Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. (a) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. 10.4.1. To the extent that any circumstance giving rise to indemnification under this Section ‎10 is reasonably capable of being remedied by the Indemnifying Person (aas defined below), the Indemnified Person (as defined below) Seller shall not afford the Indemnifying Person such opportunity as is reasonable to remedy such circumstance. 10.4.2. No indemnification shall be required payable to indemnify the Purchaser any Buyer Indemnified Parties Person under Section 9.1(a), Section 9.1(b) ‎10.2.1 or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the any Seller Indemnified Parties Person under Section 9.2 unless ‎10.3.1, until the aggregate amount of all Losses incurred by the all Buyer Indemnified Parties as a result of such breachesPersons or all Seller Indemnified Persons, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser US$300,000 (Three Hundred Thousand United States Dollars), whereupon Buyer Indemnified Parties, on the one hand, Persons or the Seller Indemnified PartiesPersons, on as the other handcase may be, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back receive the full amount of all Losses (i.e., including the first US$300,000 (Three Hundred Thousand United States Dollars) of such Losses); 10.4.3. The maximum aggregate liability of Seller pursuant to Section ‎10.2.1 and of Buyer pursuant to ‎10.3.1 shall be the equal to $5,250,000 (Five ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars) (the “Maximum Indemnification Amount”), except for claims arising from fraud or willful misrepresentation, to which the Maximum Indemnification Amount shall not apply; 10.4.4. Anything herein to the first dollar; providedcontrary notwithstanding, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller Buyer shall not be required entitled to indemnify the Purchaser Indemnified Parties under Section 9.1(a)recover any indirect, Section 9.1(b) consequential, special, exemplary, punitive or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses similar damages, except to the extent that such damages are awarded to a third party in a Third Party Claim (as defined below); 10.4.5. No claims for indemnification against any Indemnifying Person (as such term is defined below) under this Section ‎10, may be made following the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf expiration of the indemnifying party Survival Date, with the exception only of claims based on fraud or an Affiliate thereof upon willful misrepresentation, which shall survive for the indemnified party, as applicableperiod of their statutory limitation. (c) Following 10.4.6. As security for the indemnity provided by Seller for in Section ‎10.2.1 above only, at the Closing, the sole and exclusive remedy Buyer shall deposit a portion of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf cash amount of the indemnifying party or an Affiliate thereof upon Purchase Price payable at the indemnified party) shall Closing with the Escrow Agent as detailed below (the "Escrow Amount"), to be pursuant to governed by the indemnification provisions terms set forth in this ARTICLE IXthe Escrow Agreement. The Escrow Amount shall be deposited into an interest bearing account and interest earned thereon will be held and distributed in accordance with the Escrow Agreement. The Escrow Amount to be deposited shall equal the result of the following calculation: (i) $3,500,000 minus (ii) any amount of the Purchase Price that is subject to the Earn-Out Mechanism as at the Closing, such that if at least US$ 3,500,000 of the Purchase Price is subject to the Earn-Out Mechanism as at the Closing, then no amount shall be deposited with the Escrow Agent. Subject to the terms of the Escrow Agreement, the Escrow Amount shall be held by the Escrow Agent for a period of 12 months, immediately following which the full amount of the Escrow Amount held at such time by the Escrow Agent shall be released and transferred by the Escrow Agent to the Seller.

Limitations on Indemnification. Notwithstanding the foregoing, the right to indemnification under this Section 8 shall be subject to the following terms: (a) Seller No indemnification shall not be required payable pursuant to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) 8.2 or Section 9.1(d) through Section 9.1(i) 8.3 unless and Purchaser shall not be required to indemnify until the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by claims for indemnification pursuant to the Indemnified Parties as a result of such breaches, as the case may be, applicable Section exceeds $25,000.00. Once 250,000 in the aggregate, whereupon indemnification pursuant to such aggregate amount of Section shall be payable for all such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to claims without any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicablededuction. (b) Seller No indemnification shall not be required payable pursuant to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) 8.2 or Section 9.1(d8.3 after the Expiration Date, except with respect to (i) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses claims made prior to the extent Expiration Date, but not resolved by the aggregate amount of all such Losses exceeds $1,000,000 Expiration Date and (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply ii) claims made with respect to any claim breach of common law fraud alleged to have been committed by or on behalf Sections 3.1, 3.2, 3.3 and 3.17, which may be made at any time until the thirty (30) month anniversary of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableClosing Date. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed Except as provided in Section 9.1 or 8.6(d), all indemnification claims under Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) 8.2 shall be satisfied solely from the shares held pursuant to the indemnification provisions set forth Escrow Agreement and no person shall have any right to recovery directly from any person who was a holder of Seller Stock immediately prior to the Effective Time. Without limitation of the foregoing, the maximum liability of any former holder of Seller Stock for any breach of a representation, warranty or covenant of Seller shall be limited to those shares in this ARTICLE IXwhich such holder has an interest that are held pursuant to the Escrow Agreement. (d) The limitations of Section 8.6(a), (b) and (c) shall not apply in the case of a fraudulent or intentional misrepresentation or breach by any party, but no person shall be liable for any such misrepresentation or breach by any other person (except to the extent of its share of the shares held under the Escrow Agreement). (e) In determining the amount of any indemnity, there shall be taken into account any tax benefit, insurance proceeds or other similar recovery or offset realized, directly or indirectly, by the party to be indemnified.

Limitations on Indemnification. The obligations to indemnify, defend, and hold harmless set forth in Sections 11.1 (Indemnification by Selecta) and 11.2 (Indemnification by Spark) shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) Seller shall not be required to indemnify notifying the Purchaser Indemnified Parties under Section 9.1(a)indemnifying Party of a claim, Section 9.1(b) demand or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount suit within [***] of all Losses incurred by the Indemnified Parties as a result receipt of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollarsame; provided, however, that the limitations contained Indemnitee’s failure or delay in this sentence and the immediately preceding sentence providing such notice shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of relieve the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses Party of its indemnification obligation except to the extent the aggregate amount indemnifying Party is prejudiced thereby; (b) allowing the indemnifying Party or its insurers the right to assume direction and control of all the defense of any claim, demand or suit; (c) using its best efforts to cooperate with the indemnifying Party or its insurers, at the indemnifying Party’s expense, in the defense of such Losses exceeds $1,000,000 claim, demand or suit; and (the “Indemnity Cap”); providedd) not settling or compromising any claim, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by demand or on behalf suit without prior written authorization of the indemnifying party Party (not to be unreasonably withheld). The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim, demand or an Affiliate thereof upon suit and will not settle or otherwise resolve such claim, demand or suit without the indemnified partyIndemnitee’s prior written consent, as applicable. (c) Following the Closingwhich will not be unreasonably withheld, the sole and exclusive remedy of the parties hereto conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the indemnifying Party will be fully-responsible. The Indemnitee shall have the right, at the Indemnitee’s expense, to employ one separate counsel and all claims relating to participate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the matters addressed omitted portions in Section 9.1 the defense of such claim, demand or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of suit; provided that the indemnifying party Party shall bear the reasonable fees, costs and expenses of one such separate counsel and participation if the Indemnitee shall have reasonably determined, after consultation with counsel, that an actual or an Affiliate thereof upon potential conflict of interest makes representation by the indemnified party) shall be pursuant to same counsel or the indemnification provisions set forth in this ARTICLE IXcounsel selected by the indemnifying Party inappropriate.

Limitations on Indemnification. (a) Notwithstanding anything herein to the contrary, Seller shall not be required obligated to indemnify the Purchaser Indemnified Parties under Section 9.1(aor any other Indemnitee unless and until (i) each individual claim for Purchaser Damages exceeds Twenty Five Thousand Dollars ($25,000), Section 9.1(band (ii) or Section 9.1(dthe aggregate of all Purchaser Damages exceeds Six Hundred Thousand Dollars ($600,000) through Section 9.1(i) and (the “Basket”), after which Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to recover all Purchaser Damages including the first dollarBasket; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent no circumstances will the aggregate amount of all such Losses exceeds Purchaser Damages exceed Six Million Dollars ($1,000,000 6,000,000) (the “Indemnity Seller’s Indemnification Cap”); provided, however, further, that the limitations contained in this sentence Seller’s Indemnification Cap and the Basket shall not apply to any claim of common law Seller Indemnification Obligation arising out of, relating to or resulting from (x) fraud alleged to have been committed or intentional misrepresentation by Seller; or on behalf (y) any of the indemnifying party Excluded Assets or an Affiliate thereof upon the indemnified party, as applicableExcluded Liabilities. (cb) Following Notwithstanding anything herein to the contrary: (i) no claim for Purchaser Damages related to or arising from (A) the value, condition or availability of any Tax asset of Seller or (B) the ability of Purchaser or its Affiliates to utilize such Tax asset following the Closing, the sole shall be subject to a claim for recovery by any Indemnitee hereunder; (ii) any Purchaser Damages recoverable from Seller hereunder shall be reduced in amount by any Tax benefits and exclusive remedy of the parties hereto with respect insurance proceeds that may be realized by any Indemnitee, and Purchaser and any Indemnitees shall, as a condition to receiving any and amounts from Seller or otherwise seeking recovery hereunder, use all claims relating reasonable efforts to the matters addressed in Section 9.1 realize such benefits or Section 9.2 proceeds; (other than claims of common law fraud alleged to iii) no Purchaser Damages shall be recoverable from Seller hereunder that (A) constitute punitive, consequential, incidental, indirect or special damages, (B) could have been committed avoided through reasonable efforts to mitigate such Damages which were not taken by Purchaser and/or any Indemnitees or on behalf (C) are Taxes that are attributable to Purchaser under Article 12 hereof; and (iv) the amount of the indemnifying party or an Affiliate thereof upon the indemnified party) any Damages subject to recovery under Article 11 shall be pursuant to calculated net of any amounts specifically accrued or reserved for in the indemnification provisions set forth Seller Balance Sheet, as adjusted for the passage of time through the Closing Date in this ARTICLE IXaccordance with GAAP consistently applied.

Limitations on Indemnification. Rights to indemnification under this Section 8 are subject to the following limitations: (ai) Seller Notwithstanding anything contained in this Agreement to the contrary, no Indemnifying Party shall not be required have any liability pursuant to indemnify the Purchaser Indemnified Parties under Section 9.1(a8(b)(i)(A), Section 9.1(b) 8(b)(ii)(A), or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches8(b)(iii)(A), as the case may be, exceeds $25,000.00. Once such aggregate (A) for any individual Liability unless the amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, Liability exceeds $25,000.00, 5,000.00 (the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i“Individual Indemnity Threshold”) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent (B) until and unless the aggregate amount of all such Losses Liabilities (each of which Liability having exceeded the Individual Indemnity Threshold) exceeds $1,000,000 25,000.00 (the “Indemnity CapDeductible”); provided, howeverand then only to the extent such Liabilities exceed the Indemnity Deductible. (ii) Except for Liabilities paid in connection with a Third-Party Claim (as hereinafter defined), that none of the limitations contained Indemnified Parties shall be entitled to recover from the Parties or their respective Affiliates, any special, indirect, consequential, punitive, exemplary, remote, or speculative damages (including damages for lost profits of any kind) arising under or in connection with this sentence Agreement or the transactions contemplated hereby, except to the extent any such Person suffers such damages to a Third Party, which damages to a Third Party (including costs of defense and reasonable attorneys’ fees incurred in connection with defending against such damages) shall not apply be excluded by this provision as to any claim of common law fraud alleged recovery hereunder. Subject to have been committed by or the preceding sentence, NY – SHI and SHI Farms, on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy each of the parties hereto SHI Indemnified Parties, and Canbiola Sub and Canbiola, on behalf of each of the Canbiola Indemnified Parties, waives any right to recover any special, indirect, consequential, punitive, exemplary, remote, or speculative damages (including damages for lost profits of any kind) arising in connection with or with respect to any and all claims relating to this Agreement or the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXtransactions contemplated hereby.

Limitations on Indemnification. (a) Seller Notwithstanding anything in this Agreement to the contrary, (i) the Holder shall not be required have any obligation to defend, indemnify and hold harmless, or pay or reimburse, the Purchaser Indemnified Parties under Section Parent Indemnitees from and against any Losses pursuant to Sections 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify until the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Partiesexceeds an aggregate deductible of Seventy Five Thousand Dollars ($75,000), on at which point the one handHolder shall be obligated to indemnify the Parent Indemnitees from and against all such Losses over and above such deductible, and (ii) the Parent shall not have any obligation to defend, indemnify and hold harmless, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00pay or reimburse, the indemnified parties Holder Indemnitees from and against any Losses pursuant to Sections 9.2(a), until the aggregate amount of such Losses exceeds an aggregate deductible of Seventy Five Thousand Dollars ($75,000), at which point the Parent shall thereupon be entitled obligated to indemnification relating back to indemnify the first dollar; Holder Indemnitees from and against all such Losses over and above such deductible, provided, however, that the limitations contained in this sentence and the immediately preceding sentence there shall not apply to any claim be an aggregate limitation of common law fraud alleged to have been committed by or Three Million Dollars ($3,000,000) on behalf each of the indemnifying party Holder's and Parent's obligation and liability to defend, indemnify and hold harmless, or an Affiliate thereof upon the indemnified partypay or reimburse pursuant to Sections 9.1(a) or 9.2(a), respectively. Further, no claim for indemnification may be made pursuant to Section 9.1(a) or 9.2(a), as applicable, after the Expiration Date applicable to such claim. The Expiration Date for claims made as a result of Breaches of representations and warranties generally shall be the date that is two years after the Closing Date, provided that the Expiration Date for claims made as a result of Breaches of representations and warranties contained in Section 4.9 shall be the date that is three years after the Closing Date. (b) Seller The obligations of an Indemnifying Party for Losses hereunder shall not be required reduced by the amount of insurance proceeds actually paid to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for received (exclusive of any Losses amounts reimbursable to the extent insurer) by the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying Indemnified Party from a third-party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto insurer with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXsuch Losses.

Limitations on Indemnification. (a) Seller shall not be Other than in the case of fraud, willful breach, or intentional misrepresentation, the aggregate Liability of any Person required to provide indemnification under this ARTICLE VII (each, an “Indemnifying Party”) in respect of all Losses for which an Indemnifying Party shall indemnify the Purchaser a Person entitled to indemnification under this ARTICLE VII (each an “Indemnified Parties under Party”) pursuant to Section 9.1(a), Section 9.1(b7.2(a)(i) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches7.3(a)(i), as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. exceed two hundred and fifty thousand dollars (b$250,000) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained Cap shall not apply to Losses suffered by any Indemnified Parties with respect to breaches of the Excluded Representations, for which the maximum amount recoverable by any such Indemnified Party shall be an amount equal to the Purchase Price. (b) An Indemnifying Party shall have no Liability in respect of any Loss for which such Indemnifying Party shall indemnify an Indemnified Party pursuant to Section 7.2(a)(i) or Section 7.3(a)(i), as the case may be, unless and until the amount that would otherwise be recoverable from the Indemnifying Party in respect of any such Loss, when aggregated with any other amounts so recoverable from such Indemnifying Party pursuant to this sentence ARTICLE VIII, exceeds twenty thousand dollars ($20,000) (the “Threshold”), and in the event the aggregate amount of any such Loss exceeds the Threshold, the Indemnifying Party shall be responsible for the aggregate amount of any such Loss, regardless of the Threshold, subject to the Cap; provided, however, such Threshold shall not apply to any claim Loss suffered by an Indemnified Party with respect to breaches of common law fraud alleged the Excluded Representations, fraud, willful breach, or intentional misrepresentation, though Losses suffered with respect to have breaches of the Excluded Representations or fraud, willful breach, or intentional misrepresentation shall be aggregated for purposes of determining whether other Losses exceed the Threshold. (c) For purposes of determining whether there has been committed a breach of any representation or warranty contained in this Agreement, or the amount of any Loss related to a breach of any representation or warranty contained in this Agreement, the representations and warranties contained in this Agreement shall be considered without regard to any “material,” “Material Adverse Effect” or similar qualifications contained therein. (d) All indemnification rights hereunder shall survive the execution and delivery of this Agreement and the consummation of the Transaction, and any claims may be brought by an Indemnified Party under this ARTICLE VII, regardless of any investigation, inquiry, or examination made for or on behalf of, or any Knowledge of, any Indemnified Party, or the acceptance by the Purchaser or the Sellers of any certificate or opinion. (e) In the event that the Sellers shall have an indemnification obligation to any Purchaser Indemnified Party, the Purchaser shall have the right to offset the amount thereof against any portion of the indemnifying party Purchase Price owed to the Sellers, including, without limitation, the Deferred Consideration (but not including any amount due to either Seller in her or an Affiliate thereof upon his capacity as employee under her or his Employment Agreement), and any such offset shall be deemed to satisfy the indemnified partyindemnification obligation to which it relates to the extent of the offset. If the Seller Representative has disputed any claim for Loss by any Purchaser Indemnified Party in accordance herewith and such dispute has not been resolved, the Purchaser shall have the right to offset the amount of such Loss against any portion of the Purchase Price owed to the Sellers (but not including any amount due to either Seller in her or his capacity as employee under her or his Employment Agreement), until such claim has been resolved pursuant to (a) a written settlement agreement entered into by the Purchaser and the Seller Representative or (b) a final decision, order or award issued in accordance with Section 1.5, Section 8.12 and Section 8.13, as applicable. (cf) Following the ClosingSubject to Section 7.5(a), no exercise of, nor failure to exercise, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions rights set forth in this ARTICLE IXSection 7.4 shall constitute an election of remedies or limit any Indemnified Party’s other rights hereunder or otherwise. Such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which any Indemnified Party is or may be entitled at law or equity or under this Agreement (including any exhibits hereto). The exercise of rights in good faith hereunder, whether or not ultimately determined to be justified, shall not constitute a breach of any covenant hereunder. (g) In the event any Loss related to a claim by an Indemnified Party is covered by insurance, the Indemnified Party shall not be entitled to recover from the Indemnifying Party (and shall refund amounts received up to the amount of indemnification actually received) with respect to such Loss (but only to the extent the Indemnified Party actually receives an insurance payment with respect to such covered claim and except to the extent any additional amounts become payable to the insurer through adjustments to past, present or future premiums or other similar mechanisms within the three (3)-year period following the date of the claim giving rise to such adjustments).

Limitations on Indemnification. (ai) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a)any Buyer Party pursuant to, and shall not have any liability under, Section 9.1(b9.2(a)(i) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless until the aggregate amount of all Losses incurred by for which Seller would, but for this Section 9.2(c)(i), be liable under this Article IX exceeds on a cumulative basis an amount equal to Forty-Five Thousand Dollars ($45,000) (the Indemnified "Basket"), in which case Seller shall be obligated to indemnify the Buyer Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such for all Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence Basket shall not apply to any Losses related to any inaccuracy or breach of any Fundamental Representation or Statute of Limitations Representation, or any claim of common law fraud alleged based on willful misrepresentation or fraud. This Section 9.2(c)(i) shall not govern any claims by the Buyer Parties with respect to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableindemnification provided under Section 9.3 below. (bii) Buyer and Parent shall not be required to indemnify any Seller Party pursuant to, and shall not have any liability under, Section 9.2(b)(i) until the aggregate amount of all Losses for which Buyer would, but for this Section 9.2(c)(ii), be liable under this Article IX exceeds on a cumulative basis an amount equal to the Basket, in which case Buyer and Parent shall be obligated to indemnify the Seller Parties for all Losses relating back to the first dollar; provided, however, that the Basket shall not apply to any Losses related to any inaccuracy or breach of any Fundamental Representation or Statute of Limitations Representation, or any claim based willful misrepresentation on fraud. (iii) Seller shall not be required to indemnify any Buyer Party pursuant to, and shall not have any further liability under, Section 9.2(a)(i) once the Purchaser Indemnified Parties aggregate amount of all payments made by or on behalf of Seller in respect of the indemnification obligations under Section 9.1(a9.2(a)(i) equals One Million Five Hundred Thousand Dollars ($1,500,000) (the "Cap"); provided that this Section 9.2(c)(iii) shall not apply to any Losses related to any inaccuracy or breach of any Fundamental Representation or Statute of Limitations Representation, Section 9.1(bany claim based on willful misrepresentation or fraud, and no such amounts shall be counted towards the Cap. Notwithstanding the foregoing, the maximum amount of Losses that Seller shall, in the aggregate, be required to pay to the Buyer Parties shall be limited to the Stock Consideration. (iv) or Section 9.1(d) through 9.1(i) Buyer and Purchaser Parent shall not be required to indemnify the any Seller Indemnified Parties under Party pursuant to, and shall not have any further liability under, Section 9.2 for any Losses to the extent 9.2(b)(i) once the aggregate amount of all such Losses exceeds $1,000,000 (payments made by or on behalf of Buyer in respect of the “Indemnity indemnification obligations under Section 9.2(b)(i) equals the Cap”); provided, however, provided that the limitations contained in this sentence Section 9.2(c)(iv) shall not apply to any Losses related to any inaccuracy or breach of any Fundamental Representation or Statute of Limitations Representation, any claim of common law fraud alleged to have been committed by based on willful misrepresentation or on behalf of fraud, and no such amounts shall be counted towards the indemnifying party or an Affiliate thereof upon Cap. Notwithstanding the indemnified party, as applicable. (c) Following the Closingforegoing, the sole maximum amount of Losses that Buyer and exclusive remedy of Parent shall, in the parties hereto with respect aggregate, be required to any and all claims relating pay to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) Seller Parties shall be pursuant limited to the indemnification provisions set forth in this ARTICLE IXStock Consideration.

Limitations on Indemnification. (a) Seller No indemnification shall not be required payable pursuant to indemnify this Article VII ----------- unless and until the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by claims for indemnification pursuant to this Article VII exceeds Ten Thousand Dollars ($10,000) in the Indemnified Parties as a result of aggregate, whereupon ----------- indemnification pursuant to such breachesSection shall be payable for all losses, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to including the first dollarTen Thousand Dollars ($10,000), in accordance with the terms hereof; provided, however, that the limitations contained in total liability for indemnification pursuant to this sentence and the immediately preceding sentence Article VII shall not apply to any claim of common law fraud alleged to have been committed by or on behalf exceed, in the aggregate, the aggregate amount of the indemnifying party Consideration paid to the Shareholders pursuant to this Agreement, net of any taxes paid or an Affiliate thereof upon due and payable by the indemnified partyShareholders with respect thereto. Notwithstanding anything to the contrary herein or in the Escrow Agreement, none of the provisions of this Agreement or of any other Transactional Agreement shall in any manner limit the liability of BAC or the Shareholders or any Person who is or was a director, officer, employee or agent of BAC prior to the Effective Time, with respect to (i) fraud, (ii) intentional misrepresentation, (iii) criminal matters or (iv) indemnification with respect to Taxes as applicableset forth in Section 7.3 above. (b) Seller No indemnification shall not be required payable pursuant to indemnify this Article VII, or ----------- the Purchaser Indemnified Parties under Section 9.1(a)indemnification obligation shall be reduced, Section 9.1(b) in respect of any claim for breach of any of the warranties, representations or Section 9.1(d) through 9.1(i) covenants in this Agreement, if and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent specific provision or specific reserve for or in respect of the aggregate amount of all such Losses exceeds $1,000,000 (Liability or other matter giving rise to the “Indemnity Cap”); providedclaim has been made in the June 1999 Financial Statements, however, except that the limitations contained in this sentence limitation shall not apply to any claim of common law fraud alleged the indemnity with respect to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable.Taxes set forth in Section 7.3. ----------- (c) Following In determining the Closingamount of any indemnity, there shall be taken into account any insurance proceeds or other similar recovery or offset realized, directly or indirectly, by the party to be indemnified. (d) In the event that the Shareholders are obliged to indemnify CAIS or the Company for any Liabilities, obligations, losses, claims, damages, costs, charges or other expenses under this Article VII, the sole and exclusive remedy amount of the parties hereto with respect to any and all claims relating such ----------- Liabilities, obligations, losses, claims, damages, costs, charges or other expenses, to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) extent they reduce BAC's revenues, shall be pursuant to disregarded (i.e., they shall be "added back") when determining the indemnification provisions set forth in this ARTICLE IXamount of BAC's revenues for purposes of Sections 2.1(c) and (d).

