply to indemnification for TaxesShared Customer Contract, which shall be governed exclusively by Article IX$15,000,000. (b) For purposes of Sections 8.01(cNeither Section 7.07(a) and 8.02(c), nor Section 9.01 shall limit any qualification in any such representation Party’s rights 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 remedies 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 Acquiror or Seller, as the case may be, may recover the entire amount of such Losses subject only to the Deductible and the Capfraud.