Limitations on Indemnification. (a) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) Neither Parent and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified PartiesBuyers, on the one hand, or nor the Seller Indemnified Parties, on the other hand, exceeds $25,000.00shall be required to make any indemnification payment under this Agreement with respect to a Loss pursuant to Section 7.3(a) or Section 7.2(a), the indemnified parties shall thereupon be entitled to indemnification relating back respectively, of this Agreement except to the first dollarextent the amount of such Loss, when aggregated with all other such Losses and with all Losses for which such party has indemnification liability under Section 10.3(a) or Section 10.2(a), as applicable, of the Fortis Advisers Stock Purchase Agreement, shall exceed one percent (1%) of the Aggregate Purchase Price (the "Deductible"), and then only for the amount by which such aggregate Losses exceed the amount of the Deductible; provided, however, that any indemnification claims for Losses that HLAIC may have pursuant to Section 3.6, 5.2, 5.4(b) or 5.13 of the limitations contained in this sentence and the immediately preceding sentence Fortis Advisers Stock Purchase Agreement shall not apply be subject to the Deductible or the limitation set forth in Section 7.6(b); and provided further that, for the sole purpose of identifying breaches of representations or warranties that give rise to Losses that will be counted for satisfying the Deductible, any claim materiality or material adverse effect qualifications to such representation and warranty shall be ignored. For the - 87 - 93 avoidance of common law fraud alleged doubt, once aggregate Losses have accumulated in an amount that satisfies the Deductible applicable to have been committed an Indemnifying Party, any indemnification claims for breaches of representations and warranties paid by or on behalf of such Indemnifying Party shall be determined with regard for all materiality and material adverse effect qualifications to the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableapplicable representations and warranties. (b) Neither Parent and Buyers, on the one hand, nor the Seller Parties, on the other hand, shall not be required to indemnify the Purchaser Indemnified Parties under make indemnification payments with respect to a Loss pursuant to Section 9.1(a), Section 9.1(b7.3(a) or Section 9.1(d7.2(a), respectively, of this Agreement, or pursuant to Section 10.3(a) through 9.1(i) and Purchaser shall not be required to indemnify or Section 10.2(a), respectively, of the Seller Indemnified Parties under Section 9.2 for any Losses to the extent Fortis Advisers Stock Purchase Agreement, in the aggregate amount of all such Losses exceeds $1,000,000 exceeding fifty percent (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf 50%) of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableAggregate Purchase Price. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect No party otherwise entitled to any and all claims relating indemnification under this Agreement shall be indemnified pursuant to this Agreement to the matters addressed in Section 9.1 extent that such party's Losses are increased or Section 9.2 (other than claims extended by the willful misconduct, violation of common law fraud alleged to have been committed by applicable Law or on behalf bad faith of the indemnifying party or an Affiliate thereof upon the indemnified such party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. (a) Seller Except as set forth in Section 6.3(b) hereof or in the case of fraud, intentional misrepresentation or willful breach, the maximum amount a Indemnified Party may recover from the Stockholders pursuant to the indemnity set forth in Section 6.2(a)(i) hereof for Losses shall be limited to the Escrow Fund. (b) Notwithstanding anything to the contrary set forth in this Agreement, except in the case of fraud, intentional misrepresentation or willful breach, in the event of Losses arising out of the Fundamental Representations the maximum amount a Indemnified Party may recover from the Stockholders shall be limited to the Merger Consideration. Notwithstanding anything to the contrary set forth in this Agreement, in the event of Losses relating to the items set forth in Sections 6.2(a)(ii)-(viii), nothing shall limit the liability of any Person (including any Stockholder) for any such Loss. (c) Notwithstanding anything to the contrary herein, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VI notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing or waived any condition to the Closing related thereto. (d) Notwithstanding anything to the contrary herein, nothing shall prohibit Parent from seeking and obtaining recourse against the Stockholders, or any of them, in the event that Parent issues more than the Merger Consideration to which the Stockholders, or any of them, are entitled pursuant to Article I of this Agreement. (e) The Stockholders (including any officer or director of the Company) shall not have any right of contribution, indemnification or right of advancement from the Surviving Corporation or Parent with respect to any Loss claimed by a Indemnified Party. (f) Any Person committing fraud or any intentional misrepresentation or willful breach of any representation, warranty or covenant contained in this Agreement, in any Related Agreement, certificate or other instrument delivered pursuant to this Agreement, or who has knowledge of the same, shall be required to severally, and not jointly, liable for, and shall indemnify and hold the Purchaser Indemnified Parties under Section 9.1(a)harmless for, Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all any Losses incurred or sustained by the Indemnified Parties Parties, or any of them (including the Surviving Corporation), directly or indirectly, as a result of such breachesfraud or intentional misrepresentation or willful breach of a representation, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, warranty or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been covenant committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicablesuch Person. (bg) Seller shall Upon a reasonable request by the Indemnifying Party, each Indemnified Party seeking indemnification hereunder in respect of any claim directly by an Indemnified Party not be required involving a Third Party Claim or any claim involving a Third Party Claim, hereby agrees to indemnify consult with the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) Indemnifying Party and Purchaser shall not be required act reasonably to indemnify take actions reasonably requested by the Seller Indemnified Parties under Section 9.2 for any Losses Indemnifying Party in order to attempt to reduce the extent the aggregate amount of all Losses in respect of such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by claim. Any costs or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto expenses associated with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) taking such actions shall be pursuant to the indemnification provisions set forth in this ARTICLE IXincluded as Losses hereunder.

Limitations on Indemnification. (a) Seller shall not be required The party making a claim under this Article VIll is referred to indemnify as the Purchaser ‘“Indemnified Parties under Party”, and the party against whom such claims are asserted is referred as the ‘‘Indemnifying Party”. Toe indemnification provided for in Section 9.1(a), 8.2 and Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches8.3, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser shall be subject to the following limitations: (A) The Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties Party shall thereupon not be entitled to indemnification relating back be indemnified pursuant to Section 8.2 (fi or Section 8.3ffi),. as the first dollarcase may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25 000 (the “‘Deductible”) and. thereafter, the Indemnified Party shall only be entitled to payment for. and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitations contained limitation in this sentence and the immediately preceding sentence Section 8,4(A) shall not apply to any claim of common law fraud alleged to have been committed by or on behalf Damages arising from a breach of the indemnifying party representations and warranties in Sections 3.1, U 3.7. 4.L 4.2, 4.4, or an Affiliate thereof upon the indemnified party, as applicable.4.6 (bB) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the The aggregate amount of all such Losses exceeds Damages for which the Indemnifying Party may be liable pursuant to Section 8.2 (8) or Section 8.3 IB). as the case may be. shall not exceed $1,000,000 (the “Indemnity Cap”)2,300,000; provided, however, that the limitations limitation in this Section 8.4 (B) shall not app]y to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7.4.1,4.2.4.4,or 4.6 . (C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this sentence shall not apply Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. (a) Seller shall not be required Notwithstanding anything to indemnify the Purchaser contrary herein, the Indemnified Parties may not recover for indemnification under Section 9.1(a), Section 9.1(b9.2(a)(i) for breaches of or Section 9.1(dinaccuracies in the representations and warranties contained in this Agreement or the Officer’s Certificate (other than for breaches of the IP and Privacy Representations and Surviving Representations) through Section 9.1(i) and Purchaser shall not be required to indemnify until such time as the Seller Indemnified Parties under Section 9.2 unless the aggregate cumulative amount of all Losses incurred by that may be claimed under Section 9.2(a)(i) exceeds $1,500,000 (the “Basket”), at which time the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back recover in accordance with this Agreement all such Losses, including those that comprised any portion of the Basket. (b) Except in the case of fraud or willful breach in connection with this Agreement or the transactions contemplated hereby or with respect to the first dollarIP and Privacy Representations and Surviving Representations, the Indemnified Parties’ sole and exclusive source of recovery for indemnification claims under Section 9.2(a)(i) or Section 9.2(a)(ii) shall be recourse against the cash and stock held by the Escrow Agent as Escrow Amount, and the liability of each Indemnifying Party for indemnification claims under Section 9.2(a)(i) or Section 9.2(a)(ii) shall be limited, in the aggregate, to a dollar amount equal to such Indemnifying Party’s Pro Rata Portion of the Escrow Amount. (c) In the event of fraud or willful breach in connection with this Agreement or the transactions contemplated hereby, claims under Section 9.2(a)(i) and Section 9.2(a)(ii) relating to IP and Privacy Representations, Surviving Representations or claims under Section 9.2(a)(iii) through (x), the Indemnified Parties shall be entitled to bring indemnification claims directly against the Indemnifying Parties; provided, however, that (i) the limitations contained Indemnified Parties shall only be permitted to recover Losses from the Indemnifying Parties in this sentence respect of such claims if and the immediately preceding sentence extent that the Escrow Amount is no longer available, and (ii) in no event shall not apply the liability of any Indemnifying Party for (A) claims under Section 9.2(a)(i) and (ii) relating to IP and Privacy Representations exceed $80,000,000 in the aggregate (inclusive of any and all amounts paid from the Escrow Amount) and (B) claims under Section 9.2(a)(i) and (ii) relating to Surviving Representations or claims under Section 9.2(a)(iii) through (x), exceed the Total Consideration actually received (including any amounts remaining in the Escrow Fund and the Representative Expense Fund) by such Indemnifying Party hereunder, in each case except in the case of fraud or willful breach (in which event there shall be no limitation on the liability of such Indemnifying Party in connection with a claim based on fraud or willful breach on the part of common law fraud alleged to have been committed by such Indemnifying Party or on behalf the part of the indemnifying party Company in which such Indemnifying Party participated or an Affiliate thereof upon had knowledge of such fraud or willful breach, it being understood that the indemnified party, as applicableliability of any other Indemnifying Party shall be capped at the Merger Consideration actually received by such Indemnifying Party hereunder) or under applicable Law except to the extent imposed under applicable Law. (bd) Seller Notwithstanding anything to the contrary herein, nothing in this Agreement shall not be required act to indemnify the Purchaser Indemnified Parties limit, expand or extend any common law duty or obligation under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required applicable Law to indemnify the Seller Indemnified Parties under Section 9.2 for mitigate any Losses to that may be suffered by the extent the aggregate amount Indemnified Parties. (e) Losses shall be calculated net of all such Losses exceeds $1,000,000 actual recoveries under existing insurance policies and contractual indemnification or contribution provisions (the “Indemnity Cap”in each case, calculated net of any actual collection costs and reserves, deductibles, or premium adjustments); provided, however, that in the limitations contained in this sentence shall not apply event that the Indemnified Parties first recover from the Escrow Amount or the Indemnifying Parties for any Losses and thereafter recover for those same Losses pursuant to any claim of common law fraud alleged existing insurance policies and contractual indemnification or contribution provisions, then the amount so recovered shall be returned to have been committed by the Escrow Amount or on behalf of paid to the indemnifying party or an Affiliate thereof upon the indemnified partyIndemnifying Parties, as applicable. In addition, Losses shall exclude exemplary or punitive damages, unless specifically awarded to a third party and paid to such third party by an Indemnified Party. For avoidance of doubt, the Indemnified Parties shall have no obligation to seek any such recovery under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (cf) Following the Closing, the sole and exclusive remedy Any liability for indemnification under this Article IX shall be determined without duplication of recovery by reason of the parties hereto with respect state of facts giving rise to any and such liability constituting a breach or inaccuracy of more than one representation, warranty, covenant or certificate. (g) For purposes of this Article IX, all claims relating Parent Class A Common Stock subject to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) recovery shall be pursuant to the indemnification provisions set forth in this ARTICLE IXvalued at Parent Trading Price.

Limitations on Indemnification. Notwithstanding any provision in this Agreement to the contrary, Acquiror and Contributor agree as follows: (ai) Seller shall not be required the obligation of either party under this Section 14 to indemnify the Purchaser Indemnified Parties under other party for a breach of a representation or warranty set forth in Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser 8 of this Agreement shall not be required to indemnify only become operative after the Seller Indemnified Parties under Section 9.2 unless the aggregate total amount of all Losses incurred such claims for indemnification by the other party exceed Three Hundred Seventy Thousand Dollars ($370,000) (net of insurance proceeds actually received by the Indemnified Parties as a result Party within three months after determination of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollarliability; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller Indemnified Party shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(aseek enforcement of any insurance liability in a court of law), and when the amount of such claims exceed Three Hundred Seventy Thousand Dollars ($370,000), reimbursement will be limited to those claims in excess of Three Hundred Seventy Thousand Dollars ($370,000); (ii) the aggregate liability of either party for indemnification pursuant to this Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser 14 shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent exceed the aggregate amount of all such Losses exceeds the Contribution Consideration and the Additional Consideration (with the OP Units delivered at the Closing and the Additional Closing valued at $1,000,000 17.50 per OP Unit) (the “Indemnity "Cap”"); provided, however, that no OP Unit Recipient shall be liable pursuant to this Section 14 for more than that portion of the limitations contained Cap equal to the product of (a) the Cap, multiplied by (b) the total number of OP Units received by such OP Unit Recipient, divided by the total number of OP Units delivered by Acquiror pursuant to this Agreement; and (iii) Except as hereinafter provided, all representations and warranties made in this sentence Section 8 by Contributor and/or the OP Unit Recipients and by Acquiror shall survive (a) the Closing until the second (2nd) anniversary of the Closing Date and (b) the Additional Closing until the second (2nd) anniversary of the Additional Closing Date, and shall not merge into any instrument of conveyance delivered at the Closing or the Additional Closing; provided, however, that the foregoing limitation shall not apply to the extent any claim of common law fraud alleged for indemnification is made under this Agreement with respect to any representation, warranty, covenant or agreement that would otherwise terminate pursuant to this Section 14D and a notice for indemnification shall have been committed by timely given under Section 14 on or on behalf prior to such termination date, in which case such survival period will be extended as it relates to such related claims until the related claim for indemnification has been satisfied or otherwise resolved as provided in Section 14. This Section shall not limit in any way the survival and enforceability of the indemnifying party any covenant or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy agreement of the parties hereto with respect to any which by its terms contemplates performance after the Closing Date, which shall survive for the respective periods set forth herein. Notwithstanding the foregoing, the representations and all claims relating to the matters addressed warranties contained in Section 9.1 or Section 9.2 8A(xv), (other than claims of common law fraud alleged to have been committed by or on behalf xvi) and (xxiv) shall survive until the expiration of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXstatute of limitations applicable thereto.

Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, the obligations of an Indemnifying Party to indemnify an Indemnified Party and an Indemnified Party’s right to collect Damages under any theory of law or equity, shall be subject to the limitations set forth below: (a) Seller No claim for indemnification by an Indemnified Party may be asserted against an Indemnifying Party, and an Indemnifying Party shall not have any obligation for Damages to an Indemnified Party after the expiration of the forty (40) month following the Closing Date, unless the Indemnified Party has notified the Indemnifying Party of such Claim prior to the forty (40) month anniversary of the Closing Date and the notice specifies in detail the nature of the Claim; provided, however, there shall be required no limit with respect to indemnify any Claim related to the breach or inaccuracy any of the Specified Representations. (b) The Purchaser Indemnified Parties shall no right to recover any amounts under Section 10.2(a) or 10.3(a) until the total amount of Damages incurred by the Purchaser Indemnified Parties under Section 9.1(a)such Sections 10.2(a) and/or 10.3(a) exceed $25,000, Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the in which case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required entitled to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount recover all Damages in excess of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableamount. (c) Following Except in the Closing, the sole case of fraud or intentional misrepresentation and exclusive remedy for Claims arising out of breaches of the parties hereto with respect Specified Representations, neither Sellers nor Beneficial Owners shall be required to any and all claims relating indemnify or pay Damages pursuant to this Agreement in the matters addressed aggregate, in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf excess of the indemnifying party amount of the then aggregate outstanding principal, at the time the latest notice or an Affiliate thereof upon Claim by Purchaser for Damages or indemnification, owing by Purchaser to Sellers under the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXPromissory Notes.

Limitations on Indemnification. (a) Seller shall not be required Notwithstanding anything to indemnify the Purchaser Indemnified Parties contrary contained in this Agreement, (i) no indemnification under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i9.4(a)(i) and Purchaser (ii) hereof shall not be required to indemnify made by the Seller Indemnified Parties Sellers and no indemnification under Section 9.2 9.4(b)(i) and (ii) hereof shall be made by Buyer, and neither the Sellers nor Buyer shall have any liability, respectively, to the other therefor, unless and until the aggregate amount of all Losses incurred subject to indemnification pursuant thereto and due the party being indemnified shall exceed $250,000, and once such threshold amount is exceeded the indemnifying party shall indemnify the indemnified party, and shall be liable, only for the amount of any such Losses in excess of such threshold amount, and (ii) the aggregate amount required to be paid by the Indemnified Parties as a result of Sellers pursuant to their indemnification obligations under Section 9.4(a)(i) and 9.4(a)(ii) hereof or by Buyer pursuant to its indemnification obligations under Section 9.4(b)(i) and 9.4(b)(ii) hereof shall not exceed $30,000,000, and neither party shall have any liability to any indemnified party for, and such breachesindemnified parties shall have no right to recover from the Sellers or Buyer, as the case may be, exceeds $25,000.00. Once such aggregate any amount of Losses which exceeds (and from and after the time such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the exceed) such amount. The applicable indemnified parties party shall thereupon be entitled to indemnification relating back without regard to the first dollarprovisions of this Section 9.5(a) with respect to the indemnification obligations of the Sellers pursuant to Section 9.4(a)(iii) hereof and the indemnification obligations of Buyer pursuant to Section 9.4(b)(iii) hereof and with respect to the covenants contained in Sections 6.12 and 6.13 hereof. (b) To the extent that any Losses or Claim therefor which is subject to indemnification hereunder are covered by insurance held by any indemnified party (an "INSURED LOSS"), such indemnified party shall only be entitled to indemnification pursuant to Section 9.4 hereof with respect to the amount of Losses in excess of the net cash proceeds received by such indemnified party pursuant to such insurance; provided, however, that the limitations contained foregoing shall in this sentence and no way obligate the immediately preceding sentence shall not apply indemnified party to maintain any level of insurance or prevent any indemnified party from self-insuring its risks. With respect to any claim Insured Loss, the applicable indemnified party shall first use all reasonable efforts to obtain the maximum recovery from the provider of common law fraud alleged such insurance and then, to have been committed the extent that the net cash proceeds received by such indemnified party are less than the amount of the Losses indemnified hereunder, or on behalf if the indemnified party is unable to obtain any recovery from such provider, the indemnified party shall be entitled to seek indemnification pursuant to Section 9.4 hereof with respect to the amount of the Losses that exceed such recovery; provided, however, that if, following the receipt of any indemnity payments pursuant to Section 9.4 hereof, the indemnified party obtains any insurance recovery from a third party insurance provider, then such indemnified party shall promptly pay over to the indemnifying party or an Affiliate thereof upon (in proportion to their relative payments in respect of the underlying Loss) the amount of the net cash proceeds received by such indemnified party pursuant to such insurance up to, but not in excess of, the amount of the indemnity payments made by the indemnifying party pursuant to such Losses. In determining the amount of Losses for purposes of Section 9.5(a) hereof, to the extent of any Insured Loss, the amount of Losses subject to indemnification hereunder will be determined at the earlier of such time as the indemnified partyparty either (a) obtains any insurance recovery from third party insurance providers (in which case the amount of such Losses shall be calculated net of such recovery), as applicableor (b) reasonably determines that it is unable to obtain any recovery from such providers. The parties agree that no insurance company shall have any right of subrogation under this Section 9.5(b) and the parties agree that this Section 9.5(b) is not for the benefit of any third party insurance provider. (bc) Seller None of Buyer nor any person otherwise entitled to indemnity pursuant to Section 9.4(a) hereof shall not be required entitled to, and shall be deemed to indemnify the Purchaser Indemnified Parties under Section 9.1(a)have waived all claims and rights to, Section 9.1(bindemnification hereunder (i) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent (but only to the aggregate amount extent) that reserves or accruals have been established or reflected on the Closing Date Statement of all such Net Assets (and have not been previously used or applied) specifically for the class or category (or any substantially similar class or category) of Losses exceeds $1,000,000 for which indemnification is sought, or (ii) with respect to the “Indemnity Cap”); provided, however, that untruth or inaccuracy of any representation or warranty made by the limitations contained Sellers in this sentence shall not apply Agreement or with respect to the non-fulfillment, non-performance or other breach of any claim of common law fraud alleged to have been committed by covenant or on behalf agreement of the indemnifying party Sellers hereunder if an individual included in the definition of knowledge of Buyer in Section 1.3(b) hereof had actual knowledge of such untruth, inaccuracy, non-fulfillment, non-performance or an Affiliate thereof upon other breach on or prior to the indemnified party, as applicableClosing Date. (cd) Following Except for equitable relief, including without limitation injunctive relief or specific performance, to which either party hereto may be entitled, the Closing, indemnification provided in Section 9.4 hereof shall be the sole and exclusive remedy of the parties hereto with respect to this Agreement and the transactions contemplated hereby, except with respect to any and all claims relating to Losses incurred by either party as a result of fraud or intentional misrepresentation on the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf part of the indemnifying party or an Affiliate thereof upon the indemnified other party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. Neither any Stockholder, on the one hand as an indemnifying party, nor the Acquiror, on the other hand as indemnifying party, shall be liable to the other in respect of any indemnification hereunder unless, until and to the extent that the aggregate damages claimed exceed $600,000 (a) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a"Basket Amount"), Section 9.1(b) whereupon the indemnified party shall be entitled to indemnification for all damages suffered or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breachesindemnified party including those less than the Basket Amount; provided, as the case may behowever, exceeds $25,000.00. Once such aggregate amount of such Losses that no limitation shall apply with respect to (i) any Damages incurred by Purchaser Indemnified Partiesan Indemnitee pursuant to Section 9.2(d) or with respect to any taxes not reflected in or reserved against on the Balance Sheet, or (ii) an intentional breach of the representations and warranties in this Agreement. (b) Neither the Company and the Principal Stockholder, on the one hand, or nor the Seller Indemnified PartiesAcquiror, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(aother for an aggregate amount in excess of $80,000,000 (the "Liability Cap"), Section 9.1(b) except for Damages to Acquiror resulting from the falsity of a representation or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for warranty of which any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); providedKnowledge Party who is a management employee, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by officer or on behalf director of the indemnifying party Principal Stockholder or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 its affiliates (other than claims of common law fraud alleged to have been committed by EPITAXX) had actual knowledge at the time such representation or on behalf warranty was made or at the time of the indemnifying party or an Affiliate thereof upon the indemnified party) Closing and as to which no disclosure was made as and when required hereunder, which Damages shall be subject to a Liability Cap of $400,000,000 (reduced by any other Damages for which indemnification is provided hereunder). With respect to Stockholders other than the Principal Stockholder, there shall be a Liability Cap equal to the total amount of Merger Consideration received by such Stockholder pursuant to the indemnification provisions set forth in this ARTICLE IXAgreement.

Limitations on Indemnification. (a) Seller shall not No claim may be required made or asserted nor may any Action be commenced pursuant to indemnify the Purchaser Indemnified Parties under Section 9.1(a)Sections 8.2 or 8.3 against any Party for breach of any representation, Section 9.1(b) warranty or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 covenant contained herein, unless the aggregate amount written notice of all Losses incurred such claim or Action has been given by the Indemnified Parties as a result Party to the Indemnifying Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Partiesclaim or Action, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back prior to the first dollar; provided, however, that date on which the limitations contained representation or warranty on which such claim or Action is based ceases to survive as set forth in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableSection 8.1. (b) Seller Notwithstanding anything to the contrary contained in this Agreement: (i) other than with respect to any breach or inaccuracy of any Designated Representation, Sellers shall not be required liable for any claim for indemnification pursuant to indemnify the Purchaser Indemnified Parties under Section 9.1(a8.2(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) unless and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent until the aggregate amount of indemnifiable Losses that may be recovered from Sellers pursuant to Section 8.2(a) equals or exceeds one percent (1%) of the Purchase Price (the “Deductible Amount”), at which point Sellers shall be liable for the amount of those Losses indemnifiable pursuant to Section 8.2(a) in excess of the Deductible Amount; (ii) other than with respect to any breach or inaccuracy of any Designated Representation, no Losses may be claimed under Section 8.2(a) by any Indemnified Party, nor shall any Losses be reimbursable or included in calculating the aggregate indemnifiable Losses set forth in clause (i) of this Section 8.4(b), other than Losses in excess of one hundred thousand dollars ($100,000) resulting from any single claim or aggregated claims arising out of related facts, events or circumstances; provided that, subject to this Section 8.4(b), after such amount is reached, all such Losses exceeds $1,000,000 resulting from such single claim or aggregated claims arising out of related facts, events or circumstances may be claimed under Section 8.2(a) by an Indemnified Party; (iii) except as otherwise provided in Section 8.4(b)(iv), the maximum amount of indemnifiable Losses that may be recovered from Sellers for any amounts due under Section 8.2(a) for breach or inaccuracy of any 64 representation or warranty in this Agreement (other than for any Designated Representations) shall be an amount equal to twelve and one-half percent (12.5%) of the Purchase Price (the “Indemnity Cap”); provided, however, that any indemnification Losses with respect to the limitations contained Designated Representations shall not be taken into account in determining whether the Cap has been exceeded; (iv) notwithstanding anything to the contrary in this sentence Agreement, and without limiting the forgoing (including the Cap), the maximum amount of indemnifiable Losses that may be recovered from Sellers for any amounts due under Section 5.14(i) or Section 8.2, except for amounts due under Section 8.2(c), shall be an amount equal to one hundred percent (100%) of the Purchase Price; and (v) no Party shall have any Liability pursuant to Sections 8.2 or 8.3 for any special, indirect, consequential or punitive damages relating to a breach or alleged breach of this Agreement, provided, however, that any amounts payable to third parties pursuant to a Third Party Claim shall not apply be deemed special, indirect, consequential or punitive damages. (c) All representations, warranties, covenants and agreements made by the Indemnifying Party in this Agreement, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by any claim of common law fraud alleged to have been committed investigation made by or on behalf of the indemnifying party Indemnified Party (whether before, on or an Affiliate thereof upon after the indemnified partydate of this Agreement or before, on or after the Closing Date), or knowledge obtained (or capable of being obtained) as applicablea result of such investigation or otherwise; provided that, notwithstanding the foregoing, no Losses may be claimed under Section 8.2(a) by any Indemnified Party arising out of, or relating to, any inaccuracy or breach of the representation and warranty in Section 3.21(c), to the extent that Purchaser had Knowledge of such breach or inaccuracy as of the date hereof. (cd) Following The Materiality Scrape shall apply both for purposes of determining the Closing, the sole and exclusive remedy amount of the parties hereto with respect Losses subject to any indemnification claim under this Article VIII and all claims relating to the matters addressed in Section 9.1 for determining whether or Section 9.2 (other than claims not any breaches of common law fraud alleged to have been committed by any representations or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth warranties contained in this ARTICLE IXAgreement have occurred.

Limitations on Indemnification. (a) Seller Nothing herein shall limit the liability of the Company for any willful or intentional breach of any representation, warranty or covenant set forth in this Agreement if the transactions contemplated hereby are not consummated. (b) If the transactions contemplated hereby are consummated, the indemnification provisions set forth in Section 8.2 shall be the sole and exclusive remedy available to the Indemnified Parties for the matters set forth therein (except as otherwise contemplated by Section 8.3(b)), except in the case of fraud, willful breach or intentional misrepresentation (with respect to which such limitation shall not apply). (c) The Escrowed Cash and Escrowed Stock shall be required to indemnify held as a source of security for the Purchaser Company Stockholders’ indemnification obligations under Section 8.2(i) – (iv)). If the transactions contemplated hereby are consummated, the maximum amount the Indemnified Parties may recover pursuant to the indemnity set forth in Section 8.2(i) shall be an amount equal to the Escrowed Cash and the Escrowed Stock, except in the case of fraud, willful breach or intentional misrepresentation (with respect to which such limitation shall not apply). Notwithstanding the foregoing, in cases of breaches of any of the Specified Representations or a claim under Section 9.1(a8.2(v), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser in no event shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless be entitled to recover from any Company Stockholder pursuant to any indemnity hereunder an amount in excess of the aggregate proceeds actually received hereunder by such Company Stockholder in connection with the disposition of their Company Capital Stock (less the aggregate amount of all Losses incurred by other indemnity recoveries made against such Company Stockholder under the terms of this Agreement). (d) If the transactions contemplated hereby are consummated, the Indemnified Parties as a result may not recover pursuant to the indemnity set forth in Section 8.2(i) or Section 8.2(v) unless and until one or more Officer’s Certificates identifying Losses in excess of such breachesOne Hundred Twenty Thousand Dollars ($120,000) in the aggregate (the “Basket”) has or have been delivered to the Stockholder Representative in accordance with this Agreement, as the in which case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties Parent shall thereupon be entitled to indemnification relating back recover pursuant to the first dollarindemnity set forth in Section 8.2(i) all such Losses; provided, however, that the limitations contained in this sentence and the immediately preceding sentence foregoing Basket limitation shall not apply to indemnification claims under Section 8.2(i) that arise out of (X) any breach or inaccuracy of one or more of the Specified Representations (other than claims arising out of a breach or inaccuracy of Section 3.10 (Tax Matters) which shall have the benefit of the Basket as shall any claim under Section 8.2(v)), (Y) any Losses in respect of common law fraud alleged or in any way related to have been committed by or on behalf arising out of the indemnifying party or an Affiliate thereof upon employment (including, without limitation, the indemnified party, as applicabletermination of such employment) of the former Employees identified on Schedule 8.3(d). (be) Seller shall not Within forty-five (45) days following the Closing Date, Parent may, at its election, cause to be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) prepared and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses delivered to the extent Stockholder Representative an unaudited balance sheet of the aggregate amount Surviving Entity, as of all such Losses exceeds $1,000,000 the Closing Date applying the same principles and assumptions used in preparing the Current Balance Sheet (the “Indemnity CapClosing Balance Sheet”). Any indemnification claims based on the difference between the Closing Balance Sheet and the Current Balance Sheet shall be governed by the terms and procedures of this Section 8.3(e). (i) In the event that the Net Asset Value based on the Closing Balance Sheet is less than negative $1,445,592 (such an amount is equal to the sum of (A) $125,000 plus (B) $1,320,592 (which represents the negative Net Asset Value as set forth in the Current Balance Sheet), then an amount equal to such difference (such amount, the “Post-Closing Balance Sheet Adjustment”) shall be paid to Parent out of the Escrow Fund in accordance with the expedited dispute resolution procedures set forth below. (ii) Subject to the expedited dispute resolution procedures set forth below, if the Post-Closing Balance Sheet Adjustment exceeds the amount in the Escrow Fund, Parent shall be entitled to recover directly from the Company Stockholders any amount of the Post-Closing Balance Sheet Adjustment not covered by the Escrow Fund. (iii) The parties acknowledge that the Post-Closing Balance Sheet Adjustment is not intended to result in any double-counting for purposes of the other indemnification obligations of the Company Stockholders pursuant to Article VIII of this Agreement and therefore no items taken into account for purposes of compiling the Closing Balance Sheet and calculating Post-Closing Balance Sheet Adjustments shall be treated as valid indemnification items hereunder. (iv) Following delivery by Parent to the Stockholder Representative of the Closing Balance Sheet, Parent shall give the Stockholder Representative reasonable access during Parent’s business hours to those books and records of the Surviving Corporation in the possession of Parent and any personnel which relate to the preparation of the Closing Balance Sheet for purposes of resolving any disputes concerning the Closing Balance Sheet and the calculation of the Net Asset Value at Closing. (v) The Stockholder Representative shall have ten (10) days following delivery of the Closing Balance Sheet during which to notify Parent in writing (the “Notice of Objection”) of any good faith objections to the calculation of the Net Asset Value at Closing or the Closing Balance Sheet, as it affects such calculation, setting forth a reasonably specific and detailed description of its objections and the dollar amount of each objection. (vi) If the Stockholder Representative objects to the Closing Balance Sheet or Parent’s calculation of the Net Asset Value at Closing as reflected thereon, Parent and the Stockholder Representative shall attempt to resolve any such objections within ten (10) days of the receipt by Parent of the Notice of Objection. If Parent and the Stockholder Representative are unable to resolve any such dispute within the ten (10) day period referred to above, Parent and the Stockholder Representative shall submit the dispute to mutually agreeable independent registered public accounting firm (the “Independent Accounting Firm”). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (x) act in its capacity as an expert and not as an arbitrator, (y) consider only those matters as to which there is a dispute between the parties and (z) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the event that Parent and the Stockholder Representative submit any dispute to the Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fit. Each of Parent and the Stockholder Representative shall bear their own respective costs in connection with this Section 8.3(e)(vi). The expenses relating to the engagement of the Independent Accounting Firm shall be split equally between Parent and the Stockholder Representative; provided, however, that if the limitations contained position of either such party is more than 10% different from the conclusion reached by the Independent Accounting Firm (or if both parties positions are more than 10% different, then the party whose variance is the highest from the conclusion of the Independent Accounting Firm), then such party shall bear all of the expenses of the Independent Accounting Firm, all reasonable costs incurred by the Independent Accounting Firm, and notwithstanding anything else in this sentence Section 8.3(e)(vi) or in this Agreement to the contrary, the costs and expenses of the other party incurred with respect to this Section 8.3(e)(vi). (vii) If the Stockholder Representative does not deliver a Notice of Objection in accordance with the terms of Section 8.3(e)(v), the Closing Balance Sheet (together with Parent’s calculation of the Net Asset Value at Closing reflected thereon), shall not apply to any claim of common law fraud alleged be deemed to have been committed accepted by or on behalf all of the indemnifying party or an Affiliate thereof upon parties to this Agreement. In the indemnified partyevent that the Stockholder Representative delivers a Notice of Objection in accordance with the provisions above and Parent and the Stockholder Representative are able to resolve such dispute by mutual agreement, as applicablethe Closing Balance Sheet, together with Parent’s calculation of the Net Asset Value at Closing reflected thereon, to the extent modified by mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement. (cviii) Following In the Closingevent that the Stockholder Representative delivers a Notice of Objection in accordance with the provisions set forth above and Parent and the Stockholder Representative are unable to resolve such dispute by mutual agreement, the sole determination of the Independent Accounting Firm shall be final and exclusive remedy binding on the parties, and the Closing Balance Sheet, together with Parent’s calculation of the Net Asset Value at Closing reflected thereon, to the extent modified by the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties hereto with respect to any and all claims relating this Agreement. Subject to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf foregoing provisions, the calculation of the indemnifying party or an Affiliate thereof upon the indemnified party) Net Asset Value at Closing reflected on any such Closing Balance Sheet shall be conclusive and binding on all of the parties to this Agreement, no further adjustments shall be made thereto and neither Parent, the Stockholder Representative nor the Company Stockholders shall have any further right to challenge such calculation of the Net Asset Value at Closing, whether pursuant to the indemnification provisions set forth terms of Section 8.3 or otherwise. (f) Nothing in this ARTICLE IXAgreement shall limit the liability of the Company Stockholders (and the indemnification shall not be the exclusive remedy) in respect of any Losses arising out of any fraud, willful breach or intentional misrepresentation. (g) It is understood that nothing in this Agreement shall eliminate the ability of any party hereto to apply for equitable remedies to enforce the other parties’ obligations under this Agreement. (h) Notwithstanding anything to the contrary in this Agreement, the parties hereto agree and acknowledge that any Indemnified Party may bring a claim for indemnification for any Loss under this Article VIII notwithstanding the fact that any Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing or waived any condition to the Closing related thereto.

Limitations on Indemnification. (a) Seller No Indemnifying Party shall not be required to indemnify an Indemnified Party hereunder except to the Purchaser extent that the aggregate amount of Losses for which the Indemnified Parties under Party is otherwise entitled to indemnification pursuant to this Section 9.1(a)13 exceeds $250,000, Section 9.1(bwhereupon the Indemnified Party shall be entitled to be paid the excess of (i) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all such Losses incurred over (ii) $250,000, subject to the limitations on recovery and recourse set forth in Sections 13.5(b) and 13.6 below; provided, however, that (A) Cash Tax Claims (as defined in Section 13.6 below) shall not be subject to either the $250,000 deductible described above or to the limitations as to recovery and recourse referred to below, and (B) Losses related to or arising directly or indirectly out of any inaccuracies in any representation or warranty made by any of the Indemnified Sellers in Section 4.5 or Section 4.29 (collectively, "Unlimited Claims") shall be indemnified in their entirety by such Seller or the Sellers, as applicable, and shall not be subject to either the $250,000 deductible described above or to the limitations as to recovery and recourse referred to below. (b) Subject to the first sentence of Section 13.6 and notwithstanding anything else to the contrary otherwise stated herein or in any other Transaction Document, the aggregate amount actually payable by either (i) the Buyer as an Indemnifying Party on the one hand or (ii) the Sellers as Indemnifying Parties as a result on the other hand pursuant to this Section 13 and Section 11 of the Exchange Agreement, with respect to all Claims against such breachesIndemnifying Party or Indemnifying Parties, as the case may be, exceeds other than Unlimited Claims (as to which no such limit shall apply), shall in no event exceed $25,000.00. Once 5,000,000 (as such aggregate amount may be reduced from time to time pursuant to Section 3(d) of such the Buy-Sell Agreement). (c) No Indemnifying Party shall be liable for any Losses incurred pursuant to this Section 13 unless a written claim for indemnification in accordance with Section 13.4 is given by Purchaser the Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back Party to the first dollar; providedIndemnifying Party with respect thereto within eighteen (18) months after the Closing, however, except that the limitations contained in this sentence and the immediately preceding sentence time limitation shall not apply to any claim Losses related to or arising directly or indirectly out of common law fraud alleged to have been committed by any Tax Claims or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyUnlimited Claims, as applicableto which in each case the applicable statute of limitations shall apply. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. (a) Seller Parent Indemnitees shall not be required entitled to indemnify the Purchaser Indemnified Parties recover under Section 9.1(a), Section 9.1(b8.2(a) or Section 9.1(d) through Section 9.1(i) unless and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless until the aggregate amount of all their Losses incurred by exceeds on a cumulative basis $225,000 (the Indemnified Parties as a result of such breaches“Deductible”), as in which event the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties Parent Indemnitees shall thereupon be entitled to indemnification relating back to recover all such Losses in excess of the first dollarDeductible in accordance with this Article VIII; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller Deductible shall not be required applicable to indemnify any indemnification claim arising from or relating to any breach of a Company Fundamental Representation or based on Fraud. In addition to the Purchaser Indemnified Parties under Section 9.1(a)foregoing limitation, Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 except for any Losses based upon, resulting from or related to a breach of a Company Fundamental Representation or based on Fraud, any individual Loss otherwise subject to the extent indemnification obligations of Section 8.2(a) shall be disregarded if the aggregate amount of all such Losses exceeds individual Loss is determined to be less than Twenty Five Thousand Dollars ($1,000,000 (the “Indemnity Cap”25,000.00); provided, however, that an individual Loss shall be deemed to include all Losses that arise from a common nucleus of operative fact or otherwise result from a set of related acts or omissions. (b) The Parent Indemnitees’ sole and exclusive recourse with respect to an indemnification claim under Section 8.2(a) shall be the limitations contained in this sentence Indemnity Escrow Amount, the R&W Insurance Policy and, solely with respect to Company Fundamental Representations and the Specified Claims, the Offset; provided, however, that the foregoing limitation shall not apply to any claim of common law fraud alleged to have been committed by or based on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableFraud. (c) Following Notwithstanding anything to the Closing, contrary contained in this Article VIII: (i) The Parent Indemnitees shall use commercially reasonable efforts to pursue recovery for Losses under the sole and exclusive remedy R&W Insurance Policy as set forth in this Article VIII. (ii) Any indemnification of the parties hereto any Parent Indemnitees under Section 8.2(a) (other than with respect to any claim for breach of any Company Fundamental Representation or Specified Claims or based on Fraud) shall be satisfied, after the Deductible has been exhausted, solely and all claims relating exclusively by recovery (1) first, from the Indemnity Escrow Amount (to the matters addressed extent available) until the Indemnity Escrow Amount has been exhausted (subject to the limitations set forth in Section 9.1 8.5(d)), and (2) second, under the R&W Insurance Policy (to the extent available), and no further recourse shall be available against the Sellers. (iii) Any indemnification of any Parent Indemnitees under Section 8.2(a) with respect to Company Fundamental Representations or the Specified Claims shall be satisfied solely and exclusively by recovery (1) first, from the Indemnity Escrow Amount (to the extent available) until the Indemnity Escrow Amount has been exhausted (subject to the limitations set forth in Section 9.2 8.5(d)), (2) second, under the R&W Insurance Policy (to the extent available), and (3) third, from the Sellers pursuant to the Offset (subject to the limitations set forth in Section 8.5(d)). (iv) Any indemnification of any Parent Indemnitees under Section 8.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyunder Section 8.2(a)) shall be satisfied solely and exclusively by recovery (1) first, from the Indemnity Escrow Amount (to the extent available) until the Indemnity Escrow Amount has been exhausted, and (2) second, from the Sellers pursuant to the Offset. (v) With respect to any claim based on Fraud, any Indemnitee may pursue any available rights or remedies such Indemnitee may have under applicable Law against the Person who committed such Fraud (in addition to any rights or remedies available to such Indemnitee under this Article VIII). (d) Other than with respect to any claim based on Fraud, the maximum amount that the Parent Indemnitees may recover under Section 8.2 by Offset pursuant to Section 8.10 is (i) in the case of any breaches of a Company Fundamental Representation, the aggregate of the Earn-Out Payments that otherwise would be payable to the Sellers, (ii) in the case of the Specified Claims, $71,000,000 in the aggregate and (iii) with respect to each Seller, such Seller’s Pro Rata Percentage of any Claim. (e) No Loss may be claimed under Section 8.2 or Section 8.3 by any Parent Indemnitee or Seller Indemnitee, as applicable, to the extent such Losses are included in the calculation of the Final Adjustment Amount pursuant to Section 2.11. For the avoidance of doubt, if, and solely to the extent, the amount of a Loss is recovered by a Parent Indemnitee or Seller Indemnitee through the actual payment of a Claim to such Indemnitee, the same amount of such Loss may not be recovered again by such Indemnitee by reason of such Loss being subject to indemnification provisions set forth under more than one provision of this Agreement. (f) Notwithstanding any term herein to the contrary, in the event that any Losses of a Parent Indemnitee relate solely to a particular Seller’s breach of his, her or its representations, warranties, covenants or agreements contained in such Seller’s Securityholder Acknowledgment Agreement or any Ancillary Agreement to which such Seller is a party, the amount of any such Losses shall be deducted (including pursuant to the Offset) solely from any amounts that otherwise would be payable to such Seller rather than from all of the Sellers in accordance with their Pro Rata Percentages. For the avoidance of doubt, this Section 8.5(f) shall not limit the Parent Indemnitees’ rights to indemnification (including pursuant to the Offset) for any Losses based upon, resulting from or related to a breach of any representations, warranties covenants or agreements of the Company contained in this ARTICLE IXAgreement or any Ancillary Agreement regardless of whether any such breach may be attributable in whole or in part to a particular Seller. (g) For purposes of calculating the amount of Loss incurred by an Indemnitor for purposes of this Agreement, such amount shall be reduced by (A) the amount of any insurance proceeds actually paid to such Indemnitee in respect of such Loss, net of any deductible amounts (other than the Deductible), any increase in premiums related thereto and any costs associated with obtaining such insurance proceeds, and (B) the amount of any indemnification, contribution, and other similar payment proceeds actually recovered by such Indemnitee in respect of such Loss, net of any costs associated with obtaining such proceeds. The Indemnitee agrees to use its commercially reasonable efforts to mitigate all Losses to the extent required by applicable law.

Limitations on Indemnification. (a) Notwithstanding anything to the contrary set forth in this Agreement, neither Buyer nor Seller shall not be required entitled to receive any amount in respect of any indemnification claims: (i) unless and until the amount of all Damages incurred or suffered by such Party exceeds $100,000 (the “Basket”) in the aggregate, in which event, the Indemnifying Person shall be obligated to indemnify the Purchaser Indemnified Parties under Section 9.1(a)Injured Party, Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required the Injured Party may assert its right to indemnify indemnification, to the Seller Indemnified Parties under Section 9.2 unless the aggregate amount full extent of all Indemnified Losses, including Indemnified Losses incurred by that are less than the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one handBasket, or (ii) in excess of $5,000,000 (the Seller Indemnified Parties, on “Cap”) in the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollaraggregate; provided, however, that the limitations contained in this sentence and the immediately preceding sentence Cap shall not apply to breaches of any claim Fundamental Reps, and neither the Basket nor the Cap shall apply to breaches of common law (x) any covenant contained in Article 2, Article 5 or Article 6, (y) the indemnification obligations under Section 9.1(b), or (z) or any act of fraud alleged on the part of Seller (collectively, the matters referenced in this proviso are referred to have been committed by herein as the “Uncapped Indemnification Matters”). Except to the extent indemnifiable pursuant to Section 9.1(b), neither Buyer nor Seller shall be entitled to receive any amount in respect of any indemnification claims resulting from or on behalf arising out of any breach or violation of any Fundamental Reps in excess of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableAggregate Consideration. (b) Seller shall not be required Except with respect to indemnify Uncapped Indemnification Matters, the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained indemnification obligations in this sentence Article 9 shall not apply terminate on the date that is eighteen (18) months after the Closing Date, unless prior to any such date, the Injured Person has notified the Indemnifying Person of an indemnification claim in accordance with Section 9.4 or 9.5 above, in which case, the indemnification obligations in this Article 9 with respect to such claim shall survive until resolution of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicablesuch indemnification claim. (c) Following Payments by an Indemnifying Party pursuant to this Article 9 in respect to any Indemnified Loss shall be reduced by an amount equal to any insurance recoveries that are received by the Closing, Injured Party with respect to all or a portion of such Indemnified Loss. (d) The foregoing indemnification provisions of this Article 9 shall be the sole and exclusive remedy of a Party for breach by the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf Party of the indemnifying party representations and warranties in Article 3 or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXArticle 4 above.

Limitations on Indemnification. (a) Seller shall Notwithstanding any other provision of this Agreement to the contrary, (i) the Indemnifying Party will not be required liable under this Article 7 for any Losses to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by extent that the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of have otherwise been fully compensated for such Losses incurred pursuant to this Article 7 so as to avoid “double counting” of the same Losses and (ii) each of the parties hereto will use their commercially reasonable efforts to mitigate all Losses relating to an Indemnification Claim contemplated by Purchaser Indemnified PartiesSection 7.3(b). (b) From and after the Initial Closing Date, on except with respect to claims for fraud or willful misconduct, the one handsole and exclusive remedy for any and all Losses arising out or relating to any breach, or alleged breach, of any representation or warranty or any covenant or agreement in this Agreement, will be the Seller Indemnified Partiesindemnification provisions set forth in this Article 7, on and the parties hereto each hereby waive to the maximum extent permitted by applicable Law any other hand, exceeds $25,000.00, the indemnified parties shall thereupon be remedy to which they or any other Person entitled to indemnification relating back to the first dollarhereunder may have at Law or in equity with respect thereto; provided, however, that the limitations contained nothing in this sentence and the immediately preceding sentence shall not apply Section 7.4(b) will prevent any party from exercising its rights pursuant to any claim of common law fraud alleged to have been committed by or on behalf Section 8.5 in lieu of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableindemnification provisions set forth in this Article 7. (bc) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a)Notwithstanding any other provision hereof, Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent in no event will the aggregate amount of all such Losses exceeds $1,000,000 for which an Indemnifying Party is obligated to indemnify the Indemnified Parties pursuant to Section 7.2(a)(i) or Section 7.2(b)(i) exceed the aggregate Purchase Price (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall Cap will not apply to any claim of common law fraud alleged to have been committed by or on behalf limit the indemnification of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto Indemnified Parties with respect to any and all claims Losses resulting from or relating to the matters addressed in Section 9.1 or Section 9.2 breaches of any Fundamental Reps (other than claims breaches of common law Section 3.9) or any Losses to the extent resulting from fraud alleged to have been committed by or on behalf the part of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXIndemnifying Party.

Limitations on Indemnification. (a) Seller shall not No claim may be required to indemnify made against the Purchaser Escrow Deposit unless and until the Parent Indemnified Parties under Section 9.1(a), Section 9.1(bhave sustained aggregate Losses for which the Parent Indemnified Parties are entitled to indemnification pursuant to this Agreement in excess of Three Hundred Fifty Thousand Dollars ($350,000) or Section 9.1(d) through Section 9.1(iin the aggregate (the “Deductible Amount”) and Purchaser shall not be required then only to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once extent such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on exceeds the one hand, or One Hundred Seventy-Five Thousand Dollars ($175,000). Notwithstanding any other provision in this Agreement to the Seller Indemnified Parties, on the other hand, exceeds $25,000.00contrary, the indemnified parties maximum aggregate recovery of all Parent Indemnified Parties shall thereupon be entitled to indemnification relating back limited to, and shall not exceed an amount equal to, the Escrow Deposit held pursuant to the first dollar; providedEscrow Agreement except for Losses determined by final, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim nonappealable judgment of common law fraud alleged a court of competent jurisdiction to have been committed caused by (i) any breach of Section 3.10(h), (ii) any breach of Section 3.12 (“Government Contract Claims”) or on behalf (iii) actual fraud or intentional misrepresentation by the Company (“Fraud Claims,” and together with the claims described in clauses (i) and (ii) of this Section 9.05, “Excluded Claims”). Excluded Claims finally determined by nonappealable judgment of a court of competent jurisdiction in favor of a Parent Indemnified Party shall be paid first, from the Escrow Deposit, and second, upon depletion of the indemnifying party or an Affiliate thereof upon Escrow Deposit in full, severally (but not jointly) by the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be Common Stockholders pursuant to the indemnification provisions set forth Limited Guaranty; provided that, (x) in no event shall the aggregate liability of the Common Stockholders in respect of Government Contract Claims exceed an amount equal to the difference of (A) the Escrow Deposit minus (B) all amounts paid (whether from escrow, directly by the Common Stockholders, or otherwise) in respect of all claims other than Government Contract Claims and (y) in no event shall the aggregate liability of any Common Stockholder for all claims arising from this ARTICLE IXAgreement and the Transactions exceed an amount equal to the Merger Consideration received by such Common Stockholder in respect of such Common Stockholder’s shares.

Limitations on Indemnification. (a) With respect to any Damages pursuant to Section 9.1(a), each Seller Indemnifying Party shall only be required to indemnify, defend or hold harmless the Purchaser Indemnified Parties against, and reimburse the Purchaser Indemnified Parties for, such Seller Indemnifying Party's pro rata share, in the proportions set out in Exhibit 9.4(a). (b) Notwithstanding anything to the contrary contained in this Agreement other than Section 9.4(e), each Seller Indemnifying Party shall not be required to indemnify indemnify, defend or hold harmless the Purchaser Indemnified Parties under Section 9.1(a)against, Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and reimburse the Purchaser shall not be required to indemnify the Seller Indemnified Parties under for, any Damages: (i) pursuant to Section 9.2 9.1(a)(i) unless and until the aggregate amount of all Losses incurred by such Damages exceeds $[***] (the "Basket Amount"), provided that (A) if the amount of Damages exceeds the Basket Amount, the Purchaser Indemnified Parties shall be entitled to recover the Basket Amount as a result well as all Damages in excess of the Basket Amount, and (B) the Discount shall not be applied for the purposes of calculating whether the Damages exceed the Basket Amount; (ii) pursuant to Section 9.1(a)(i) with respect to any individual claim of less than $[***]; and (iii) pursuant to Section 9.1(a)(i) in excess of [***], in the aggregate, of the value of the Purchaser Shares actually received by such breachesSeller Indemnifying Party pursuant to this Agreement (plus, (i) in the case of AmorChem LP, [***] of the value of the Purchaser Shares actually received by McGill; and (ii) in the case of Genesys, [***] of the value of the Purchaser Shares actually received by McGill), as such value shall have been determined pursuant to Section 2.2, it being understood that Purchaser shall be entitled to reduce the First Milestone Payment and the Second Milestone Payment, as the case may be, exceeds $25,000.00. Once by such aggregate amount up to such [***] limitation (plus, (i) in the case of AmorChem LP, [***] of the value of the Purchaser Shares actually received by McGill; and (ii) in the case of Genesys, [***] of the value of the Purchaser Shares actually received by McGill), if applicable; provided that this Section 9.4(b) does not apply to Damages (i) with respect to the Corporation's Core Representations and the representations and warranties set out in Section 6.1(bb) (Tax Matters), or (ii) resulting from any fraud or fraudulent or willful misconduct of such Losses incurred by other Party. (c) Subject to Section 9.4(e), notwithstanding anything to the contrary contained in this Agreement (i) each Seller Indemnifying Party's maximum aggregate liability to the Purchaser Indemnified Parties' under this Article 9 shall not exceed [***] pursuant to this Agreement (plus, on (i) [***]), as such value shall have been determined pursuant to Section 2.2 (the one hand, or "Value of Purchaser Shares Received"); and (ii) Purchaser's maximum aggregate liability to the Seller Indemnified PartiesParties under this Article 9 shall not exceed the [***]; provided that this Section 9.4(c) does not apply to Damages resulting from any fraud or fraudulent or willful misconduct of such other Party, on the other hand, exceeds $25,000.00, the indemnified parties and provided further that Purchaser shall thereupon be entitled to indemnification relating back to reduce the first dollar; providedFirst Milestone Payment and the Second Milestone Payment, howeveras the case may be, by such amount that the limitations contained in this sentence and Damages exceed the immediately preceding sentence shall not apply to any claim Value of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyPurchaser Shares Received, as if applicable. (bd) The Seller Indemnifying Parties shall not be required have no obligation to indemnify the Purchaser Indemnified Parties under Section 9.1(a)with respect to, Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for arising out of, any Losses Damages with respect to the extent Corporation's Core Representations of which [***] had actual knowledge at the aggregate amount time of all such Losses exceeds $1,000,000 Closing. (e) Notwithstanding anything to the “Indemnity Cap”); provided, however, that the limitations contrary contained in this sentence Agreement, nothing in this Article 9 shall limit a Party's right to recover from any other Party any Damages resulting from any fraud or fraudulent or willful misconduct of such other Party. For greater certainty, the Parties agree that the Discount shall not apply to any Damages that are the subject matter of a claim for indemnification arising under Section 9.1(a) and resulting from any fraud or fraudulent or willful misconduct of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicablesuch other Party. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. (a) Seller Neither Seller, MR Holdings nor Parent shall not be required to indemnify the Purchaser Indemnified Parties provide indemnification for claims made solely under Section 9.1(a)9.02(a) unless the Indemnified Party’s Losses for all such claim(s) shall exceed Twenty Five Thousand Dollars ($25,000.00) in the aggregate (the “Basket”) (at which point Seller, Section 9.1(b) or Section 9.1(d) through Section 9.1(i) MR Holdings and Purchaser shall not Parent will be required obligated to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Party’s Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to from the first dollar; provided, however, that neither Seller, MR Holdings nor Parent will have an obligation to indemnify the Indemnified Party for Losses with respect to individual Losses of less than Five Thousand Dollars ($5,000.00) (the “Threshold”) unless more than one Indemnified Party’s Losses, each less than the Threshold, arises from the same or similar facts or circumstances and such Indemnified Party’s Losses collectively exceed the Threshold, in which case, all such Indemnified Party’s Losses shall be indemnified by Seller, MR Holdings and Parent pursuant to the terms herein. In no event shall Seller’s, MR Holdings’ and Parent’s aggregate liability with respect to all claims of indemnification made solely under Section 9.02(a) exceed Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000.00) in the aggregate (the “Cap”). Notwithstanding the foregoing, the Parties hereto acknowledge and agree that any Losses arising out of, resulting from or relating to any inaccuracy in, misrepresentation of, or breach of the representations and warranties contained in Sections 5.01, 5.02, 5.03, 5.05, 5.07(a), 5.14(b), and 5.22 shall not be subject to the limitations set forth in this Section 9.06. Notwithstanding anything in this Agreement to the contrary, the limitations set forth herein shall not apply in the event that Seller, MR Holdings, Parent or Principal is found to have committed fraud or intentional misrepresentation. Notwithstanding anything to the contrary contained in this sentence and the immediately preceding sentence Agreement, no Party shall not apply have any right to indemnification under this Article IX with respect to any claim of common law fraud Losses or alleged to have been committed by or on behalf Losses if such matter was determined as part of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableproration adjustment procedures set forth in Section 3.03. (b) Seller Buyer shall not be required to indemnify the Purchaser Indemnified Parties provide indemnification for claims made solely under Section 9.1(a), Section 9.1(b9.03(b) or Section 9.1(dunless the Indemnified Party’s Losses for all such claim(s) through 9.1(i) and Purchaser shall not exceed in the aggregate the Basket (at which point Buyer will be required obligated to indemnify the Seller Indemnified Parties under Section 9.2 for any Party’s Losses to from the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”)first dollar; provided, however, that Buyer will not have an obligation to indemnify the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto Indemnified Party for Losses with respect to any individual Losses of less than the Threshold unless more than one Indemnified Party’s Losses, each less than the Threshold, arises from the same or similar facts or circumstances and such Indemnified Party’s Losses collectively exceed the Threshold, in which case, all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) such Indemnified Party’s Losses shall be indemnified by Buyer pursuant to the terms herein. In no event shall Buyer’s aggregate liability with respect to all claims of indemnification provisions made solely under Section 9.03(b) exceed the Cap. Notwithstanding the foregoing, the Parties hereto acknowledge and agree that any Losses arising out of, resulting from or relating to any inaccuracy in, misrepresentation of, or breach of the representations and warranties contained in Sections 6.01, 6.02, 6.04 and 6.05 shall not be subject to the limitations set forth in this ARTICLE IXSection 9.06. Notwithstanding anything in this Agreement to the contrary, the limitations set forth herein shall not apply in the event that Buyer is found to have committed fraud or intentional misrepresentation.

Limitations on Indemnification. (a) The Seller Indemnitors shall not be required to indemnify any Person under Sec- tion 9.1(a) unless (i) the Purchaser Indemnified Parties indemnified amount that would be payable by the Seller Indemnitors with respect to any given Indemnifiable Claim exceeds $400,000 (“Seller Includable Claims”); and (ii) the aggregate amount for all Seller Includable Claims exceeds $30,000,000, and in such event, Seller Indemnitors shall be responsible for only the amount in excess of $30,000,000; provided, however, that the foregoing limitations do not apply to indemnification based upon or resulting from any inaccuracy in any of the representations and warranties set forth in Sections 3.1, 3.2, 3.3 and 3.17. In no event shall the total indem- nification to be paid by the Seller Indemnitors under Section 9.1(a)) exceed $400,000,000; provided, Section 9.1(b) however, that the foregoing limitations do not apply to indemnification based upon or resulting from any inaccuracy in any of the representations and warranties set forth in Sec- tions 3.1, 3.2, 3.3 and 3.17. The Seller Indemnitors shall not be required to indemnify any Person under Section 9.1(d) through Section 9.1(iunless the amount that would be payable by the Seller Indemni- tors with respect to any given Indemnifiable Claim exceeds $400,000. (b) and Purchaser shall not be required to indemnify the Seller Indemnified Parties any Person under Section 9.2 9.2(a) unless (i) the indemnified amount that would be payable by Purchaser with respect to any given Indemnifiable Claim exceeds $400,000 (“Purchaser Includable Claims”); and (ii) the aggregate amount of for all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, Purchaser Includable Claims exceeds $25,000.0030,000,000, and in such event, Purchaser shall be responsible for only the amount in excess of $30,000,000; pro- vided, however, that the foregoing limitations do not apply to indemnification based upon or resulting from any inaccuracy in any of the representations and warranties set forth in Sec- tions 4.1, 4.2 and 4.7. Once such aggregate amount of such Losses incurred In no event shall the total indemnification to be paid by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds un- der Section 9.2(a) exceed $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar400,000,000; provided, however, that the foregoing limitations contained in this sentence and the immediately preceding sentence shall do not apply to indemnification based upon or resulting from any claim of common law fraud alleged to have been committed by or on behalf inaccuracy in any of the indemnifying party or an Affiliate thereof upon the indemnified partyrepre- sentations and warranties set forth in Sections 4.1, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) 4.2 and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable4.7. (c) Following the Closing, the sole and exclusive remedy of the parties hereto Any Indemnifiable Claim with respect to any and all claims relating breach or nonperformance by any party of a representation, warranty, covenant or agreement shall be limited to the matters amount of actual Indemnifiable Losses sustained by the Indemnified Party by reason of such breach or nonperformance, net of any insurance or other proceeds received by the Indemnified Party in respect of such claim. Nothing in this Agreement is intended to require or permit the pay- ment by the Indemnifying Party of duplicative, in whole or in part, indemnity payments hereunder to an Indemnified Party. (d) If an inaccuracy in any of the representations and warranties made by Dynegy or Seller, or a breach of any of the covenants of Dynegy or Seller, gives rise to an adjustment in the Purchase Price or is otherwise addressed in some other provision of this Agreement, then such inaccuracy or breach shall not give rise to an indemnification obligation under Section 9.1 9.1. (e) If any Indemnifiable Claim is based upon or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf resulting from any inaccuracy in any of the indemnifying party representations and warranties and is also subject to indemnification under Sections 9.1(b) through (i), the provisions of this Section 9.5 applicable to inaccuracies in any repre- sentation or an Affiliate thereof upon the indemnified party) warranty shall be pursuant inapplicable to such Indemnifiable Claim. (f) If any Indemnifiable Claim is based upon or resulting from any breach or inaccu- racy in Section 3.19(a), Dynegy shall have the right and option, but not the obligation, to con- tribute and deliver, or cause to be contributed and delivered, within 30 days after notice with respect to such Indemnifiable Claim has been delivered in accordance with Section 9.3(a), such assets as are required to cure (in whole or in part) such breach or inaccuracy. In the event Dynegy makes such election and fails for whatever reason to cure (in whole or in part) such breach or inaccuracy, in no event shall such failure be deemed a breach or non perform- ance of a covenant or obligation of any Dynegy Party, and Purchaser shall be entitled to pur- sue any remedy available to it with respect to the indemnification provisions set forth in this ARTICLE IXoriginal breach or inaccuracy of Section 3.19(a) to the extent such breach or inaccuracy remains uncured.

Limitations on Indemnification. (a) Seller Notwithstanding anything in Section 6.01 to the contrary: (i) ET Partner shall not be required to indemnify the Purchaser any Contributing Party Indemnified Parties under Section 9.1(a)Entity pursuant to, and shall not have any Liability under, Section 9.1(b6.01(a) if, with respect to any individual Damage item or Section 9.1(dseries of related Damage items, such item or series of items is less than $2,000,000.00 in the aggregate (a “Minor Claim”); (ii) through Section 9.1(i) and Purchaser ET Partner shall not be required to indemnify the Seller any Contributing Party Indemnified Parties under Entity pursuant to, and shall not have any Liability under, Section 9.2 unless 6.01(a) until the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, Damages for which ET Partner would be liable under Section 6.01(a) (excluding Minor Claims) exceeds $25,000.00. Once such aggregate amount 17,500,000.00 (the “General Indemnification Deductible”), in which case, subject to Section 6.04(a)(iii), ET Partner shall be liable for all Damages (other than Damages in respect of such Losses incurred by Purchaser Indemnified Parties, on Minor Claims) in excess of the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence General Indemnification Deductible; (iii) ET Partner shall not apply be required to indemnify any claim Contributing Party Indemnified Entity pursuant to, and shall not have any Liability under, Section 6.01(a) once the aggregate of common law fraud alleged to have been committed all payments made by or on behalf of ET Partner in respect of its indemnification obligations under Section 6.01(a) equals $235,000,000. (b) Notwithstanding anything in Section 6.02 to the indemnifying party contrary: (i) SUN Partner shall not be required to indemnify any Receiving Party Indemnified Entity pursuant to, and shall not have any Liability under, Section 6.02(a) for any Minor Claim; (ii) SUN Partner shall not be required to indemnify any Receiving Party Indemnified Entity pursuant to, and shall not have any Liability under, Section 6.02(a) until the aggregate amount of all Damages for which SUN Partner would be liable under Section 6.02(a) (excluding Minor Claims) exceeds the General Indemnification Deductible, in which case, SUN Partner, subject to Section 6.04(b)(iii), shall be liable for all Damages (other than Damages in respect of Minor Claims) in excess of the General Indemnification Deductible; and (iii) SUN Partner shall not be required to indemnify any Receiving Party Indemnified Entity pursuant to, and shall not have any Liability under, Section 6.02(a) once the aggregate of all payments made by or an Affiliate thereof upon on behalf of SUN Partner in respect of its indemnification obligations under Section 6.02(a) equals $115,000,000. (c) The indemnification limitations set forth in the indemnified partyforegoing clauses (a) and (b) shall not apply with respect to any Damages relating to, resulting from or arising out of fraud or intentional misrepresentation by any Receiving Party, any Contributing Party or their respective Affiliates, as applicable. (bd) Seller shall not The amount which an Indemnifying Party is or may be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply pay to any claim of common law fraud alleged Indemnified Party pursuant to have been committed this Article VI shall be reduced (retroactively, if necessary) by any insurance proceeds or other amounts recovered by or on behalf of such Indemnified Party related to the indemnifying party related Damages. If an Indemnified Party shall have received the payment required by this Agreement from an Indemnifying Party in respect of Damages and shall subsequently receive insurance proceeds or an Affiliate thereof upon other amounts in respect of such Damages, then such Indemnified Party shall promptly repay to the indemnified partyIndemnifying Party a sum equal to the amount of such insurance proceeds or other amounts actually received up to the amount received from the Indemnifying Party, as applicableless any costs incurred to recover such proceeds. (ce) Following Damages shall be determined without duplication of recovery under other provisions of this Agreement or any other Transaction Document. Without limiting the Closing, the sole and exclusive remedy generality of the parties hereto with respect prior sentence, if a set of facts, conditions or events constitutes a breach of more than one representation, warranty, covenant or agreement that is subject to an indemnification obligation under this Article VI, in no event shall there be any and all claims relating to the matters addressed in Section 9.1 indemnification or Section 9.2 (other than claims duplication of common law fraud alleged to have been committed by payments or on behalf recovery under different provisions of this Agreement arising out of the indemnifying party same facts, conditions or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXevents.

Limitations on Indemnification. Notwithstanding anything herein to the contrary: (a) Seller The Indemnitees shall not be required assert any claim for indemnification against the Indemnitors until such time as, and only to indemnify the Purchaser Indemnified Parties under Section 9.1(a)extent that, Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, claims that the limitations contained in this sentence and Indemnitees may have against the immediately preceding sentence Indemnitors shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableexceed $250,000. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the The aggregate amount of all such Losses exceeds $1,000,000 indemnification payments made pursuant to this Section 8 arising out of claims described in Section 8.2 or in Section 8.5 (the “Indemnity Cap”); providedother than payments made pursuant to this Section 8 arising out of claims for intentional misrepresentation, however, that the limitations contained in this sentence intentional misconduct or fraud) shall not apply exceed an amount equal to any claim of common law fraud alleged to have been committed by or on behalf 19% of the indemnifying party or an Affiliate thereof upon total consideration actually received by the indemnified party, as applicableIndemnitors pursuant to this Agreement (valued at the closing price on the Closing Date). (c) Following the Closing, the sole and exclusive remedy The aggregate amount of all indemnification payments made pursuant to this Section 8 shall not exceed 100% of the parties hereto total consideration actually received by the Indemnitors pursuant to this Agreement (valued at the closing price on the Closing Date). (d) Except with respect to any and Designated Claims, all claims relating to the matters addressed in for indemnification under this Section 9.1 or Section 9.2 8 (other than claims the reimbursement of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partylegal expenses under Section 8.5) shall be pursuant to satisfied solely by the indemnification provisions set forth release of Escrow Shares in this ARTICLE IXaccordance with the terms of the Escrow Agreement. In the case of Designated Claims, Indemnitees shall have the option of pursuing such claims directly against Indemnitors or seeking the release of Escrow Shares in accordance with the terms of the Escrow Agreement. As used herein, the term "Designated Claims" shall mean claims arising out of any intentional misrepresentation, intentional misconduct or fraud, or out of any breach of the representations of the Company in Sections 2.3, 2.9 (a), (b), (c ) or (f) or 2.15 (a) or (b), or out of the transactions or arrangements described in Section 8.2(a)(iii).

Limitations on Indemnification. (a) Seller The Indemnifying Parties shall not be required have no liability with respect to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(bmatters described in clauses (a) or Section 9.1(d(b) through Section 9.1(i) and Purchaser shall not be required to indemnify of Sections 11.2 or 11.3 of this Agreement until the Seller Indemnified Parties under Section 9.2 unless the aggregate amount total of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, with respect thereto exceeds $25,000.00. Once such aggregate 100,000 (the "Threshold Amount") and then only for the amount of by which such Losses incurred by Purchaser Indemnified exceed $100,000; provided, however, that this limitation shall not apply to any Loss due to any inaccuracy of the representation contained in Section 5.21 of this Agreement or to ePlus' indemnification obligations contained in Section 8.13 of this Agreement. The aggregate liability of all SourceOne Indemnifying Parties, on the one hand, or the Seller Indemnified Parties, and all ePlus Indemnifying Parties on the other hand, exceeds with respect to matters described in clauses (a) or (b) of Section 11.2 or 11.3 of this Agreement shall be limited to $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar1,500,000 each; provided, however, that the limitations this limitation shall not apply to ePlus' indemnification obligations contained in Section 8.13 of this sentence and the immediately preceding sentence Agreement. (b) The limitations set forth in this Section 11.6 shall not apply to any claim Losses occasioned by the willful misconduct or fraud of common law fraud alleged any Indemnifying Party, and the Indemnifying Party shall be liable for all Losses with respect thereto. No party otherwise entitled to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnification under this Agreement shall be indemnified party, as applicable. (b) Seller shall not be required pursuant to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses this Agreement to the extent that such party's Losses are increased or extended by the aggregate amount willful misconduct or fraud of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following ePlus shall not proceed against the Closing, Shareholders directly until the sole and exclusive remedy earlier of the parties hereto expiration of the Escrow or the distribution of all amounts in the Escrow in accordance with the Escrow Agreement; provided, that the Shareholders do not contest the distribution of the amounts in Escrow when a claim against such amount is made by ePlus. For the purpose of compensating ePlus for its Losses pursuant to this Agreement, (i) the Escrowed Cash and Escrowed Shares shall be distributed to ePlus on a pro rata basis from the Escrow and (ii) all Escrowed Shares in the Escrow shall be valued at $8.00 per share (the "Valuation Price"); provided, that the Valuation Price shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or general distribution of securities convertible into or exchangeable or exercisable for ePlus Common Stock), reclassification, reorganization, recapitalization or other like change with respect to any and all claims relating to ePlus Common Stock occurring after the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf date hereof. After the expiration of the indemnifying party Escrow, the Shareholders shall have the option, in their sole discretion, to compensate ePlus for any Losses successfully claimed under this Agreement using (i) cash or an Affiliate thereof upon (ii) shares of ePlus Common Stock valued at the indemnified party) Valuation Price; provided, that the Valuation Price shall be pursuant adjusted to reflect fully the indemnification provisions set forth in this ARTICLE IXeffect of any stock split, reverse stock split, stock dividend (including any dividend or general distribution of securities convertible into or exchangeable or exercisable for ePlus Common Stock), reclassification, reorganization, recapitalization or other like change with respect to ePlus Common Stock occurring after the date hereof .

Limitations on Indemnification. (a) Seller No Indemnifying Party shall not be required to indemnify an Indemnified Party hereunder except to the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless extent that the aggregate amount of all Losses incurred by Damages for which the Indemnified Parties as a result of such breaches, as the case may be, Party is otherwise entitled to indemnification pursuant to Section 15 hereof exceeds $25,000.00. Once such 100,000 (the "Minimum Amount") (it being understood and agreed that the Minimum Amount is intended as an aggregate amount of such Losses incurred by Purchaser Indemnified Partiesdeductible, and the Seller and the Members collectively on the one hand, or and the Seller Indemnified Parties, Buyer and SFX collectively on the other hand, exceeds $25,000.00shall not be liable collectively for the Minimum Amount of Damages for which the others are otherwise entitled to indemnification). Notwithstanding the foregoing, (i) any Damages suffered by the Buyer arising from any breach by the Seller of the representation and warranty contained in Section 6.12 hereof, and (ii) any Damages suffered by an Indemnified Party arising from any breach by an Indemnifying Party of any covenant or obligation under this Agreement (including, without limitation, the obligations of the Buyer and SFX under Sections 15.2(b), 15.2(c) and 17 hereof, and the obligations of the Seller and the Members under Section 15.1(b) hereof), shall be indemnified parties in their entirety and shall thereupon not be entitled to indemnification relating back subject to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableMinimum Amount deductible. (b) Seller shall not be required Subject to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(iparagraphs (c) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses (d) below, notwithstanding anything to the extent contrary set forth in this Section 15, the aggregate amount of Damages payable by the Seller and the Members pursuant to Section 15 hereof with respect to all such Losses exceeds $1,000,000 claims for indemnification shall not exceed five percent (5%) of the “Indemnity Cap”entire Purchase Price paid to the Seller, except with respect to claims relating to (i) any breach of the representation and warranty contained in Section 6.12 hereof, and (ii) the Excluded Assets, which shall be limited to the entire Purchase Price paid to the Seller (as the same may be reduced by the amount of any Damages paid by the Seller and the Members to the Buyer under this Section 15); provided, however, that and shall not be subject to the limitations contained set forth in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableSection 15.4(b). (c) Following Notwithstanding anything to the Closingcontrary set forth in this Section 15, the sole and exclusive remedy maximum liability of the parties hereto any Member with respect to any claim by the Buyer for Damages shall be such Member's Pro Rata Share (as hereinafter defined) of the aggregate liability of the Seller and all claims relating of the Members, as specifically provided in Section 15.4(b) hereof, with respect to such claim. For purposes hereof, a Member's "Pro Rata Share" shall be the percentage set forth opposite such Member's name on Schedule B hereto. (d) Notwithstanding anything to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions contrary set forth in this ARTICLE IXSection 15, no action or claim for Damages pursuant to this Section 15 shall be brought or asserted by an Indemnified Party against an Indemnifying Party after the first anniversary of the Closing Date, except for (i) any action or claim for Damages brought by the Buyer against the Seller or the Members arising from or with respect to (A) any breach of the representation and warranty contained in Section 6.12 hereof, and (B) the Excluded Assets, or (ii) any action or claim for Damages brought by the Seller and/or the Members against the Buyer or SFX arising from or with respect to (A) the Buyer's conduct of the Business or use of the Acquired Assets from and after the Closing Date, (B) the Assumed Obligations or (C) SFX's and the Buyer's obligations under Section 17 hereof, all of which actions or claims set forth in clauses (i) and (ii) above may be brought until the expiration of the applicable statutes of limitation. (e) All Damages paid by the Seller and the Members to the Buyer under this Section 15 shall be payable, at the option of the Seller and the Members, in cash and shares of Class A Stock pro rata in accordance with the relative proportion of the Cash Portion to the Stock Portion. For purposes hereof, each share of Class A Stock paid to the Buyer by the Seller and the Members as aforesaid shall be valued at the fair market value thereof as of the time the payment thereof is finally determined to be owing to the Buyer under this Section 15.

Limitations on Indemnification. (a) Seller Shareholders shall not have any liability to any Indemnified Party with respect to Damages arising out of any of the matters 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) and Section 10.2(a) (with the exceptions of Subsections 10.2(a)(iii) and 10.2(a)(v)) until such time as the amount of all such Damages shall collectively exceed $150,000.00 (the “Shareholders’ Deductible”) (after which point Shareholders will be required obligated to indemnify the Purchaser Buyer Indemnified Parties under Section 9.1(a), Section 9.1(bfrom and against Damages in excess of Shareholders’ Deductible) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount after applying any available proceeds of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableShareholders’ insurance. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses Notwithstanding anything to the extent contrary contained in this Agreement, the maximum aggregate amount of all such Losses exceeds indemnifiable Damages that may be recovered from the Shareholders by the Indemnified Parties pursuant to Article IV (with the exceptions of Section 4.1, Section 4.4, Section 4.15, Section 4.16 and Section 4.28) and Section 10.2(a) (with the exceptions of Subsections 10.2(a)(iii) and 10.2(a)(v)) shall be $1,000,000 4,600,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to ) after applying any claim available proceeds of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableAsset Purchaser’s insurance. (c) Following the Closing, the sole and exclusive remedy 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 parties hereto state of facts giving rise to such claim constituting a breach of more than one representation, warranty or covenant. (d) The Parties shall cooperate with each other with respect to 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 contribution, claims against third Persons and other rights at law or equity). The Parties shall use commercially reasonable efforts to seek full recovery under all claims relating insurance policies covering any Loss to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged same extent as they would if such Loss were not subject to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXhereunder.

Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, (x) except with respect to the Specified Representations and the representations and warranties set forth in Section 3.11, (a) Seller shall not be required to indemnify the Purchaser Indemnified Parties have any liability under Section 9.1(a8.01(a) unless the aggregate liability for Losses suffered by Purchaser Indemnitees thereunder exceeds $[***] (the “Deductible”), and then only to the extent of such excess and (b) Seller’s aggregate maximum liability under Section 9.1(b8.01(a) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required exceed an amount equal to indemnify [***] percent ([***]%) of the Seller Indemnified Parties under Section 9.2 unless of the aggregate amount of all Losses incurred by Cash Payments that Purchaser has actually paid to Seller (the Indemnified Parties as a result “Cap”) ([***]) and (y) (a) the aggregate maximum liability of such breachesSeller under Section 8.01(a) or Purchaser under Section 8.02(a), as in each case, shall not exceed the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Cash Payments that Purchaser Indemnified Partieshas actually paid to Seller, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller subject to Section 8.09, neither Party shall not have any liability for an otherwise indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the Indemnified Party and is due and payable, so long as the claim for such Loss was timely submitted pursuant to the provisions of this Article VIII; (c) neither Party shall be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 liable for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (Purchaser Indemnitees or the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partySeller Indemnitees, as applicable. , failed to mitigate such Losses in accordance with applicable Laws (provided, that, for clarity, this clause (c) Following shall only relieve a Party to the extent of any Losses that would not have been incurred had such Purchaser Indemnitees or Seller Indemnitees, as applicable, mitigated in accordance with applicable Laws); (d) neither Party shall be liable for any Loss to the extent arising from (i) a change in accounting or taxation Law, policy or practice made after the Closing, other than a change required to comply with any Law, policy or practice in effect on the sole and exclusive remedy date of this Agreement, or (ii) any Law not in force on the date of the parties hereto Closing or any change in Law which takes effect retroactively or occurs as a result of any increase in the rates of taxation [***] = Portions of this exhibit have been omitted and filed separately with respect to the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. in force on the Closing Date; (e) neither Party shall be liable for any and all claims relating to the matters addressed otherwise indemnifiable Loss arising out of any breach of any representation, warranty, covenant or agreement of such Party unless a claim therefore is asserted in writing (as provided in Section 9.1 or 8.03) by the Indemnified Party timely in accordance with Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) 8.08, failing which such claim shall be pursuant to the indemnification provisions set forth in this ARTICLE IXwaived and extinguished; and (f) [***].

Limitations on Indemnification. (a) The Seller Indemnitors shall not be required to indemnify the Purchaser Indemnified Parties any Person under Section 9.1(a) unless (i) the indemnified amount that would be payable by the Seller Indemnitors with respect to any given Indemnifiable Claim exceeds $400,000 (“Seller Includable Claims”); and (ii) the aggregate amount for all Seller Includable Claims exceeds $30,000,000, and in such event, Seller Indemnitors shall be responsible for only the amount in excess of $30,000,000; provided, however, that the foregoing limitations do not apply to indemnification based upon or resulting from any inaccuracy in any of the representations and warranties set forth in Sections 3.1, 3.2, 3.3 and 3.17. In no event shall the total indemnification to be paid by the Seller Indemnitors under Section 9.1(b9.1(a) exceed $400,000,000; provided, however, that the foregoing limitations do not apply to indemnification based upon or resulting from any inaccuracy in any of the representations and warranties set forth in Sections 3.1, 3.2, 3.3 and 3.17. The Seller Indemnitors shall not be required to indemnify any Person under Section 9.1(d) through Section 9.1(iunless the amount that would be payable by the Seller Indemnitors with respect to any given Indemnifiable Claim exceeds $400,000. (b) and Purchaser shall not be required to indemnify the Seller Indemnified Parties any Person under Section 9.2 9.2(a) unless (i) the indemnified amount that would be payable by Purchaser with respect to any given Indemnifiable Claim exceeds $400,000 (“Purchaser Includable Claims”); and (ii) the aggregate amount of for all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, Purchaser Includable Claims exceeds $25,000.00. Once 30,000,000, and in such aggregate event, Purchaser shall be responsible for only the amount in excess of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar30,000,000; provided, however, that the foregoing limitations contained in this sentence and the immediately preceding sentence shall do not apply to indemnification based upon or resulting from any claim of common law fraud alleged to have been committed by or on behalf inaccuracy in any of the indemnifying party or an Affiliate thereof upon representations and warranties set forth in Sections 4.1, 4.2 and 4.7. In no event shall the indemnified party, as applicable. (b) Seller shall not total indemnification to be required to indemnify the paid by Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b9.2(a) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds exceed $1,000,000 (the “Indemnity Cap”)400,000,000; provided, however, that the foregoing limitations contained in this sentence shall do not apply to indemnification based upon or resulting from any claim of common law fraud alleged to have been committed by or on behalf inaccuracy in any of the indemnifying party or an Affiliate thereof upon the indemnified partyrepresentations and warranties set forth in Sections 4.1, as applicable4.2 and 4.7. (c) Following the Closing, the sole and exclusive remedy of the parties hereto Any Indemnifiable Claim with respect to any and all claims relating breach or nonperformance by any party of a representation, warranty, covenant or agreement shall be limited to the matters amount of actual Indemnifiable Losses sustained by the Indemnified Party by reason of such breach or nonperformance, net of any insurance or other proceeds received by the Indemnified Party in respect of such claim. Nothing in this Agreement is intended to require or permit the payment by the Indemnifying Party of duplicative, in whole or in part, indemnity payments hereunder to an Indemnified Party. (d) If an inaccuracy in any of the representations and warranties made by Dynegy or Seller, or a breach of any of the covenants of Dynegy or Seller, gives rise to an adjustment in the Purchase Price or is otherwise addressed in some other provision of this Agreement, then such inaccuracy or breach shall not give rise to an indemnification obligation under Section 9.1 9.1. (e) If any Indemnifiable Claim is based upon or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf resulting from any inaccuracy in any of the indemnifying party representations and warranties and is also subject to indemnification under Sections 9.1(b) through (i), the provisions of this Section 9.5 applicable to inaccuracies in any representation or an Affiliate thereof upon the indemnified party) warranty shall be pursuant inapplicable to such Indemnifiable Claim. (f) If any Indemnifiable Claim is based upon or resulting from any breach or inaccuracy in Section 3.19(a), Dynegy shall have the right and option, but not the obligation, to contribute and deliver, or cause to be contributed and delivered, within 30 days after notice with respect to such Indemnifiable Claim has been delivered in accordance with Section 9.3(a), such assets as are required to cure (in whole or in part) such breach or inaccuracy. In the event Dynegy makes such election and fails for whatever reason to cure (in whole or in part) such breach or inaccuracy, in no event shall such failure be deemed a breach or non performance of a covenant or obligation of any Dynegy Party, and Purchaser shall be entitled to pursue any remedy available to it with respect to the indemnification provisions set forth in this ARTICLE IXoriginal breach or inaccuracy of Section 3.19(a) to the extent such breach or inaccuracy remains uncured.

Limitations on Indemnification. (a) Neither the Seller nor the Buyer shall not be required to indemnify the Purchaser Indemnified Parties under make payments in satisfaction of claims for indemnification pursuant to Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless 5.2 until the aggregate amount of all Losses incurred by the Buyer Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other handas applicable, exceeds $25,000.00one percent (1%) of the Purchase Price (the “Threshold Amount”), in which case the indemnified parties Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall thereupon be entitled to indemnification relating back pursuant to Section 5.2 for all such Losses from the first dollar; provided, however, that subject to the other limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableherein. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the The aggregate amount of all such Losses exceeds $1,000,000 payments made by (i) Seller in satisfaction of claims for indemnification pursuant to Section 5.2(a) or Section 5.2(b) shall not exceed thirty percent (30%) of the Purchase Price (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence Cap shall not apply with respect to any claim of common law fraud alleged to have been committed by or on behalf Losses resulting from breaches of the indemnifying party Seller’s Government Contract Matters Representations, which shall not exceed fifty percent (50%) of the Purchase Price, provided, however, the Cap shall not apply with respect to any Losses resulting from (A) breaches of the Seller’s Fundamental Representations or an Affiliate thereof upon (B) intentional misrepresentation or fraud, which shall not exceed the indemnified party, as applicablePurchase Price. (c) Following The aggregate amount of all payments made by the ClosingBuyer in satisfaction of claims for indemnification pursuant to Section 5.2(c) shall not exceed the Cap; provided, however, the sole and exclusive remedy of the parties hereto Cap shall not apply with respect to any and all claims relating to Losses resulting from (A) breaches of the matters addressed Buyer’s Fundamental Representations (B) intentional misrepresentation or fraud, which shall not exceed the Purchase Price or (C) Losses described in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX5.2(c)(v).

Limitations on Indemnification. (a) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a)Purchaser, Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 Seller, unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, Purchaser or Seller pursuant to Sections 5.1 or 5.2 (as the case may be), exceeds $25,000.00100,000. Once such aggregate amount of such Losses incurred by Purchaser Indemnified PartiesPurchaser, on the one hand, or the Seller Indemnified PartiesSeller, on the other hand, exceeds $25,000.00100,000, Purchaser or Seller, as the indemnified parties case may be, shall thereupon be entitled to indemnification relating back to the first dollaronly for amounts in excess of such $100,000; provided, however, however that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged fraud, any claims for indemnification for Excluded Liabilities, any claims under clause (e) of Section 5.1, any claims under clause (c) of Section 5.1 relating to have been committed by Huntington Covenants or on behalf any claims under clause (c) of Section 5.1 relating to Section 6.10 of the indemnifying Huntington Representations and Warranties. In addition, no party hereto shall assert any claim for indemnification hereunder, including claims relating to Excluded Liabilities, to which such party is otherwise entitled unless and until the aggregate of all such Losses (including any related claims for Losses or an Affiliate thereof upon any claims for Losses arising out of the indemnified partysame operative set of facts) submitted for indemnification at such time exceeds $10,000, as applicableat which time all such Losses may be asserted. No party hereto shall have any obligation hereunder for any consequential liability, damage or loss or any lost profits. (b) Seller Neither Seller, on the one hand, nor Purchaser, on the other hand, shall not be required obligated to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 other for any Losses to the extent that exceed $5,000,000 in the aggregate amount of with all Losses asserted by such Losses exceeds $1,000,000 (the “Indemnity Cap”)party; provided, however, however that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by fraud, claims for indemnification for Excluded Liabilities or on behalf claims under clause (e) of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableSection 5.1. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 Sections 5.1 and 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyfraud) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXArticle V; provided however that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. Any liabilities of the Members pursuant to this Article VIII shall be satisfied pursuant to the terms of the Escrow Indemnity Agreement, which shall be the exclusive remedy available for satisfaction of any obligation of the Members pursuant to this Article VIII. Notwithstanding anything to the contrary in the charter, bylaws, other organizational documents, agreements (aincluding, without limitation, the New Employment Agreements), insurance policies (including, without limitation, any directors' and officers' liability or other similar insurance policy) Seller or other instruments of Parent or any of its Subsidiaries, no Member (or any of their respective affiliates) shall have any right to indemnification or other recovery thereunder or otherwise (whether as an officer, member, director, stockholder or in any other capacity) from Parent or any of its Subsidiaries with respect to any matter to the extent that the Members are liable, or would be liable but for the limitations on indemnification and limitations on survival of representations, warranties, covenants and agreements contained herein, to any of the Parent Indemnified Parties under this Article VIII with respect to such matter. The Members shall not be required obligated to indemnify any of the Purchaser Parent Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required pursuant to indemnify this Article VIII until the Seller aggregate Losses suffered by the Parent Indemnified Parties under Section 9.2 unless exceed $1.0 million, except to the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of extent that such Losses incurred by Purchaser Indemnified Partiesresult from a wilful breach of a representation, on warranty, agreement or covenant of AH or any of the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollarMembers; provided, however, that if at any time the limitations contained in this sentence and aggregate Losses exceed $1.0 million, the immediately preceding sentence Members shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required obligated to indemnify the Purchaser relevant Parent Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify for the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate full amount of all such Losses exceeds in excess of $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable500,000. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. (a) Seller Notwithstanding the foregoing provisions of this Article VI, (i) neither Warrantor shall be liable, pursuant to Section 6.1 or 6.2, for any indemnifiable Damages suffered by any Purchaser Indemnitee arising out of a breach of any representation, warranty, covenant or agreement of the Warrantors herein or for any Taxes unless a claim therefor is asserted in writing prior to the expiration of the period of survival applicable to such representation, warranty, covenant or agreement or indemnification claim in respect of Taxes set forth in Section 6.5, failing which such claim shall be waived and extinguished, (ii) neither Warrantor shall be liable, pursuant to Section 6.1(a), for (x) any Damages suffered by any Purchaser Indemnitee unless the aggregate of all Damages suffered by the Purchaser Indemnitees exceeds, on a cumulative basis, an amount equal to 0.50% of the Consideration, and then only to the extent of any such excess or (y) any individual items where the Damage relating thereto is less than the equivalent of US$100,000 and such items shall not be required aggregated for purposes of the immediately preceding clause (x), (iii) the aggregate liability of Warrantors hereunder, pursuant to indemnify Section 6.1(a) and 6.2, for Damages suffered by the Purchaser Indemnified Parties under Section 9.1(a)Indemnitees shall in no event exceed 20% of the Consideration, Section 9.1(band (iv) or Section 9.1(d) through Section 9.1(i) and Purchaser no Party hereto shall not be required liable to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other handfor indirect, exceeds $25,000.00special, the indemnified parties shall thereupon be entitled to indemnification relating back to the incidental, consequential or punitive damages claimed by such other party resulting from such first dollarParty’s breach of its representations, warranties or covenants hereunder; provided, however, that the limitations contained described in this sentence and the immediately preceding sentence clauses (i) through (iii) shall not apply to any claim of common law act or omission constituting fraud alleged or to have been committed by or on behalf a breach of the indemnifying party or an Affiliate thereof upon representation and warranty set forth in Section 2.2 (Shares). In no event shall the indemnified partyWarrantors be obligated to indemnify the Purchaser Indemnitees with respect to any matter to the extent that such matter was taken into account in the calculation of the adjustment to the Consideration, if any, pursuant to Section 1.3. For purposes solely of this Article VI and Section 5.1(e), all representations and warranties of the Warrantors in Article II (other than Section 2.7(a)) shall be construed as applicableif the term “material” and any reference to “Target Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (b) Seller shall not be required to indemnify Notwithstanding the Purchaser Indemnified Parties under Section 9.1(a)foregoing provisions of this Article VI, Section 9.1(b(i) or Section 9.1(d) through 9.1(i) and the Purchaser shall not be required liable, pursuant to indemnify Section 6.3, for any indemnifiable Damages suffered by any Warrantor arising out of a breach of any representation, warranty, covenant or agreement of the Seller Indemnified Parties Purchaser herein unless a claim therefor is asserted in writing prior to the expiration of the period of survival applicable to such representation, warranty, covenant or agreement set forth in Section 6.5, failing which such claim shall be waived and extinguished, (ii) the Purchaser shall not be liable, pursuant to Section 6.3(a), for (x) any Damages suffered by any Warrantor unless the aggregate of all Damages suffered by the Warrantors hereunder and under Section 9.2 for any Losses 4.1(a) of the Guaranty Agreement (without double counting) exceeds, on a cumulative basis, an amount equal to 0.50% of the Consideration, and then only to the extent of such excess or (y) any individual items where the Damage relating thereto is less than the equivalent of US$100,000 and such items shall not be aggregated for purposes of the immediately preceding clause (x), (iii) the aggregate amount liability of all the Purchaser and CTCM, taken together (without double counting), pursuant to Section 6.3(a) hereof and Section 4.1(a) of the Guaranty Agreement for Damages suffered by the Warrantors shall in no event exceed 20% of the Consideration, and (iv) no Party hereto shall be liable to the other for indirect, special, incidental, consequential or punitive damages claimed by such Losses exceeds $1,000,000 (the “Indemnity Cap”)other party resulting from such first party’s breach of its representations, warranties or covenants hereunder; provided, however, that the limitations contained described in this sentence clauses (i) through (iii) shall not apply to any claim act or omission constituting fraud. For purposes solely of common law fraud alleged to have been committed by or on behalf this Article VI and Section 5.2(a), all representations and warranties of the indemnifying party or an Affiliate thereof upon Purchaser in Article III shall be construed as if the indemnified party, as applicableterm “material” (and variations thereof) were omitted from such representations and warranties. (c) Following The Parties shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the Closingother party hereunder, including by making reasonable best efforts to mitigate or resolve any such claim or liability. (d) Indemnification under this Article VI shall be the sole and exclusive remedy of any Party after the parties hereto Closing with respect to any and all claims relating to this Agreement, the matters addressed in Section 9.1 other Transaction Agreements, the Target Group or Section 9.2 the transactions contemplated by this Agreement or the other Transaction Agreements (other than claims of, or causes of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXaction arising from, fraud).

Limitations on Indemnification. (a) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the The aggregate amount of all Losses incurred for which the Indemnifying Holders shall be liable pursuant to Section 9.2(a)(i) and Section 9.2(a)(v) shall not exceed One Million Dollars ($1,000,000.00) (the “Cap”). Notwithstanding the foregoing, the Cap will not apply with respect to any Losses (i) arising from any breach of the Fundamental Representations, which shall be capped at the total Merger Consideration, (ii) from willful misconduct or from fraud, or (iii) described in Section 9.2(a)(iv). Notwithstanding the foregoing, this ARTICLE 9 does not prevent or restrict the right of any party to obtain injunctive relief or other equitable relief from a court of competent jurisdiction authorized by Section 10.9. No Indemnifying Holder will have any liability under or in connection with this Agreement, or the Indemnified Parties as a result transactions contemplated hereby, in excess of its Pro Rata Share of the Merger Consideration except in connection with such breachesIndemnifying Holder’s fraud. (b) Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i), as the case may be, exceeds $25,000.00. Once such unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party pursuant thereto equals or exceeds $45,000, in which case only such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties in excess of such amount shall thereupon be entitled to indemnification relating back to the first dollarpayable; provided, however, that the foregoing limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf Losses arising out of the indemnifying party inaccuracy or an Affiliate thereof upon breach of any Fundamental Representation or in the indemnified party, as applicablecase of fraud. (bc) Seller No Indemnified Party shall not be required entitled to indemnify the Purchaser Indemnified Parties reimbursement under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 any provision of this Agreement for any Losses to the extent such party has previously been actually reimbursed for the aggregate same amount under any other provision of all this Agreement or such Indemnified Party has recovered such Losses exceeds $1,000,000 under any insurance policy, net of any deductibles, retainage or self-insured or co-insurance payments, and net of any increase or reasonably anticipated increase in insurance premiums resulting from such recovery (the each such net recovery amount, a “Indemnity CapNet Recovery”); provided that if, following the receipt by an Indemnified Party of any indemnification payment from an Indemnifying Party under this ARTICLE 9, such Indemnified Party shall receive any such insurance recovery in respect of the same underlying claim, the Indemnified Party shall reimburse the Indemnifying Party hereunder to the extent of the applicable Net Recovery amount (but not in excess of such amount previously so received by such Indemnified Party from the Indemnifying Party). (d) For purposes of clarification, no Indemnified Party shall be entitled to indemnification or any payment under this Agreement for any amounts expressly taken into account in determining or as an adjustment to the Merger Consideration at Closing or pursuant to Section 2.4 (such as Taxes included in the calculation of Indebtedness, Company Transaction Expenses or Net Working Capital) in a manner and to the extent such amounts reduce the Purchase Price at Closing or pursuant to Section 2.4. (e) Indemnification pursuant to this ARTICLE 9 and the other remedies provided for in this Agreement shall be the exclusive remedies of the Parties with respect to any inaccuracy in or breach of any representations and warranties in this Agreement or breach of or failure to comply with any covenant or obligation under this Agreement, except with respect to (a) any fraud or intentional misrepresentation, (b) any criminal, willful or intentional misconduct and (c) the remedies of specific performance or injunctive or other equitable relief (including, for the avoidance of doubt, the equitable relief contemplated by Section 6.12). (f) Notwithstanding the foregoing, the Fathom Indemnified Parties shall only be entitled to indemnification or payment under this Agreement for Losses for any breach of Section 6.12 by any Key Holder(s) from the Key Holder(s) who have so breached Section 6.12, provided, however, that such Key Holder(s) will be required to indemnify the limitations contained in this sentence shall Fathom Indemnified Parties for all such indemnifiable Losses and not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicablejust such Key Holder(s) Pro Rata Share thereof. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. (a) Seller shall not be required to indemnify the Purchaser Indemnified Parties Supplier’s obligations under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) 11.02 and Purchaser shall not be required to indemnify the Seller Indemnified Parties Purchaser’s obligations under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence 11.03 shall not apply to the extent that an indemnified Party’s Losses are primarily attributable to any claim act constituting breach, error, negligence, fraud, recklessness, wrongful intentional act or omission on the part of common law fraud alleged such indemnified Party or any of its Affiliates, directors, officers, employees, representatives or agents, or to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the extent that such indemnified party, as applicableParty is otherwise responsible therefor. (b) Seller 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 be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(bexceed (x) or Section 9.1(done hundred percent (100%) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon Purchase Price for the indemnified partyapplicable Non-Conforming Product, as applicableplus (y) the transportation costs Purchaser incurred for the shipment of such Non-Conforming Product. (c) Following Notwithstanding anything else in this Agreement to the Closingcontrary, Supplier’s aggregate liability to Purchaser under this Agreement shall in no event exceed, on a cumulative basis, Two Million Dollars ($2,000,000) 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 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 11.02(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 of the parties hereto with respect to any and all claims relating to this Agreement, the matters addressed Quality Agreement, any document or certificate delivered in Section 9.1 connection herewith or Section 9.2 (other than claims of common law fraud alleged to have been committed by therewith, the Products, or on behalf of the indemnifying party any federal, state, local or an Affiliate thereof upon the indemnified party) 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 IXArticle 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 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 or gross negligence. (f) UNDER NO CIRCUMSTANCES WHATSOEVER (INCLUDING DUE TO NEGLIGENCE EXCEPT AS PROVIDED BELOW) SHALL 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), EXCEPT 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, 11.02 OR 11.03, (II) RESULT FROM A PARTY’S WILLFUL BREACH OR GROSS NEGLIGENCE, OR (III) RESULT FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS HEREUNDER.

Limitations on Indemnification. (a) Seller shall not be required to indemnify the Purchaser Indemnified Parties any Person under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred for which indemnity would otherwise be payable by Seller under Section 9.1(a) exceeds $10,000,000, and in such event, Seller shall be responsible for only the Indemnified Parties as a result amount in excess of such breaches, as amount. In no event shall the case may be, exceeds total indemnification to be paid by Seller under Section 9.1(a) exceed $25,000.00100,000,000. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties any Person under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not unless the aggregate of all Losses for which indemnity would otherwise be required to indemnify the payable by Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses 9.1(b) exceeds $1,000,000 (250,000, and in such event, Seller shall be responsible for only the “Indemnity Cap”); providedamount in excess of such amount. The foregoing limitations, however, that the limitations contained in this sentence shall not apply to any claim claims arising out of common law fraud alleged Section 2.2 (Stock), 2.3(e) (No Indebtedness), 2.8 (Authorization; No Conflicts) (only with respect to have been committed the first two sentences thereof), 2.17 (No Brokers or Finders), Section 5.3(b) (Liability for Taxes), Section 6.10 (Indemnity for Certain ERISA Liabilities) and Section 6.11 (Employee Indemnity), for which (subject to the terms and conditions thereof) Seller shall indemnify the Indemnified Party for the full amount of any Loss. Any amounts required to be paid by or on behalf Seller pursuant to Section 5.3 of the indemnifying party or this Agreement shall not be deemed to be an Affiliate thereof upon the indemnified party, as applicableindemnification payment for purposes of this Section 9.5. (cb) Following Notwithstanding anything to the Closingcontrary contained herein, no party shall, prior to or after the sole and exclusive remedy of date on which the parties hereto Final Net Working Capital Amount is determined pursuant to Section 1.9, make any claim for indemnification with respect to the breach of any and all claims relating representation or warranty contained in Article II (including Section 2.3) or any covenant or agreement contained in Section 4.3 or Section 4.6 if the facts underlying such claim were or could have been the basis for an objection by Buyer to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be Proposed Final Net Working Capital Amount pursuant to the indemnification provisions set forth in this ARTICLE IXSection 1.9(e)(2).

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 9.1, (a) Seller shall not be required to indemnify the Purchaser Indemnified Parties or any Purchaser-Related Entities under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 this Agreement unless the aggregate amount of all amounts for which an indemnity would otherwise be payable by Seller under Section 9.1 above exceeds $40,000 (the “Basket Limitation”), at which point Seller shall have liability for the total amount for which an indemnity would be payable by Seller, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 9.1 above exceed in the aggregate $600,000 (the “Cap Limitation”), (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of Seller contained in this Agreement, or if any of the Due Diligence Material contains information that is inconsistent with any representation, warranty or covenant of Seller contained in this Agreement (collectively, a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 9 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount breaches of such Losses incurred by Purchaser Indemnified Parties, on the one hand, any covenant or the agreement of Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in Section 3.3, Section 3.4 or Section 10.2 of this ARTICLE IXAgreement.

Limitations on Indemnification. Subject to the provisions of Section 7.5: (a) Seller no indemnification shall not be required payable to indemnify the Purchaser a Buyer Indemnified Parties Person as a result of any Losses arising under Section 9.1(a), Section 9.1(b7.2(a) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless until the aggregate amount of all Losses incurred by the all Buyer Indemnified Parties as a result of such breaches, as the case may be, Persons exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser 100,000, whereupon the Buyer Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties Persons shall thereupon be entitled to indemnification relating back to receive the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate full amount of all Losses (including the first $100,000 of such Losses exceeds $1,000,000 (the “Indemnity Cap”Losses); provided, however, that the limitations contained in this sentence foregoing shall not apply to any claim Losses resulting from or arising out of common law fraud alleged to have been committed by any breach or on behalf inaccuracy of the indemnifying party Excepted Representations or an Affiliate thereof upon of the indemnified partyrepresentations and warranties set forth in Sections 3.7(c) and 3.20(c); (b) the maximum aggregate liability of the Seller for all Losses arising under Section 7.2(a) shall be $3,500,000; provided, as applicable.however, that the foregoing shall not apply to any Losses resulting from or arising out of any breach or inaccuracy of the Excepted Representations; (c) Following the Closing, the sole and exclusive remedy of the parties hereto a Buyer Indemnified Person shall not be entitled to a duplicate recovery under this ARTICLE VII (i) with respect to any and all claims relating Losses taken into account in the calculation of Final Working Capital or (ii) to the matters addressed extent that the state of facts giving rise to indemnification hereunder constitutes a breach of more than one representation, warranty or covenant hereunder; (d) in Section 9.1 or Section 9.2 (other than claims determining the amount of common law fraud alleged any Loss for which a Buyer Indemnified Person is entitled to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) indemnification pursuant to this ARTICLE VII, there shall be subtracted an amount equal to all insurance proceeds actually received by the Buyer Indemnified Person in connection with such Loss, provided that, no Buyer Indemnified Person shall have any obligation to pursue any insurance claim or recovery; and (e) in no event shall any party to this Agreement be liable for indirect, punitive, exemplary, special or consequential damages including lost profits pursuant to the indemnification provisions set forth in this ARTICLE IXVII.

Limitations on Indemnification. (a) Parent and Seller shall not be required to indemnify the Purchaser Buyer Indemnified Parties under pursuant to Section 9.1(a10.2(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser Buyer shall not be required to indemnify the Seller Indemnified Parties under pursuant to Section 9.2 10.3(a), unless and until the aggregate amount of Damages incurred or suffered by the Buyer Indemnified Parties (in the case of a claim by a Buyer Indemnified Party) or the Seller Indemnified Parties (in the case of a claim by a Seller Indemnified Party) resulting from, in connection with or arising out of all Losses breaches of or inaccuracies in the representations and warranties referred to in Section 10.2(a) or Section 10.3(a), as applicable, (i) exceeds $10,000 with respect to any claim (considering separate claims that arise out of the same set of facts or circumstances as one claim for purposes of this Section 10.4(a)) and (ii) exceeds, on a cumulative basis, $150,000 (the “Deductible”) with respect to all claims, and then only to the extent of Damages in excess of the Deductible. For purposes of this Section 10.4(a), any amount contributed by Buyer pursuant to Section 7.10 shall constitute Damages incurred by Buyer and shall count towards the Indemnified Parties as a result satisfaction of such breachesthe Deductible. (b) The maximum aggregate amount of indemnifiable Damages that may be recovered from Parent and Seller pursuant to Section 10.2(a) or from Buyer pursuant to Section 10.3(a), as the case may be, exceeds $25,000.00. Once such aggregate amount shall not exceed fifty percent (50%) of such Losses incurred by Purchaser Indemnified Partiesthe Purchase Price. (c) Notwithstanding the foregoing, on and for the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00avoidance of doubt, the indemnified parties shall thereupon be entitled to limitations on indemnification relating back to the first dollar; provided, however, that the limitations contained set forth in this sentence Sections 10.4(a) and the immediately preceding sentence 10.4(b) shall not apply to any indemnification claim for Damages resulting from, in connection with or arising out of common law fraud alleged to have been committed by (i) any breach of or on behalf inaccuracy in any of the indemnifying Specified Representations, (ii) Taxes, (iii) any fraud or intentional misrepresentation by any party in connection with this Agreement or an Affiliate thereof upon (iv) the indemnified party, as applicable. (b) Seller shall not be required matters referred to indemnify the Purchaser Indemnified Parties under Section 9.1(ain Sections 10.2(b), Section 9.1(b) or Section 9.1(d) through 9.1(i10.2(c), 10.2(d), 10.3(b) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”10.3(c); provided, however, that notwithstanding anything contained herein to the limitations contained contrary, in this sentence no event shall not apply the Buyer Indemnified Parties or the Seller Indemnified Parties be entitled to any claim of common law fraud alleged to have been committed by or on behalf indemnification hereunder for Damages in excess of the indemnifying party or an Affiliate thereof upon amount of the indemnified party, as applicablePurchase Price. (cd) Following The Buyer Indemnified Parties shall not be entitled to make any claim for indemnification to the Closingextent the matter in question was taken into account in the calculation of Closing Net Working Capital pursuant to Section 3.2. (e) The amount of any Damages incurred or suffered by any Indemnified Party and for which indemnification is provided under this Article 10 shall be calculated net of (i) any Tax Benefit actually realized by such Indemnified Party that is attributable to such Damages, the sole and exclusive remedy of the parties hereto (ii) any amount actually recovered by such Indemnified Party from a third party with respect to such Damages or (iii) any insurance proceeds actually received by such Indemnified Party with respect to such Damages under any insurance policy, excluding self-insurance arrangements and all claims relating net of any costs and expenses incurred by such Indemnified Party in collecting any such insurance proceeds (including reasonable attorneys’ fees and any premium increases directly related to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXobtaining such insurance proceeds).

Limitations on Indemnification. (a) Notwithstanding anything to the contrary set forth in this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller Parties by the Purchaser Indemnified Parties pursuant to Section 7.3(a) or Section 7.3(d) shall be fifteen percent (15%) of the Purchase Price, (“Purchaser Cap”). (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Purchaser by the Seller Indemnified Parties pursuant to Section 7.2(a) shall be fifteen percent (15%) of the Purchase Price (“Seller Cap”). (iii) The Seller Parties shall not be required liable to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b7.3(a) or Section 9.1(d7.3(d) through Section 9.1(iunless and until the Losses incurred by the Purchaser Indemnified Parties exceed, in the aggregate, Two Hundred Ninety-Four Thousand Six Hundred Fifty-Five and 00/100 Dollars ($294,655) (the “Deductible”), in which case the Seller Parties shall be liable to the applicable Purchaser Indemnified Party back to the first dollar. Notwithstanding the foregoing, (i) the Deductible shall be reduced to an amount equal to One Hundred Twenty Thousand and Purchaser 00/100 Dollars ($120,000) (the “Mini-Deductible”) for any claim related to or in respect of any labor or employment matter (provided, however, that any costs relating to immigration issues shall be excluded from this Mini-Deductible); (ii) any claim related to or in respect of: (a) any Tax Clearance Certificate Amount, or (b) Bad Debt shall not be required restricted from recovery if the Deductible threshold has not been met (each a “No Deductible Claim”); and (iii) each No Deductible Claim shall be counted towards the Deductible in respect of the treatment of any other claims. (iv) The Purchaser Indemnified Parties shall not be liable to indemnify the Seller Indemnified Parties under Section 9.2 7.2(a) unless and until the aggregate amount of all Losses incurred by the all Seller Indemnified Parties exceed, in the aggregate, the Deductible (or the Mini-Deductible, as the case may be), in which case the Purchaser Indemnified Parties shall be liable to the applicable Seller Indemnified Party back to the first dollar. (v) no Indemnified Party shall be entitled to recover any amount relating to any matter arising under one provision of this Agreement to the extent such Indemnified Party (or other Purchaser Indemnified Parties in the event of a result Purchaser Indemnified Party, or other Seller Indemnified Parties in the event of a Seller Indemnified Party) has already recovered such breachesamount with respect to such matter pursuant to that or other provisions of this Agreement. (vi) Notwithstanding anything to the contrary contained herein, (i) Section 7.4(a)(i)-(v) shall not apply to Losses in connection with, resulting from or arising out of directly or indirectly any inaccuracy in or breach of a Fundamental Reps, fraud or intentional misrepresentation, and (ii) no indemnification payment made by any Seller Party or Purchaser, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or with respect to any Fundamental Reps shall be considered in determining whether the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have Cap or Purchaser Cap has been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableexceeded. (b) Seller In no event shall not be required an Indemnifying Party have liability to indemnify the Purchaser a Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 Party for any Losses consequential, special, incidental, punitive or exemplary damages, except if and to the extent the aggregate amount of all any such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply damages are recovered against a Seller Indemnified Party pursuant to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicablea Third Party Claim. (c) Following The parties acknowledge and agree that, following the ClosingEffective Date, the their sole and exclusive remedy of the parties hereto with respect to any and all claims relating to this Agreement and the matters addressed in Section 9.1 or Section 9.2 transactions contemplated hereby (other than claims of common law arising from fraud alleged to have been committed by or on behalf of the indemnifying party intentional misrepresentation or an Affiliate thereof upon the indemnified partywillful misconduct) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXVII. In furtherance of the foregoing, each party hereby waives on its own behalf and (in the case of the Purchaser, on behalf of the Purchaser Indemnified Parties and in the case of the Seller Parties, on behalf of the Seller Indemnified Parties) to the fullest extent permitted under Law, any and all claims it may have against any of the other parties or their Affiliates arising under or based upon this Agreement, any document or certificate delivered in connection herewith, any Law or otherwise, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.4(c) shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Person’s fraudulent, or intentional misrepresentation or willful misconduct.

Limitations on Indemnification. (a) Seller shall not No claim or claims may be required made against an Indemnitor for indemnification pursuant to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b7.3(a)(i) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches7.3(b)(i), as the case may be, exceeds unless the collective Damages of the respective Indemnified Persons exceed in the aggregate an amount equal to $25,000.00. Once such aggregate 50,000, in which case the Indemnitor shall be obligated to the Indemnified Persons for the full amount of the Damages in excess of such Losses incurred by Purchaser Indemnified Partiesamount. The Company Shareholders shall be severally and not jointly liable for any indemnification obligations of the Company Shareholders pursuant to this Section 7 in the respective percentages set forth in Section 7.3 of the Company Disclosure Schedule. In addition to the provisions and limitations as provided in (A) Section 7.1 with respect to the period of survival of representations and warranties and indemnification obligations and (B) Section 7.3(d)(i) with respect to dollar amounts of Damages for which indemnification for breaches of representations and warranties is not available, neither Parent (on the one hand, or ) nor the Seller Indemnified Parties, Company Shareholders (on the other hand) in the aggregate shall be liable for Damages for which they would otherwise have indemnification obligations under this Agreement, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back in excess of an amount equal to the first dollar; providedproduct of the Aggregate Merger Consideration and the total of the percentages set forth on Schedule 7.3 (or, howeverif less than the total of such percentages, that the limitations 100%). The sole remedy for any breach of any representation or warranty contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) Agreement shall be pursuant to the indemnification provisions set forth in this ARTICLE IXSection 7. Notwithstanding the foregoing, nothing herein shall be construed as limiting the rights or remedies that any party hereto may have at equity, including specific performance and injunctive relief, where available. Notwithstanding any other provision of Section 7, the limitations contained in Section 7 with respect to a party's indemnification obligations shall not apply (i) in any instance where a claim for indemnification against that party is based on the fraud of that party or (ii) to any Damages suffered by a Parent Indemnified Person resulting from Company's employment or termination of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement: (a) Seller an Indemnifying Party shall not be required liable to indemnify an Indemnitee for any Indemnifiable Losses and no Party hereto shall be liable to any other Party hereto for any breach of this Agreement unless and only to the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless extent that the aggregate amount of all Indemnifiable Losses for such Indemnifying Party incurred by the Indemnified Parties as a result of such breaches, as the case may be, under this Agreement exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollarUS$1,000,000; provided, however, that the limitations contained in this sentence and the immediately preceding sentence no losses may be claimed under Section 7.2 by any Indemnitee or shall not apply to any claim of common law fraud alleged to have been committed be reimbursable by or on behalf shall be included in calculating the aggregate Indemnifiable Losses set forth above other than losses in excess of US$500,000 resulting from any single claim or aggregated claims arising out of the indemnifying party same facts, events or an Affiliate thereof upon the indemnified party, as applicable.circumstances; (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the maximum aggregate amount of all such Indemnifiable Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in may be recovered from an Indemnifying Party under this sentence Agreement shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable.be US$3,555,555; (c) Following an Indemnifying Party shall not have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the Closingbreach or alleged breach of this Agreement; (d) no Indemnitee shall have any claim or recourse against the Indemnifying Party or its officers, directors, employees, Affiliates, controlling persons, agents, advisors or representatives with respect to such breach if the Indemnitee had, prior to the execution of this Agreement, actual (but not constructive or imputed) knowledge of such breach or the facts, matters, events or circumstances giving rise to such breach; (e) an Indemnifying Party shall not be liable in respect of any claim for Indemnifiable Loss to the extent that such claim is attributable to, or such claim is increased as a result of, any legislation not in force at the date hereof or to any change of law, regulation, directive, requirement or administrative practice or any change in rates of tax, which in each case is not in force at the date hereof; (f) no Indemnitee shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one shortfall, damage, deficiency, breach or set of circumstances which give rise to one or more claims for Indemnifiable Loss, and for this purpose recovery by (i) an Investor Indemnitee shall be deemed to be a recovery by each of the Investor Indemnitees and (ii) by an Investee Indemnitee shall be deemed to be a recovery by each of the Investee Indemnitees; (g) if an Indemnifying Party pays to an Indemnitee an amount in discharge of a claim for Indemnifiable Loss and the Indemnitee or any Group Company subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party (including any Tax authority) a sum which is referable to the matter giving rise to the claim or obtains a relief which is so referable, the sole and exclusive remedy Indemnitee shall forthwith repay to the Indemnitee: (i) an amount equal to the sum recovered from the third party (or the value of the parties hereto relief obtained, calculated by reference to the amount saved); or (ii) if the figure resulting under paragraph (i) above is greater than the amount paid by the Indemnifying Party to the Indemnitee in respect of the relevant claim or the aggregate payments previously made by the Indemnifying Party in respect of all claims for Indemnifiable Loss by the Indemnitee, such lesser amount as shall have been so paid by the Indemnifying Party. (h) if, at any time, an Investor exercises its rights under Sections 12.1(b) (in connection with a Put Event described in Section 12.1(d)(ii)(1) or (4) of the Investor Rights Agreement) and/or 12.3 of the Investor Rights Agreement, then upon the consummation of a transfer of the Investor’s Shares under Section 12.1 thereof or a recovery from the Founder under Section 12.3 thereof, the Investor (and the Investor Indemnitees) shall have no right to seek indemnification under Section 7.2, specific performance under Section 7.5, or any other remedy at law or otherwise with respect to any and all claims relating to breach, violation or non-performance of any representation, warranty, covenant or agreement contained in any of the matters addressed in Section 9.1 or Section 9.2 Investment Documents (other than claims of common law fraud alleged to have been committed by or on behalf Sections 12.1 and 12.3 of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXInvestor Rights Agreement).

Limitations on Indemnification. ‌ (a1) Seller shall not be required Subject to indemnify the Purchaser Indemnified Parties under Section 9.1(a9.4(3), neither the Vendor nor the Vendor Parent have any obligation to make any payment for Damages for indemnification or otherwise with respect to the matters described in Section 9.1(b9.2(1)(a) or Section 9.1(d) through Section 9.1(i) until the total of all Damages with respect to‌ such matters exceeds $200,000, in which event the Vendor and Purchaser the Vendor Parent shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless responsible for the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableDamages. (b2) Seller shall not be required Subject to indemnify the Purchaser Indemnified Parties under Section 9.1(a9.4(3), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (indemnification obligations of the “Indemnity Cap”); provided, however, that the limitations contained Vendor with respect to matters described in this sentence Section 9.2(1)(a) shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableexceed‌ $2,500,000. (c3) Following Section 9.4(1) and Section 9.4(2) will not apply to, and the ClosingVendor and the Vendor Parent shall be liable for, the sole and exclusive remedy all Damages with respect to: (i) any breach or inaccuracy of the parties hereto Vendor’s or the Vendor Parent’s representations and warranties listed in Section 9.1(1)(a), (ii) any breach or inaccuracy of the Vendor’s or the Vendor Parent’s representations and warranties of which the Vendor or the Vendor Parent had knowledge of prior to Closing; or (iii) any claim involving fraud, fraudulent misrepresentation or willful misconduct.‌ (4) Payments by an Indemnifying Party under Section 9.2 or Section 9.3 in respect of any Damages shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds received (net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds) by the Indemnified Person in respect of any such claim. (5) Save and except with respect to Third Party Claims and claims on account of any and all claims fraud, fraudulent misrepresentation or willful misconduct by any Party, in no event shall any Indemnifying Party be liable to any Indemnified Person for any punitive, exemplary or indirect damages relating to the matters addressed in Section 9.1 breach or Section 9.2 alleged breach of this Agreement. (other than claims of common law fraud alleged 6) Each Indemnified Party shall take, and cause its Affiliates to have been committed take, all commercially reasonable steps to mitigate any Damages which such Indemnified Party may suffer or incur by or on behalf reason of the indemnifying party breach by an Indemnifying Party of any representation, warranty, covenant or an Affiliate thereof upon obligation of the indemnified party) shall be pursuant to the indemnification provisions set forth in Indemnifying Party under this ARTICLE IXAgreement.

Limitations on Indemnification. (a) Seller shall Except in the case of fraud, intentional misrepresentation or intentional breach, the Indemnified Parties, as a group, may not be required recover any Losses pursuant to indemnify the Purchaser Indemnified Parties an indemnification claim under Section 9.1(a), Section 9.1(b9.2(a)(i) or Section 9.1(d9.2(a)(ii) through Section 9.1(iunless and until (i) and Purchaser shall not be required with respect to indemnify any given claim for Losses, such claim is individually in excess of $25,000 (the Seller “Individual Basket Amount”) (it being understood that the Indemnified Parties under Section 9.2 unless may recover for the full amount of such Losses once the claim exceeds such Individual Basket Amount), and (ii) the Indemnified Parties, as a group, shall have actually paid, incurred, suffered or sustained at least $1,000,000 in Losses in the aggregate amount of (the “Basket Amount”), in which case the Indemnified Parties shall be entitled to recover all Losses incurred Losses, including the Basket Amount, paid, incurred, suffered or sustained by the Indemnified Parties as a result group. For the avoidance of such breachesdoubt, as the limitations set forth in this Section 9.3(a) shall not apply to indemnification claims under clauses (iii) – (x) of Section 9.2(a), inclusive. (b) Except in the case may beof fraud, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, intentional misrepresentation or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00intentional breach, the indemnified parties Indemnified Parties sole and exclusive source of recovery for indemnification claims under Section 9.2(a) shall thereupon be recourse against the cash held in the Escrow Fund, and the liability of each Indemnifying Party for indemnification claims under Section 7.2(a) shall be limited, in the aggregate, to a dollar amount equal to such Indemnifying Party’s Pro Rata Portion of the Escrow Amount. (c) In the event of fraud, intentional misrepresentation or intentional breach, the Indemnified Parties shall be entitled to bring indemnification relating back to claims directly against the first dollarIndemnifying Parties; provided, however, that (i) the limitations contained Indemnified Parties shall only be permitted to recover Losses from the Indemnifying parties in this sentence respect of such fraud, intentional misrepresentation or intentional breach if and the immediately preceding sentence extent that the Escrow Fund is no longer available, and (ii) in no event shall not apply the liability of any Indemnifying Party for any fraud, intentional breach or intentional misrepresentation exceed the Merger Consideration otherwise receivable by such Indemnifying Party hereunder (but for such fraud, intentional breach or intentional misrepresentation), unless any such Indemnifying Party either committed or had actual knowledge of such fraud, intentional misrepresentation or intentional breach (in which event there shall be no limitation on the liability of such Indemnifying Party hereunder or under applicable Law except to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableextent imposed under applicable Law). (bd) Seller Nothing in this Agreement shall not be required limit the liability of an Indemnifying Party in connection with a claim based on fraud, intentional misrepresentation or intentional breach committed by such Indemnifying Party or with the actual knowledge of such Indemnifying Party at the time of its commission. (e) Notwithstanding any provision of this Agreement to indemnify the Purchaser contrary, no Indemnifying Party shall have any indemnification obligations to any Indemnified Parties under Section 9.1(aParty with respect to Losses incurred by reason of or arising out of any reduction in the amount of any U.S. federal, state, local and non-U.S. net operating loss carryover, Tax credit carryover or similar Tax attribute of the Company or any Subsidiary arising in any Pre-Closing Tax Period below the amount set forth on the applicable Tax Return with respect to such period (each, a “Tax Attribute”), Section 9.1(b) whether such reduction occurs by reason of the carryback or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify other utilization of such Tax Attribute by the Seller Indemnified Parties under Section 9.2 Company, any Subsidiary or the Surviving Corporation, the filing of any amended Tax Return for the Company or any Losses to Subsidiary, the extent redetermination of the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”)Tax Attribute by any Governmental Entity or otherwise; provided, however, that the limitations contained nothing in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party9.3(e) shall be affect the Indemnifying Parties’ indemnification obligations for Pre-Closing Taxes pursuant to the indemnification provisions set forth in this ARTICLE Article IX.

Limitations on Indemnification. Rights of indemnification hereunder are subject to the following limitations: (a) Seller AAM shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply hereunder with respect to any claim of common law fraud alleged Indemnifiable Claim if AAM's Damages relating to have been committed by or on behalf of such Indemnifiable Claim are less than $300,000 (the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable."Excluded Amount"); (b) Seller Notwithstanding anything to the contrary in subparagraph (a) above, AAM shall not be required entitled to indemnify the Purchaser Indemnified Parties under Section 9.1(a)indemnification hereunder, Section 9.1(b) or Section 9.1(d) through 9.1(i) if and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent that (i) the aggregate amount of any Damages asserted against, resulting to, imposed upon, or incurred or suffered by AAM with respect to any Indemnifiable Claim is equal to or in excess of the Excluded Amount (a "Permissible Claim"), and (ii) that aggregate of all such Losses Damages with respect to a Permissible Claim (or, if more than one Permissible Claim is asserted, with respect to all Permissible Claims) equals or exceeds $1,000,000 (3,000,000, in which event the “Indemnity Cap”); provided, however, that the limitations contained indemnity provided for in this sentence Section I hereof shall not apply be effective with respect to any claim all of common law fraud alleged such Damages relating to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicablePermissible Claims. (c) Following Notwithstanding anything to the Closingcontrary in subparagraphs (a) or (b) above, the sole limitations set forth in subparagraphs (a) and exclusive remedy of the parties hereto (b) above shall not apply with respect to any and all claims relating Indemnifiable Claims under Sections 4.1.4, 10.7, 10.8, or 10.9 or Section V of the Asset Purchase Agreement. (d) If, prior to the matters addressed termination of any obligation to indemnify as explicitly provided in Section 9.1 the Asset Purchase Agreement, written notice of a claimed breach is given by the party seeking indemnification including in detail the basis therefor (the "Indemnified Party") to the party from whom indemnification is sought (the "Indemnifying Party") or Section 9.2 a suit or action based upon a claimed breach is commenced against the Indemnifying Party, the Indemnified Party shall not be precluded from pursuing such claimed breach or suit or action, or from recovering from the Indemnifying Party (other than claims of common law fraud alleged to have been committed whether through the courts or otherwise) on the claim, suit or action, by or on behalf reason of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXtermination otherwise provided for above.

Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement: (a) Seller an Indemnifying Party shall not be required liable to indemnify an Indemnitee for any Indemnifiable Losses and no Party hereto shall be liable to any other Party hereto for any breach of this Agreement unless and only to the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless extent that the aggregate amount of all Indemnifiable Losses for such Indemnifying Party incurred by the Indemnified Parties as a result of such breaches, as the case may be, under this Agreement exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollarUS$1,000,000; provided, however, that the limitations contained in this sentence and the immediately preceding sentence no losses may be claimed under Section 7.2 by any Indemnitee or shall not apply to any claim of common law fraud alleged to have been committed be reimbursable by or on behalf shall be included in calculating the aggregate Indemnifiable Losses set forth above other than losses in excess of US$500,000 resulting from any single claim or aggregated claims arising out of the indemnifying party same facts, events or an Affiliate thereof upon the indemnified party, as applicable.circumstances; (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the maximum aggregate amount of all such Indemnifiable Losses exceeds $1,000,000 that may be recovered by the Investor (together with the “Indemnity Cap”); provided, however, that the limitations contained in Investor Indemnitees) from an Indemnifying Party under this sentence Agreement shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable.be US$1,500,000; (c) Following an Indemnifying Party shall not have any liability under any provision of this Agreement or any other Investment Document for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the Closingbreach or alleged breach of this Agreement or any other Investment Documents; (d) no breach by any Investee of any representation, warranty, covenant or agreement in this Agreement shall be deemed to be a breach of this Agreement for any purpose hereunder, and no Investor Indemnitee shall have any claim or recourse against any of the Investees or their officers, directors, employees, Affiliates, controlling persons, agents, advisors or representatives with respect to such breach if the Investor Indemnitee had, prior to the execution of this Agreement, actual knowledge of such breach or the facts, matters, events or circumstances giving rise to such breach; (e) an Indemnifying Party shall not be liable in respect of any claim for Indemnifiable Loss to the extent that such claim is attributable to, or such claim is increased as a result of, any legislation not in force at the date hereof or to any change of law, regulation, directive, requirement or administrative practice or any change in rates of tax, which in each case is not in force at the date hereof; (f) no Indemnitee shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one shortfall, damage, deficiency, breach or other set of circumstances which give rise to one or more claims for Indemnifiable Loss, and for this purpose recovery by (i) an Investor Indemnitee shall be deemed to be a recovery by each of the Investor Indemnitees and (ii) by an Investee Indemnitee shall be deemed to be a recovery by each of the Investee Indemnitees; (g) if an Indemnifying Party pays to an Indemnitee an amount in discharge of a claim for Indemnifiable Loss and the Indemnitee or any Group Company subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party (including any Tax authority) a sum which is referable to the matter giving rise to the claim or obtains a relief which is so referable, the sole and exclusive remedy Indemnitee shall forthwith repay to the Indemnitee: (i) an amount equal to the sum recovered from the third party (or the value of the parties hereto relief obtained, calculated by reference to the amount saved); or (ii) if the figure resulting under paragraph (i) above is greater than the amount paid by the Indemnifying Party to the Indemnitee in respect of the relevant claim or the aggregate payments previously made by the Indemnifying Party in respect of all claims for Indemnifiable Loss by the Indemnitee, such lesser amount as shall have been so paid by the Indemnifying Party; and (h) if, at any time, an Investor exercises its rights under Sections 12.1(b) (in connection with a Put Event described in Section 12.1(d)(ii)(1) or (4) of the Investor Rights Agreement) and/or 12.3 of the Investor Rights Agreement, then upon the consummation of a transfer of the Investor’s Shares under Section 12.1 thereof or a recovery from the Founder under Section 12.3 thereof, the Investor (and the Investor Indemnitees) shall have no right to seek indemnification under Section 7.2, specific performance under Section 7.5, or any other remedy at law or otherwise with respect to any and all claims relating to breach, violation or non-performance of any representation, warranty, covenant or agreement contained in any of the matters addressed in Section 9.1 or Section 9.2 Investment Documents (other than claims of common law fraud alleged to have been committed by or on behalf Sections 12.1 and 12.3 of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXInvestor Rights Agreement).

Limitations on Indemnification. (a) Seller Notwithstanding any other provision of this Section 10 to the contrary, the Indemnifying Party shall not be required obligated to defend, indemnify the Purchaser and hold harmless any Indemnified Parties under Section 9.1(a), Section 9.1(b) Party for breaches of representations or Section 9.1(d) through Section 9.1(i) warranties unless and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless until the aggregate amount of all Losses Damages incurred by the Indemnified Parties as a result of such breachesexceeds an amount equal to $100,000 (the "THRESHOLD"), as in which event the case may beIndemnifying Party shall be obligated to defend, exceeds $25,000.00. Once such aggregate amount of such Losses indemnify and hold harmless the Indemnified Parties from and against all Damages incurred by Purchaser the Indemnified Parties, on including Damages included in reaching the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollarThreshold; provided, however, that the limitations contained in this sentence and the immediately preceding sentence Indemnifying Party shall not apply be entitled to the benefit of the Threshold with respect to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableSpecified Matter. (b) Seller The Indemnifying Party shall not be required obligated to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) for breaches of representations or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses warranties resulting in Damages in excess of a maximum amount equal to the extent the aggregate amount sum of all such Losses exceeds $1,000,000 and any Mile Stone Payments that are or become due and have not been paid by Matria on the date on which a claim for Damages is made by the Indemnified Party (the “Indemnity Cap”"CAP AMOUNT"); provided, however, that the limitations contained in this sentence Indemnifying Party shall not apply be entitled to the benefit of the Cap Amount with respect to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableSpecified Matter. (c) Following Without limiting the Closingavailability or enforcement of any other remedies available to Matria, Matria shall have the right, in its sole and exclusive remedy discretion, to set off the amount of any Damages for which the parties hereto with respect to any and all claims relating to Matria Indemnitees may be entitled under Section 10.2(a) against the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXMile Stone Payments.

Limitations on Indemnification. (a) Seller shall not be required to indemnify Notwithstanding any other provision of this Section 8, except in cases of fraud or willful misconduct, (i) the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate maximum amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, for which either Parent or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties Company Members shall thereupon be entitled to indemnification relating back from the other party shall be an amount equal to Thirty Million Dollars ($30,000,000); and (ii) neither the Parent nor the Company Members shall be liable under this Section 8 unless and until the aggregate Adverse Consequences for which they or it would otherwise be liable under this Section 8 shall exceed $250,000 (at which point the Indemnifying Party shall become liable for the aggregate Adverse Consequences under this Section 8, and not just amounts in excess of $250,000). Except for actions grounded in fraud or willful misconduct, the parties hereto acknowledge and agree that in the event the Closing occurs, the indemnification provisions in this Section 8 shall be the exclusive remedy of Parent and the Company Members with respect to the first dollartransactions contemplated by this Agreement. With respect to actions grounded in fraud and willful misconduct, (i) the right of a party to be indemnified and held harmless pursuant to the indemnification provisions in this Agreement shall be in addition to and cumulative of any other remedy of such party at law or in equity and (ii) no such party shall, by exercising any remedy available to it under this Section 8, be deemed to have elected such remedy exclusively or to have waived any other remedy, whether at law or in equity, available to it; provided, however, that the limitations contained in this sentence and the immediately preceding sentence no event shall not apply to any claim of common law fraud alleged to Company Member have been committed by or on behalf any liability in excess of the indemnifying party amount of the Purchase Price actually received by such Company Member. Any indemnification to which Parent is entitled under this Agreement as a result of any Adverse Consequences it may suffer shall be recouped (i) first, from amounts due under the Promissory Note and (ii) second, from all, or an Affiliate thereof upon any remaining, Earn-out payments set forth in Section 2.2(d) and (e), by notifying the indemnified party, as applicableCompany Members that Parent is reducing the amount payable under the terms of the Earn-out. This reduction in the amount payable shall affect the timing and amount of payments required under the agreement in the event that any such reduction should exceed any one or more of the Earn-out payment amounts. (b) Seller For the purposes of securing the Company Members’ indemnification obligations hereunder, each Company Member shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all grant a security interest in such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be Company Member’s residuals payable pursuant to such Company Member’s Agent Reseller Agreement for the limited purpose of securing indemnification provisions set forth in this ARTICLE IXobligations related to (i) fraud or willful misconduct by such Company Member and (ii) systematic and widespread fraud or willful misconduct by the Company.

Limitations on Indemnification. (a) Seller As to any claim for indemnification pursuant to Section 12.02(a) or 12.02(b) (other than with respect to a claim for indemnification for a breach of Section 7.09), the Indemnified Party shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back (i) with respect to any Loss or a series of related Losses for less than $25,000 and (ii) until all Losses to such Indemnified Party exceed, in the aggregate, $3,000,000 (the “Indemnity Threshold”), in which case such Indemnified Party shall be entitled to indemnification for all such Losses; provided, however, that that any materiality or Material Adverse Effect qualifier will not be taken into account in determining the magnitude of the damages occasioned by the breach of any representation or warranty for purposes of calculating the Indemnity Threshold (once a breach of any representation or warranty has occurred after giving effect to the first dollarapplicable materiality or Material Adverse Effect qualifiers). (b) In no event shall any Member in the aggregate be liable for any Losses as to any claim for indemnification pursuant to Section 12.02(a) in excess of an amount equal to fifteen percent (15%) of the Base Purchase Price distributed to it pursuant to Section 3.02(b), and in no event shall Parent in the aggregate be liable for any Losses as to any claim for indemnification pursuant to Section 12.02(b) in excess of an amount equal to fifteen percent (15%) of the Base Purchase Price. (c) None of the Indemnified Parties shall be entitled to recover from the Indemnifying Parties for any Losses arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement any amount in excess of the actual compensatory damages, court costs and reasonable attorneys fees suffered by such Party. Parent and the Members on behalf of each of their respective Indemnified Parties waives any right to recover incidental, indirect, special, exemplary, punitive or consequential damages, including lost revenues or profits, even if such damages are foreseeable or the damaged Party has advised the other Parties of the possibility of such damages and regardless of whether any such damages are deemed to result from the failure or inadequacy of any exclusive or other remedy, unless such incidental, indirect, special, exemplary, punitive, consequential or other kind of special damages are awarded to a Person in an indemnifiable Third Party Claim. (d) The Members shall have no liability for any breach of this Agreement or any certificate relating hereto delivered by the Members if the Members can demonstrate that Parent or any of its Affiliates or Representatives had actual knowledge of such breach or inaccuracy prior to the Closing; provided, however, that the limitations contained in this sentence and the immediately preceding sentence Members shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partybe liable, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses subject to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the other limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXXII, for any such breach arising out of information contained in a Disclosure Supplement. For purposes of demonstrating Parent’s “actual knowledge” in accordance with the preceding sentence, Parent shall be deemed to have “actual knowledge” of a breach or inaccuracy if such breach or inaccuracy is reasonably apparent from information provided in writing to Parent or any of its Representatives by the Company, the Members or any of their Representatives prior to the date hereof, including in the materials made available in the electronic data room (excluding all attachments to any Phase I Environmental Assessment); provided that the foregoing shall not apply to breaches or inaccuracies of the representation contained in Section 4.04(b) as to which the Members must demonstrate Parent’s actual knowledge without relying on such inference. (e) Each Person entitled to indemnification hereunder or otherwise to reimbursement for Losses in connection with the transactions contemplated in this Agreement shall use commercially reasonable efforts to mitigate all Losses upon becoming aware of any event or circumstance that could reasonably be expected to give rise to any Losses that are indemnifiable or recoverable hereunder or in connection herewith. (f) No Indemnifying Party shall have any liability under this ARTICLE XII to indemnify any Indemnified Party with respect to a Loss to the extent that the Loss arose from or was exacerbated by any action taken by any Indemnified Party on or after the Closing Date. (g) Any indemnifiable claim with respect to any breach or nonperformance by a Party of a representation, warranty, covenant or agreement shall be net of any insurance proceeds received the Indemnified Party (net of any costs of collection or other cost directly related to the insurance claim in respect of Losses). If the Indemnifying Party makes any payment on any claim pursuant to Section 12.02, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such claim.

Limitations on Indemnification. (a) Seller To the extent that the JVP Indemnified Parties are entitled to indemnification for Liabilities pursuant to Section 10.1, the Parent Parties shall not be required to indemnify have any Liability (i) for any individual indemnifiable item which does not exceed $100,000 (the Purchaser Indemnified Parties under Section 9.1(a“Individual Indemnity Threshold”), Section 9.1(band (ii) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify in respect of those individual indemnifiable items that exceed the Seller Indemnified Parties under Section 9.2 Individual Indemnity Threshold, unless the aggregate Liabilities relating to all such individual indemnifiable items exceed in the aggregate, an amount equal to one percent (1%) of all Losses incurred by the Closing Cash Contribution (the “Deductible Amount”), and then only to the extent of any such excess; provided that (x) any materiality or material adverse effect qualifier to any representation or warranty (other than Excluded Materiality Matters) subject to indemnification shall be disregarded and (y) to the extent provided in Section 6.9, the Post-Signing Schedule Updates shall be effective with respect to the representations and warranties, in each case, for purposes of determining whether the Individual Indemnity Threshold or the Deductible Amount shall have been exceeded. In no event shall the Parent Parties’ aggregate liability to the JVP Indemnified Parties as a result exceed amount equal to twenty percent (20%) of such breachesthe Closing Cash Contribution (the “Ceiling Amount”). Notwithstanding the foregoing, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence Section 10.9(a) shall not apply to indemnification for Liabilities relating to HS Fundamental Representations or to any claim of common law fraud alleged to have been committed by indemnification obligation under Section 10.1(b), (c) or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable(d). (b) Seller In the event a JVP Indemnified Party makes any claim pursuant to Section 10.1(a) relating to a breach of Section 11.1 with respect to rights-of-way, easements and servitudes (an “Easement Claim”), the Parent Parties shall elect one of the following remedies: (i) pay the JVP Indemnified Parties liquidated damages in an amount equal to $500 per rod multiplied by the greater of (x) the number of rods affected by such breach or (y) the number of rods required to circumvent such breach or (ii) assume all of the Liabilities associated with such breach in which event such claim shall be deemed to be an Indemnity Claim for purposes of Sections 10.6 through 10.8, in each case, subject to the limitations set forth in Sections 10.9(a), (c) and (d). The Parent Parties shall make such election by written notice to the JVP Indemnified Party within twenty (20) days following receipt of notice of the Easement Claim. The failure to make such election within such twenty (20) day period shall be deemed an election by the Parent Parties to assume the Liabilities under clause (ii) above. The payment of liquidated damages pursuant to this Section 10.9(b) with respect to an Easement Claim shall not be required to indemnify affect the Purchaser right of the JV Indemnified Parties under to assert a subsequent claim associated with a subsequent Indemnity Claim based on the same underlying breach. The foregoing provisions of this Section 9.1(a), Section 9.1(b10.9(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to an Indemnity Claim relating to a breach of Section 11.1 nor to any claim of common law fraud alleged to have been committed by or on behalf Easement Claim that could adversely affect the operation of the indemnifying party or an Affiliate thereof upon Haynesville Business in a material respect (collectively, the indemnified party“Other Title Claims”). With respect to any Other Title Claim, as applicablethe JVP Indemnified Parties shall be entitled to exercise the rights to indemnity pursuant to Section 10.1, subject to the limitations set forth in Section 10.9(a), (c) and (d). Notwithstanding the foregoing but without affecting the rights of JVP Indemnified Parties, the Parent Parties shall have the non-exclusive right, at their expense, to seek to cure title defects underling any Other Title Claim. Any indemnity obligation payment by any Parent Parties to any JVP Indemnified Party (other than Newco) with respect to Liabilities relating to Easement Claims shall be reduced by 50%. (c) Following In calculating any amount to be paid by an Indemnifying Party by reason of the Closingprovisions of this Agreement, the sole amount shall be reduced by all insurance proceeds and exclusive remedy any indemnification reimbursement proceeds actually received from third parties related to the Liabilities, in each case net of all reasonable out-of-pocket costs incurred in the recovery of such proceeds. (d) None of the parties hereto with respect to Parent Parties or JVP will be liable as an indemnitor under this Agreement for any and all claims relating punitive or exemplary damages suffered or incurred by the Indemnified Party or Parties, except to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be extent such damages result pursuant to Indemnity Claims (excluding the indemnification provisions set forth in this ARTICLE IXParties hereto and their Affiliates, including Newco).

Limitations on Indemnification. (a) Notwithstanding anything herein to the contrary, with respect to Section 8.2(a)(i) and Section 8.2(b)(i), Seller shall not be required obligated to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required obligated to indemnify the Seller Indemnified Parties under Section 9.2 for any Damages unless and until the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses Damages incurred by Purchaser Indemnified Parties, on the one handParties (or any of them), or the aggregate of all Damages incurred by Seller Indemnified PartiesParties (or any of them), on the other handin either case, exceeds $25,000.00[***] (the “Basket”), after which the indemnified parties party sustaining, incurring or suffering such Damages shall thereupon be entitled to indemnification relating back to recover all such Damages including the first dollarBasket; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the under no circumstances will Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 be entitled to be indemnified for any Losses to the extent Damages which exceed [***] in the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Indemnification Cap”); provided, however, further, that the limitations contained in this sentence Indemnification Cap and the Basket shall not apply to (i) any claim of common law Seller’s indemnification obligations arising out of, relating to or resulting from (x) a breach of a Seller Fundamental Rep; (y) fraud alleged or intentional misrepresentation by Seller; or (z) Section 8.2(a)(ii), 8.2(a)(iii) or 8.2(a)(iv) or (ii) any of Purchaser’s indemnification obligations arising out of, relating to have been committed or resulting from (x) a breach of a Purchaser Fundamental Rep; (y) fraud or intentional misrepresentation by Purchaser; or on behalf of the indemnifying party (z) Section 8.2(b)(ii), 8.2(b)(iii) or an Affiliate thereof upon the indemnified party, as applicable8.2(b)(iv). (cb) Following the ClosingPURCHASER ACKNOWLEDGES THAT, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyI) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXWITH RESPECT TO SELLER AND ITS SUBSIDIARIES, THEIR RESPECTIVE ASSETS AND LIABILITIES, THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR (II) AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE BUSINESS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitations on Indemnification. 11.5.1 (a) Notwithstanding anything to the contrary set forth in this Agreement (but subject to the terms of this Section 11.5.1), the Seller Parties shall not be required liable to indemnify the Purchaser Buyer Indemnified Parties under Section 9.1(a)Article XI, Section 9.1(b) or Section 9.1(d) through Section 9.1(i) from and Purchaser shall not be required to indemnify against any Losses in respect of a claim by a Buyer Indemnified Party unless and until the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the all Buyer Indemnified Parties as a result of thereof exceed, in the aggregate, Five Hundred Thousand Dollars ($500,000) (the “Basket Amount”) and then for all such breachesLosses, as and the case may be, exceeds $25,000.00. Once such aggregate maximum amount of all payments and the aggregate liability of the Seller Parties for indemnification of the Buyer Indemnified Parties for any such claim shall not exceed Thirty Million Dollars ($30,000,000) (the “Indemnification Cap”). Notwithstanding anything herein to the contrary, individual Losses of any Buyer Indemnified Party that do not exceed Twenty Five Thousand Dollars ($25,000) and that are not based upon breach of any Fundamental Reps or fraud or intentional misrepresentation or a claim made pursuant to Sections 11.2.2, 11.2.3, 11.2.5, 11.2.6, 11.2.7, 11.2.8 and 11.2.9 shall not count towards, and shall not be included in calculation of, the Basket Amount or the Indemnification Cap. (a) Notwithstanding the foregoing, the Basket Amount and the Indemnification Cap shall not apply to Losses in connection with and misrepresentation, breach or other inaccuracy of any of the Fundamental Reps, any intentional misrepresentation or fraud by any Seller Party, or a claim pursuant to Sections 11.2.2 through 11.2.9 provided that in no event shall Seller Parties have liability for Losses greater than the Purchase Price. 11.5.2 The Buyer shall have no obligation for indemnification pursuant to Section 11.3 until the total amount of all Losses with respect thereto exceeds, in the aggregate, the Basket Amount and then for all such Losses, and the aggregate maximum liability of Buyer to Seller Indemnified Parties for any claim for indemnification hereunder shall not exceed the Indemnification Cap other than breaches of the Fundamental Reps, based on misrepresentation or fraud of Buyer or a claim made pursuant to Sections 11.3.2, 11.3.3, 11.3.4 and 11.3.5; provided that in no event shall the Buyer have liability for Losses greater than the Purchase Price. Notwithstanding anything herein to the contrary, individual Losses of any Seller Indemnified Party that do not exceed Twenty Five Thousand Dollars ($25,000) and that are not based upon fraud, intentional misrepresentation or a claim made pursuant to Sections 11.3.2, 11.3.3, 11.3.4 and 11.3.5 shall not count towards, and shall not be included in calculation of, the Basket Amount or the Indemnification Cap. 11.5.3 The liability of the Indemnitor with respect to any claim for indemnification shall be reduced by the amount of any insurance proceeds received by the 66 Indemnified Party as a result of any Losses upon which such claim for indemnification is based. In no event shall Losses include any diminution in value, consequential, incidental, indirect, special or punitive damages, including loss of future revenue, income or profits or loss of business reputation or opportunity relating to the breach or alleged breach hereof, and no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses, except to the extent such Losses incurred arise from any third party claim. The respective representations and warranties of the parties contained in this Agreement or any certificate or other document delivered by Purchaser Indemnified Parties, on any party at or prior to the one handClosing and the rights to indemnification set forth in this Article XI shall not be deemed waived or otherwise affected by any investigation made, or the Seller knowledge acquired, by a party. An Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties Party must use commercially reasonable efforts to mitigate Losses for which it seeks indemnification under this Agreement. The Buyer Indemnified Parties shall thereupon not be entitled to indemnification relating back to the first dollar; providedunder this Agreement if, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closingthat, the sole and exclusive remedy Losses are reflected on the Final Closing Statement or are otherwise taken into account in the calculation of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXNet Working Capital.

Limitations on Indemnification. (a) Seller Notwithstanding the other provisions of this Article IX, no Purchaser Group Member shall not be required entitled to indemnify the Purchaser Indemnified Parties under Section 9.1(abe indemnified pursuant to Sections 9.2(a) and 9.2(b)(ii), Section 9.1(band no Seller Group Member shall be entitled to be indemnified pursuant to Sections 9.3(b) or Section 9.1(d) through Section 9.1(i) unless and Purchaser shall not be required to indemnify until the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses Damages incurred by Purchaser Indemnified PartiesGroup Members or Seller Group Members, on respectively, shall exceed an aggregate of $500,000 for all claims thereunder (the one hand"Threshold"), or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00and upon exceeding such aggregate amount, the indemnified parties Purchaser Group Members or Seller Group Members, respectively, shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the be indemnified party, as applicable. for all Damages (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of including all Damages below such Losses exceeds $1,000,000 (the “Indemnity Cap”amount); provided, however, that Purchaser Group Members shall be entitled to be indemnified for all Damages on a dollar-for-dollar basis from the limitations contained first dollar of Damages, without regard to the Threshold, incurred as a result of any breach of the representations and warranties set forth in Sections 2.1, 2.3, 2.6, 3.2, 3.3, 3.5, 3.16, 3.20, 3.21 and 3.27 or with respect to Taxes described in Section 9.2(a)(iii). (b) Notwithstanding the other provisions of this sentence shall not apply Article IX, with respect to any claim for Damages pursuant to Section 9.2(b), no Seller shall be liable for a percentage of common law fraud alleged to have been committed by or on behalf such Damages in excess of the indemnifying party or an Affiliate thereof upon percentage of the indemnified party, Purchase Price allocated to such Seller as applicableset forth on Exhibit 1 hereto. (c) Following The maximum aggregate amount of indemnification pursuant to Sections 9.2(a), 9.2(b)(ii) or 9.2(b)(iii) that may be received by Purchaser Group Members shall not exceed the ClosingEscrow Amount (the "Cap") and, except as set forth in the following sentence, the Escrow Amount shall be the sole and exclusive remedy source of recourse for indemnification under such Sections. Notwithstanding the preceding sentence, Purchaser Group Members shall be entitled to be indemnified for all Damages, without regard to the Cap or the Escrow Amount, incurred as a result of any breach of the parties hereto representations and warranties set forth in Sections 2.3, 2.6, 3.5 or 3.27, provided, further, however, that in the event of any breach of Sections 2.3, 2.6, 3.5 or 3.27, Purchaser Group Members shall seek indemnification directly from the Sellers (it being understood that with respect to any Sections 3.5 and all claims relating 3.27, "Sellers" shall be limited to Steven Santo, Camelot 27, LLC, Jeffrey Kirby, John Waters, Kevin McKamey an▇ ▇▇▇▇▇▇▇ ▇▇iation, LLC (provid▇▇, ▇▇▇▇▇▇▇, in ▇▇▇ ▇▇▇▇▇ of ▇▇▇ ▇▇▇▇▇▇▇▇ion of Andiamo Aviation then from the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged shares payable to Alfred Rapetti) only after the entire Escrow Amount shall have been committed exhaust▇▇, ▇▇▇▇▇▇▇▇▇▇d and/or reserved in connection with other pending claims by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXPurchaser Group Members.

Limitations on Indemnification. (a) Seller The provisions for indemnity herein shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(beffective (i) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless only when the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, for which indemnification is sought from Dow Jones under Section 9.02 exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on 25,000,000 (in which case the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties Purch▇▇▇▇ shall thereupon be entitled to indemnification relating back to of its Losses in excess thereof), and (ii) only until the first dollar; provided, however, that the limitations contained dollar amount paid by Dow Jones in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf respect of the indemnifying party or Losses indemnified against under such Section ▇.▇▇ aggregates to an Affiliate thereof upon the indemnified party, as applicableamount equal to $100,000,000 (and in no event shall Dow Jones have any liability hereunder in excess thereof). (b) Seller ▇▇▇ provisions of Sections 6.07 and 7.01(b) shall not be required apply without giving effect to indemnify the Purchaser Indemnified Parties Section 9.05(a)(i). Dow Jone's indemnification obligation under Section 9.1(a), Section 9.1(b9.02(c) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses and all amounts payable by DJM or Dow Jones pursuant to audits conducted for Cantor Fitzgerald and for Mark▇▇ ▇▇ta Corporation under the Agreement betwee▇ ▇▇▇▇▇▇▇▇, Inc. and Cantor Fitzgerald Securities Corp. dated February 23, 1990, and the Agreemen▇ ▇▇▇▇▇▇▇ Market Data Corporation and Telerate, Inc. dated February 23, 1990, in respect of periods prior to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”Closing, shall apply without giving effect to Section 9.05(a)(i); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following Each of the parties hereto acknowledges and agrees that, from and after the Closing, the its sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed breach of representations, warranties and covenants contained in Section 9.1 or Section 9.2 this Agreement (other than any claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyfor fraud) shall be pursuant to the indemnification provisions set forth in this ARTICLE Article IX; provided, however, that this sentence shall not limit the rights of the parties hereto to seek specific performance of any provision of this Agreement. In furtherance of the foregoing, each of the parties hereto hereby waives, to the fullest extent permitted under applicable law, any and all other rights, claims and causes of action it may have, from and after the Closing, against the other party or their respective officers, directors, employees, agents, representatives and Affiliates relating to the breach of representations, warranties and covenants contained in this Agreement. (d) The Indemnified Party shall take all commercially reasonable steps to mitigate damages in respect of any claim for which it is seeking indemnification, including, without limitation, using commercially reasonable efforts to effect recovery of available insurance claims in connection with such claim, and shall use commercially reasonable efforts to avoid any costs or expenses associated with such claim and, if such costs and expenses cannot be avoided, to minimize the amount thereof. (e) All indemnity obligations hereunder shall be paid in cash, and, if the Subordinated Note is issued, neither the Purchaser nor Dow Jones shall offset against the principal amount or any other amounts ▇▇▇ ▇nder the Subordinated Note any indemnification obligation of Dow Jones under this Agreement (unless and until the amount thereof is de▇▇▇▇▇ned by a final nonappealable judgment is not paid within 30 days thereafter).

Limitations on Indemnification. (a) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Party may assert an Indemnification Claim pursuant to Section 9.1(a9.2(a)(i) with respect to representations and warranties of Seller only to the extent such Purchaser Indemnified Party gives notice of the Indemnification Claim pursuant to Section 9.4(a) prior to the expiration of the applicable time period set forth in Section 9.1 for such representation and warranty. A Purchaser Indemnified Party may assert an Indemnification Claim pursuant to Section 9.2(a)(iii), Section 9.1(b(iv) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches(v), as the case may be, exceeds $25,000.00only to the extent such Purchaser Indemnified Party gives notice of the Indemnification Claim in accordance with Section 9.4(a) prior to expiration of the applicable statute of limitations for the matters indemnified under Section 9.2(a)(iii), (iv) or (v). Once such aggregate amount of such Losses incurred Any Indemnification Claim not made in accordance with Section 9.4(a) by Purchaser Indemnified Parties on or prior to the applicable date set forth in Section 9.1 or herein, and Seller’s indemnification obligations with respect thereto, will be irrevocably and unconditionally released and waived by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Notwithstanding the provisions of this Article IX, Seller shall not be required to indemnify the Purchaser Indemnified Parties have any indemnification obligations for Losses under Section 9.1(a9.2(a)(i), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent unless the aggregate amount of all such Losses exceeds $1,000,000 (1,300,000, and then only to the “Indemnity Cap”); provided, however, that extent of such excess. In no event shall the limitations contained in this sentence shall not apply aggregate amount of Losses to any claim of common law fraud alleged to have been committed be paid by or on behalf Seller under Section 9.2(a)(i) exceed 50% of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicablePurchase Price. (c) Following The amount of any Losses for which indemnification is provided under this Article IX shall be net of any amounts actually recovered or recoverable by the Closingindemnified party under insurance policies or otherwise, and net of any Tax benefit or detriment actually realized by the sole and exclusive remedy of the parties hereto indemnified party with respect to any and all claims relating such Losses. (d) Notwithstanding anything contained in this Agreement to the matters addressed contrary, Purchaser, on behalf of itself and each of the other Purchaser Indemnified Parties, acknowledges and agrees that, except for the representations and warranties contained in Section 9.1 Article V (as modified by the Disclosure Schedules hereto), neither Seller nor any other Person is making any express or Section 9.2 implied representation or warranty with respect to Seller, the Companies, the Subsidiaries, their respective Affiliates or the transactions contemplated by this Agreement, and Seller disclaims any representations or warranties, whether made by Seller, the Companies or any of their respective Affiliates, officers, directors, employees, agents or representatives. Any claims a Purchaser Indemnified Party may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V (as modified by the Disclosure Schedules hereto as supplemented or amended). In furtherance of the foregoing, except for the representations and warranties contained in Article V (as modified by the Disclosure Schedules hereto), Purchaser, on behalf of itself and each of the other than claims Purchaser Indemnified Parties, acknowledges and agrees that none of common law fraud alleged the Companies, Seller, any of their respective Affiliates or any other Person will have or be subject to have been committed by any liability to a Purchaser Indemnified 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 Purchaser or its Affiliates or representatives, including any confidential memoranda distributed on behalf of the indemnifying party Companies relating to any of the Companies or an Affiliate thereof upon the indemnified partySubsidiaries or other publications or data room information provided to Purchaser or its Affiliates or representatives, or any other document or information in any form provided to Purchaser or its Affiliates or representatives in connection with the sale of the Shares and the transactions contemplated hereby (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser or its Affiliates or representatives by any director, officer, employee, agent, consultant, or representative of the Companies or Seller or any of their respective Affiliates) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXor for Purchaser’s use of any such information.

Limitations on Indemnification. (a) Seller Parent shall not be required to indemnify the Purchaser Indemnified Parties liable under Section 9.1(a)8.2 for any Loss paid, Section 9.1(b) incurred, accrued or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller sustained by an Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties Party as a result of such breachesany breach or inaccuracy of a representation or warranty of Seller or Parent contained in this Agreement or in any certificate, as instrument, or other document delivered pursuant to this Agreement until the Indemnified Parties (or any of them), have delivered to Seller or Parent one or more Officer’s Certificates identifying Losses paid, incurred, accrued or sustained are in excess of the Basket Amount in which case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser the Indemnified Parties, on the one handor any of them, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back recover all Losses so identified, to the first dollarextent such Losses have been finally determined to be payable by Seller or Parent pursuant to Section 8.4 or Section 8.5. Notwithstanding the immediately preceding sentence, Buyer shall be entitled to recover for, and the Basket Amount shall not apply as a threshold to, (i) any Loss incurred, accrued or sustained by an Indemnified Party arising or resulting from fraud or fraudulent misrepresentation with respect to representations and warranties of Seller or Parent contained in this Agreement or in any certificate, instrument, or other document delivered pursuant to this Agreement, or (ii) any Losses incurred as a result of Excluded Liabilities. (b) Notwithstanding anything in this Agreement to the contrary, the maximum aggregate liability of Parent under this Agreement shall not exceed fifteen percent (15%) of the Purchase Price; provided, however, that notwithstanding the limitations foregoing, nothing contained in this sentence and the immediately preceding sentence Section 8.3(b) or elsewhere in this Agreement shall not apply be deemed to limit, restrict or otherwise impair or deny any claim or right that Buyer or any other Indemnified Party may have against Parent or any other person as a result of: (i) intentional, knowing or willful breach of common law fraud alleged to have been committed by this Agreement, fraud, or on behalf similar circumstances or (ii) Losses incurred as a result of the indemnifying party or an Affiliate thereof upon the indemnified party, Excluded Liabilities. Buyer agrees that its exclusive remedy against Seller and Parent in respect of Losses is as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained set forth in this sentence Article 8. Buyer agrees that its indemnification rights pursuant to this Article 8 shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the be its sole and exclusive remedy of the parties hereto against Parent with respect to any and all claims relating to Loss paid, incurred, accrued or sustained after the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXClosing.

Limitations on Indemnification. (a) The Purchaser and the other persons or entities indemnified by Seller or ▇▇▇ shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify assert any claim for indemnification hereunder against the Seller Indemnified Parties under Section 9.2 or ▇▇▇ unless such claim exceeds $5,000 individually and until such time as, and solely to the extent that, the aggregate amount of all Losses incurred claims which such persons may have against such persons shall exceed $35,000 (the "Indemnification Threshold"). Notwithstanding anything contained in this Agreement to the contrary, any and all amounts paid by the Indemnified Parties Seller or ▇▇▇ as a result of a claim for specific indemnity or payment pursuant to Section 6.4 shall not be subject to the Indemnification Threshold. The Seller and ▇▇▇ shall not assert any claim for indemnification hereunder against Purchaser unless such breachesclaim exceeds $5,000 individually and until such time as, and solely to the extent that the aggregate of all claims which the Seller and ▇▇▇ may have against Purchaser shall exceed the Indemnification Threshold. The aggregate liability of the Seller and ▇▇▇ in connection with their indemnification obligations under this Section 6 shall not exceed amounts received as the case may be, exceeds $25,000.00. Once such aggregate amount Purchase Price. (b) The remedies provided in this Article VI shall be exclusive as to any claim by a party under this Agreement or any other document executed hereunder or arising out of such Losses incurred the transactions provided for herein and therein and shall preclude assertion by Purchaser Indemnified Parties, on the one hand, any party of any other rights or the Seller Indemnified Parties, on the seeking of any other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollarremedies against another party; provided, however, that the limitations contained nothing in this sentence and the immediately preceding sentence Article VI, shall not apply to limit rights or remedies expressly provided for in this Agreement or any claim of common law fraud alleged to have been committed by other document executed hereunder or on behalf of the indemnifying party rights or an Affiliate thereof upon the indemnified partyremedies which, as applicable. (b) Seller shall of matter of applicable law or public policy, cannot be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) limited or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicablewaived. (c) Following Notwithstanding anything to the Closingcontrary contained in this Agreement, Purchaser's and PTC's rights to indemnification shall be made net of all insurance reimbursement, third-party contribution and third-party indemnification realized or to be realized by Purchaser and PTC. If any claim for indemnification asserted hereunder is, or may be, the sole subject of any insurance coverage or other right to indemnification asserted hereunder is, or may be, the subject of any insurance coverage or other right to indemnification or contribution from any third person, the indemnified party expressly agrees that it shall promptly notify the applicable insurance carrier of any such claim or loss and exclusive remedy tender defense thereof to such carrier, and shall also promptly notify any third party indemnitor or contributor which may be liable for any portion of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 such losses or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf claims. Upon written request of the indemnifying party or an Affiliate thereof upon party, the indemnified party shall pursue, at the cost and expense of the indemnifying party, each applicable insurance carrier and third party indemnitor or contributor. (d) The indemnified party shall be pursuant use all reasonable efforts, consistent with normal practices and policies and good commercial practice, to the indemnification provisions set forth in this ARTICLE IXmitigate such losses.

Limitations on Indemnification. (a) Seller shall not No indemnified party will be required entitled to indemnify the Purchaser Indemnified Parties under make a claim against an indemnifying party pursuant to Section 9.1(a), Section 9.1(b8.3(a) or Section 9.1(d8.3(b) through Section 9.1(i) unless and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless until the aggregate amount of all claims which may be asserted for Indemnifiable Losses incurred by the Indemnified Parties (as a result of hereinafter defined) pursuant to such breaches, as the case may be, sections exceeds $25,000.00. Once 300,000 in the aggregate, in which case such aggregate indemnifying party’s liability shall be for the whole amount of such Losses incurred by Indemnifiable Losses, and not just the excess, and in the case of indemnification pursuant to Section 8.3(a)(i), 8.3(a)(ii) or 8.3(b), but not in the case of 8.3(a)(iii) or 8.3(a)(iv), no more than $2.5 million in the aggregate. In addition, Purchaser Indemnified Partiesagrees that Sellers make no representations or warranties whatsoever with respect to the Reserves, on the one handdevelopment or adequacy thereof, or the Seller Indemnified Partiescollectibility of ceded reinsurance agreements, on with respect to the other handinsurance or reinsurance liabilities of any of the Acquired Companies, exceeds $25,000.00and that Sellers shall not be liable for any indemnity with respect to the foregoing. For purposes of this Agreement, the (i) ”indemnified parties shall thereupon be party” means a Person entitled to indemnification relating back under this Agreement, (ii) ”indemnifying party” means a Person required to the first dollarprovide indemnification under this Agreement, and (iii) ”Indemnifiable Losses” means any and all damages, claims, demands, losses, liabilities or expenses (including reasonable attorneys fees and expenses and court costs) for which an indemnified party is entitled to indemnification under this Article VIII; provided, howeverthat no single or unrelated claim for breach of any representation or warranty shall be deemed an Indemnifiable Loss under this Article VIII, unless and until the amount of such claim equals or exceeds $10,000, and, provided, further, that in each case in which a breach of representation and warranty creates entitlement to indemnification under this Article VIII, the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) Indemnifiable Loss shall be pursuant determined without taking into account any qualification as to the indemnification provisions set forth in this ARTICLE IXmateriality or Material Adverse Effect contained therein.

Limitations on Indemnification. (a) Seller Notwithstanding anything to the contrary herein and subject to the provisions of Section 10.9, the Indemnifying Securityholders shall not be required to indemnify the Purchaser Indemnified Parties liable under Section 9.1(a), Section 9.1(b8.1(a) (other than with respect to breach or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify inaccuracy of the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as Fundamental Representations or in the case may beof common law actual fraud, exceeds $25,000.00. Once including a scienter requirement; it being understood that such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties exception shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not only apply to any claim Indemnifying Securityholder to the extent it participate in, or had knowledge of common law fraud alleged to have been committed by or such fraud) (i) unless and until the aggregate Losses the Parent Indemnified Parties would otherwise recover under Section 8.1(a) exceed on behalf a cumulative basis [***] (the “Threshold”), in which event the Indemnifying Securityholders shall be responsible for only the amount of Losses in excess of the indemnifying party Threshold, subject to the other limitations set forth in this Agreement or an Affiliate thereof upon the indemnified party, as applicable(ii) for aggregate Losses in excess of [***]. (b) Seller Notwithstanding anything to the contrary in this Agreement, except with respect to claims for equitable relief pursuant to Section 10.9, the remedies provided under this Article VIII shall not be required the sole and exclusive remedies available with respect to indemnify claims by any Parent Indemnified Party under or arising out of this Agreement or otherwise relating to the Purchaser Indemnified Parties transactions contemplated hereby, whether for breach of representation, warranty, covenant or agreement or otherwise. Nothing in this Section 8.2 shall be construed to limit a party’s rights under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable10.9. (c) Following In no event shall the Closingaggregate liability of an Indemnifying Securityholder under Section 8.1 (other than in the case of common law actual fraud, including a scienter requirement; it being understood that such exception shall only apply to any Indemnifying Securityholder to the extent it participate in, or had knowledge of such fraud) exceed (i) the cash proceeds and Parent Ordinary Shares actually received by such Indemnifying Securityholder under this Agreement, (ii) any amount paid by Parent to the Scheduled Securityholder on behalf of the Company pursuant to Section 2.7(d) and (iii) Parent’s right of set-off described in Section 8.2(d). (d) Notwithstanding anything in this Agreement to the contrary, in the event that it is finally determined in accordance with this Article VIII that a Parent Indemnified Party is entitled to indemnification, Parent and its Affiliates (which, from and after the Closing shall include the Company and any Subsidiaries) shall have the right, but shall not be obligated to, set off, against any Contingent Payment due to the Scheduled Securityholder under this Agreement, any amounts to which the Parent Indemnified Parties are entitled to indemnification pursuant to, and subject to the limitations set forth in, this Article VIII, applying such amounts in satisfaction, to the extent of such amount, of such owed amounts. (e) To the extent a Parent Indemnified Party is entitled to recovery from an Indemnifying Securityholder hereunder, such Indemnifying Securityholder may, at its election and subject to any restrictions applicable under Swiss law, satisfy such claim in cash or through the delivery of Parent Ordinary Shares. (f) If Parent Ordinary Shares are used to satisfy indemnification obligations hereunder, the sole and exclusive remedy number of shares shall be based on the Parent Trading Price as of the parties hereto date of such determination; provided that the Parent Trading Price determined in such manner shall not be deemed to be less than Parent Trading Price as of the Closing Date. Notwithstanding the preceding sentence, to the extent such Indemnifying Securityholder has transferred such shares following the date of acquisition of such shares from Parent, the number of shares shall be based on the Parent Trading Price as of the date of such determination with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to Parent Ordinary Shares issued as Closing Parent Stock Consideration that have been committed held by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyIndemnifying Securityholder since they were issued by Parent to such Indemnifying Securityholder. (g) No Indemnifying Securityholder shall be pursuant liable for more than its Pro Rata Share of any Losses subject to the indemnification provisions set forth in this ARTICLE IXunder Section 8.1.

Limitations on Indemnification. (a) Seller Notwithstanding the foregoing provisions of Section 11.1, (i) the Sellers shall not be required to indemnify the Purchaser Indemnified Parties Buyer or any Buyer-Related Entities under Section 9.1(aSections 11.1(a), Section 9.1(b11.1(b) or Section 9.1(d11.1(c) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred amounts for which an indemnity would otherwise be payable by the Indemnified Parties as a result of such breachesSellers under Sections 11.1(a), as 11.1(b) and 11.1(c) exceeds the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollarBasket Limitation; provided, however, that if such Losses equal or exceed the limitations Basket Limitation, then Sellers’ liability for Losses under (A) Sections 11.1(a) and 11.1(b) shall be for the entire amount thereof, subject to the Cap Limitation, and (B) Section 11.1(c) shall be for the entire amount thereof, subject to the Tax Cap Limitation and (ii) in no event shall the liability of the Seller with respect to the indemnification provided for in (A) Sections 11.1(a) and 11.1(b) exceed in the aggregate the Cap Limitation and (B) Section 11.1(c) exceed in the aggregate the Tax Cap Limitation, (iii) in the event the Buyer obtains knowledge of any inaccuracy or breach of any representation, warranty, or covenant of the Seller contained in this sentence Agreement (a “Buyer Waived Breach”) after the date hereof but prior to the Closing, and nonetheless proceeds with and consummates the Closing, then the Buyer and any Buyer-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article XI for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Buyer Waived Breach. Notwithstanding anything herein to the contrary, the Basket Limitation, the Cap Limitation, the Tax Cap Limitation and the immediately preceding sentence Survival Period shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableExcluded Liabilities. (b) Seller In no event shall not the Buyer be required entitled to indemnify seek or obtain consequential, special, punitive or exemplary damages against the Purchaser Indemnified Parties under Section 9.1(a)Sellers. In no event shall the Sellers be entitled to seek or obtain consequential, Section 9.1(b) special, indirect, punitive or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify exemplary damages against the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableBuyer. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. (a) Seller Until such time as the aggregate amount of De Minimis Claims meet or exceed the amount of the Basket, an Indemnifying Party will not have any liability in respect of any De Minimis Claim, provided that this Section 9.06(a) shall not apply with respect to any claims against Buyer relating to the payment of the Closing Cash Consideration, Closing Share Consideration, Earnout Consideration, Earnout Payment or Holdback Amount (or any part thereof). (b) An Indemnifying Party shall not be required liable to indemnify the Purchaser an Indemnified Parties Party for indemnification under either Section 9.1(a), Section 9.1(b) 9.02 or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless 9.03, as applicable, until the aggregate amount of all Losses incurred by the Indemnified Parties as a result in respect of such breachesindemnification under Section 9.02 or Section 9.03, as the case may beapplicable, exceeds $25,000.00. Once such aggregate amount of the Basket, in which event the Indemnifying Party shall be required to pay or be liable for all such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to from the first dollar, provided that this Section 9.06(b) shall not apply with respect to any claims against Buyer relating to the payment of the Closing Cash Consideration, Closing Share Consideration, Earnout Consideration, Earnout Payment or Holdback Amount (or any part thereof). (c) The liability of each Seller for all claims under this Agreement shall be limited, in the aggregate, to an amount equal to the aggregate portion of the Closing Cash Consideration (including the Holdback Cash Amount), the Closing Share Consideration (including the Holdback Shares), valued at the date the claim is agreed or determined, and the Revenue Earnout (the Earnout Share Consideration being valued at the date the claim is agreed or determined) actually paid or payable to such Seller pursuant to this Agreement; provided, however, that this Section 9.06 shall be in addition to, and in no way limit, Buyer's remedies of holdback against the limitations contained in this sentence Holdback Amount and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of setoff rights against the indemnifying party or an Affiliate thereof upon the indemnified partyRevenue Earnout, as applicablemore specifically set forth in Section 9.05. (bd) In the event that any Buyer Indemnitee is entitled to receive indemnification under this of this ARTICLE IX from the Sellers, then the Sellers shall be responsible and liable severally and not jointly for such indemnification obligation and each Seller shall not only be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 responsible for any Losses to the extent the aggregate amount its respective Pro Rata Share of all such Losses exceeds $1,000,000 indemnification obligation (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto other than with respect to any breach of ARTICLE III for which each Seller is liable for its own breach only). (e) No Buyer Indemnitee shall be indemnified more than once for the same Loss suffered, regardless of whether such Loss may be attributed to more than one indemnity, breach of several paragraphs of the representations and warranties or the breach of or default in connection with several covenants or obligations herein. (f) Except for Losses arising from intentional misrepresentations, willful misconduct, and/or fraud by any Seller, Sellers shall have no liability for Losses (and such Losses shall be disregarded for all claims purposes hereunder) which are punitive, consequential, indirect or special damages, including loss of profit or loss of opportunity. (g) The Sellers shall have no liability in respect of any claim relating to any matter or thing after the matters addressed date of this Agreement done or omitted to be done at the request of or with the consent of Buyer or any of its Affiliates. (h) The Sellers shall have no liability in respect of any claim if and to the extent that: (A) the claim would not have arisen but for any act, omission, transaction or arrangement (or any combination of the same) having effect after Closing of Buyer, any of its Affiliates or the Company, or any of their respective directors, employees, agents, consultants or advisers; (B) the claim would not have arisen but for any change in the accounting policy or practice of the Company having effect after Closing; (C) the claim arises or is increased as a result of the passing of, or any change in or any change in the interpretation of, any Law after the date of this Agreement; (D) the claim arises or is increased as a result of Buyer not complying with its obligations under this Agreement; or (E) the subject matter of the claim has been made good or has otherwise been compensated for without cost or expense to Buyer. (i) Any claim notified in accordance with Section 9.1 9.04 shall (if not previously satisfied, settled or Section 9.2 (other than claims of common law fraud alleged withdrawn) be deemed to have been committed by or irrevocably withdrawn 6 months after the date on behalf which notice of the indemnifying party relevant claim was given (and no new claim may be made in respect of the same facts) unless on or an Affiliate thereof upon before that date, legal proceedings have been issued and served on the indemnified partySellers in respect of the relevant claim. (j) The Sellers shall be pursuant have no liability in respect of a claim if and to the indemnification provisions set forth in this ARTICLE IXextent that such claim is based upon a contingent liability unless and until such liability becomes an actual liability.

Limitations on Indemnification. (a) Notwithstanding any other provision in this Agreement to the contrary, the Buyer Indemnitees and the Seller Indemnitees shall not be required entitled to indemnify the Purchaser Indemnified Parties under indemnification for breaches of representations and warranties pursuant to Section 9.1(a11.02(a)(i), Section 9.1(b11.02(b)(i) or Section 9.1(d11.02(c) through Section 9.1(i) (“Warranty Breaches”), unless and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless until the aggregate amount of all Losses incurred by Damages to the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, Buyer Indemnitees or the Seller Indemnified PartiesIndemnitees, on respectively, with respect to Warranty Breaches exceeds 1.0% of the other handPurchase Price (the “Deductible”), exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back and then only to the first dollarextent such Damages exceed the Deductible; provided, however, provided that the limitations contained in this sentence and the immediately preceding sentence Deductible shall not apply to any claim of common law based on fraud alleged to have been committed by or on behalf willful misconduct of the indemnifying party Seller Companies, the Founder or an Affiliate thereof upon the indemnified party, as applicableGroup Companies. (b) The Seller Companies’ aggregate maximum liability under Section 11.02(a)(i) and Section 11.02(c) shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 exceed RMB167,200,000 (the “Indemnity Seller Companies Cap”); provided, however, provided that the limitations contained in this sentence Seller Companies Cap shall not apply to any claim based on fraud or willful misconduct of common law fraud alleged any Seller Company. Subject to have been committed by or on behalf Section 11.04(h), the sum of the indemnifying party Founder’s maximum liability under Section 11.02(b)(i) and the Group Companies’ maximum liability under Section 11.02(c) shall not exceed RMB136,800,000 (the “Group Companies Cap”); provided that the Group Companies Cap shall not apply to any claim based on fraud or an Affiliate thereof upon willful misconduct of the indemnified party, as applicableFounder or any Group Company. (c) Following Notwithstanding any other provision in this Agreement to the contrary, Seller, the Founder and the Group Companies party to this Agreement shall not be liable to, or indemnify the Buyer Indemnitees for any Damages (i) that are punitive (except to the extent constituting third party punitive claims), special, consequential, incidental or exemplary or similar to the foregoing or (ii) that are in the nature of lost profits. (d) From and after the Closing, (x) the rights of Buyer, Seller, and the other Indemnified Parties under this Article 11 shall be the sole and exclusive remedy of the parties hereto such Indemnified Parties with respect to any and all claims relating to the matters addressed in Section 9.1 Damages suffered by an Indemnified Party arising out of or Section 9.2 (resulting from this Agreement, other than claims of common law based on fraud alleged to have been committed by or on behalf willful misconduct of the indemnifying relevant party to this Agreement and (y) each party entitled to or an Affiliate thereof upon the indemnified partyseeking indemnification hereunder shall take all reasonable steps to mitigate all Damages after becoming aware of any event which could reasonably be expected to give rise to any Damages. (e) The amount of Damages subject to indemnification under Section 11.02 or Section 11.03 shall be calculated net of (i) any Tax Benefit actually recognized by the Indemnified Party on account of such Damages on or prior to the indemnification payment date (as determined in good faith by the Indemnified Party), (ii) any reserves set forth in the Management Accounts relating to such Damages and (iii) any insurance proceeds (net of any costs associated therewith and any increases in insurance premium caused thereby) actually received by the Indemnified Party on account of such Damages on or prior to the indemnification payment date. An Indemnified Party shall use its commercially reasonable efforts to pursue full recovery under all insurance policies with respect to any Damages to the same extent as it would if such Damages were not subject to indemnification hereunder. If an Indemnified Party receives insurance proceeds in connection with Damages for which it has received indemnification, such party shall refund to the Indemnifying Party the amount of such insurance proceeds when received (net of any increases in insurance premium caused thereby), up to the amount of indemnification received. If the Indemnified Party determines in good faith that it has received a Tax Benefit on account of such Damages after an indemnification payment is made to it, the Indemnified Party shall promptly pay to the Person or Persons that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is recognized by the Indemnified Party, up to the amount of indemnification received. Except to the extent such refund has been previously taken into account pursuant to the indemnification provisions set forth foregoing, in the event that a Buyer Indemnitee receives a partial or total refund of any Taxes for which it has been indemnified under this ARTICLE IXArticle 11, Buyer shall transfer that amount to Seller within 30 days of receipt. For purposes hereof, “Tax Benefit” shall mean any refund of Taxes paid or reduction in the amount of Taxes which otherwise would be owed by the Indemnified Party.

Limitations on Indemnification. by the Transferor and the -------------------------------------------------------- Shareholders. ------------ (1) The Transferor and the Shareholders shall have indemnification obligations pursuant to section 12.1 (a) Seller shall not be required to indemnify respecting Damages that result from actual or claimed breaches of representations or warranties set forth in this agreement (other than the Purchaser Indemnified Parties under Section 9.1(arepresentations and warranties contained in sections 5.3, 5.12(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a5.12(b), Section 9.1(b) or Section 9.1(d) through 9.1(i) 5.14, 5.16 and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses 5.32), only if and only to the extent that the aggregate amount of all Damages resulting from such Losses exceeds actual or claimed breaches shall exceed $1,000,000 (200,000. For purposes of determining whether any Transferee Indemnitee is able to seek indemnification from the “Indemnity Cap”); provided, however, that Transferor or the limitations contained Shareholder under section 12.1(a) for any breach or alleged breach of any representation or warranty in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf agreement, the use of the indemnifying party terms "knowledge," "best of (a party's) knowledge," "material," or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole "in all material respects," shall be disregarded and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) for such indemnification shall be pursuant determined as if no such terms were present in such representation or warranty. The parties hereto expressly acknowledge that the sole purpose for using the terms "knowledge," "best of (a party's) knowledge," "material" and "in all material respects" is to determine whether the indemnification provisions conditions set forth in section 8.1 have been satisfied. (2) The limitations set forth in paragraph (a) of this ARTICLE IXsection 12.4 shall not limit or reduce the Transferor's and the Shareholders' obligations to indemnify the Transferee in respect of Damages that result from actual or claimed breaches of the representations and warranties contained in sections 5.3, 5.12(a), 5.12(b), 5.14, 5.16 and 5.32. (3) In the event that any Damages of the Transferee are covered by insurance proceeds or other reimbursement obligations, whether maintained by the Transferee or the Transferor, the Transferee shall not be deemed to have any Damages if and to the extent that the Transferee actually realizes the proceeds of such insurance, which payments shall in no event be included in the basket set forth in section 12.4(a). (4) Anything to the contrary notwithstanding, the indemnification obligations of the Transferor and the Shareholders for Damages hereunder shall not exceed $9,000,000. The Transferor and the Shareholders may at their option pay up to one-half of any indemnification obligation under this section 12.4 in shares of Series A Preferred Stock, and the Shareholders shall pay the remaining amount of each indemnification obligation under this section 12.4 in cash.

Limitations on Indemnification. Rights to indemnification under this Agreement are subject to the following limitations: (ai) Seller Anything in this Agreement or in any of the General Partner Interest Purchase Agreements to the contrary notwithstanding (and the provisions of this sentence shall not govern and control over any inconsistent provision in this Agreement or any of those other agreements): (A) No Existing General Partner or Existing Limited Partner shall be required liable to indemnify pay Damages under or in respect of this Agreement and all of the Purchaser Indemnified Parties under Section 9.1(aGeneral Partner Interest Purchase Agreements taken together, collectively, in an amount greater than the total value (for any such Party, its or his "INITIAL UNIT VALUE"), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify as of the Seller Indemnified Parties under Section 9.2 unless the aggregate amount date of such Party's first receipt thereof, of all Losses incurred Units delivered to such Party hereunder or under the General Partner Interest Purchase Agreements; (B) any Party (other than AERC) may, in his or its discretion, pay and satisfy all claims against him or it for Damages hereunder and under the General Partner Interest Purchase Agreements either in cash or (subject to the provisions of Paragraph 16.07 hereinbelow) by delivering to AERC Units (rather than cash) which are free and clear of all liens, security interests and encumbrances, each such Unit to be valued for such purpose at its initial Value hereunder on the Indemnified Parties as a result of such breachesdate (i.e., the Initial Closing Date or the Second Closing Date, as the case may be) it was first acquired by such Party; and (C) if AERC has actual knowledge of a breach of this Agreement, exceeds $25,000.00. Once or of the inaccuracy of any representation or warranty made herein, which entitles it to terminate this Agreement or to decline to proceed to any closing hereunder, and AERC elects not to exercise any such aggregate amount right of termination (or right to decline to close) and waives all (but not less than all) of such Losses incurred by Purchaser Indemnified Parties, on breaches or closing conditions solely for the one hand, purpose of effecting the Initial Closing or the Seller Indemnified PartiesSecond Closing, no other Party shall be liable to AERC (or its designee) for Damages relating to or based on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by such breach or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableinaccuracy. (bii) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount The obligation of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions indemnity set forth in this ARTICLE IXAgreement shall terminate, with respect to each representation and warranty hereunder, on the day such representation or warranty ceases to survive as provided in the last grammatical paragraph of Article 9 of this Agreement.

Limitations on Indemnification. (a) Seller Notwithstanding anything in this Agreement to the contrary, in no event shall not be required to indemnify the Purchaser Indemnified Parties cumulative indemnification obligations of the Subscribers under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(iSections 11.2(a)(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties(iii), on the one hand, or the Seller Indemnified PartiesPartnership under Section 11.2(b)(i), on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate exceed an amount of all such Losses exceeds equal to $1,000,000 10,500,000 million (the “Indemnity Cap”); provided, however, that any and all breaches of the limitations contained Specified Representations shall not be subject to the Cap and the Cap shall be reduced from time to time to reflect payments for indemnification for which the Cap applies and; provided further, that the amount of such obligations under Section 11.2(a)(iii), shall not exceed $10 million. (b) Notwithstanding anything in this sentence Agreement to the contrary the Subscribers shall not apply be liable for any Losses under Sections 11.2(a)(i) or (iii), unless the aggregate amount of Losses that would otherwise be payable under (A) Section 11.2(a)(i) exceeds an amount equal to any claim of common law fraud alleged $500,000 (the “Basket Amount”) or (B) Section 11.2(a) (iii) exceeds an amount equal to have been committed by or on behalf $1 million (the “Product Warranty Basket”), whereupon the Partnership Indemnitee shall be entitled to receive only amounts for Losses in excess of the indemnifying party Basket Amount or an Affiliate thereof upon the indemnified partyProduct Warranty Basket (as the case may be); provided, as applicablehowever, that any and all breaches of the Specified Representations shall not be subject to the Basket Amount but instead shall be recoverable from “dollar one.” (c) Following No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant or condition specifically waived in writing by the other party on or prior to the Closing, or (ii) for any Losses for which a Claims Notice was not duly delivered prior to the sole applicable Cut-Off Date. (d) Notwithstanding any other provision of this Agreement, the parties agree that any indemnification obligation owed by the Subscribers under this Agreement shall be payable only in Parent Units owned by the Subscribers and exclusive remedy their permitted transferees under the Partnership Agreement using a value of $1,832.6667 per Parent Unit, and in the event the Subscribers, their Affiliates and their Permitted Transferees do not own that number of Parent Units equal to or greater in value than the value of an indemnifiable Loss at the time such indemnifiable Loss is payable to an Indemnitee under this Article 11, then such Indemnitee shall be deemed to have forfeited it rights to indemnification hereunder against the Subscribers for all amounts in excess of the parties hereto with respect value of such Parent Units as of the date of such indemnity payment. (e) No Indemnitee shall be entitled to indemnification for any and all claims relating consequential, exemplary or punitive damages or any multiple of damages or diminution in value (except to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged extent awarded to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXthird parties).

Limitations on Indemnification. (a) Seller Notwithstanding the provisions of this Article VIII, an indemnifying party shall not have any liability under Section 8.2(a)(i) or Section 8.2(b)(i) unless and until the aggregate amount of Losses have been incurred, paid or properly accrued by the indemnifying parties exceeds R$2,000,000 (the “Basket Amount”); provided, that Purchaser Indemnified Persons shall be entitled to recover for, and the Basket Amount will not apply to, any Losses with respect to any breach of or inaccuracy in the representations and warranties in Section 3.1 (Organization and Powers), Section 3.2 (Capitalization), Section 3.3 (Constitution of the Company) and Section 4.4 (Ownership of Shares). Once the Basket Amount has been exceeded, the Purchaser Indemnified Persons or Shareholder Indemnified Persons, as applicable (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall be entitled to recover for all such Losses from the first value, subject to this Article VIII. (b) Notwithstanding any other provision of this Agreement, none of the Shareholders or the Purchaser shall be required to indemnify the Purchaser Indemnified Parties any Person under Section 9.1(a), Section 9.1(b) 8.2 or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the any other provision of this Agreement for an aggregate amount of all Losses (i) in the case of the Shareholders, exceeding the value from time to time of the 486,082 shares of Group 1 Common Stock constituting the Stock Escrow, and (ii) in the case of the Purchaser, exceeding R$60,000,000 (as applicable, the “Cap”), in connection with Losses related to the failure to be true and correct of any of the representations or warranties of the Shareholders or Purchaser in Articles III, IV and V, respectively; provided, that there shall be no Cap with respect to Losses related to the failure to be true and correct of any of the Fundamental Representations. (c) No Shareholder shall have any right of contribution, set off or indemnity or other right or remedy against the Company, its Subsidiaries (including Nagoya) or Affiliates in connection with any indemnification obligation or any other Liability to which such Shareholder may become subject under or in connection with this Agreement. (d) No Indemnified Party’s rights under this Article VIII shall be adversely affected by any investigation conducted, or any knowledge acquired or capable of being acquired, including any information contained in the Transaction Documents or the Disclosure Schedule to this Agreement, by such Purchaser Indemnified Persons or Shareholder Indemnified Persons at any time, whether before or after the execution or delivery of this Agreement or the Closing, or by the waiver of any condition to Closing. (e) Notwithstanding anything to the contrary contained in this Agreement, nothing herein will prevent any Indemnified Party from bringing an Action for fraud or intentional misrepresentation against any Person, including any Shareholder, whose fraud or intentional misrepresentation has caused such Indemnified Party to incur Losses or has limited the Losses recoverable by such Indemnified Party in such Action. Nothing in this Agreement will limit the liability of the Shareholders or the Purchaser for any misrepresentation or breach of any representation, warranty, covenant or agreement if the Acquisition is not consummated. (f) Neither the Purchaser nor the Shareholders shall be liable for any incidental, indirect or consequential Losses, such as moral damages, loss of profit, loss of revenue, loss of use, loss of production, loss of opportunity, loss of productivity or other similar Losses in respect of any claims for indemnification hereunder (other than in respect of any Third Party Claim), even in the event such excluded Losses are related or resulting from Losses that would otherwise be indemnifiable hereunder. (g) The payment by an Indemnifying Party of any amount resulting from Losses suffered by the Covered Indemnified Party in connection with a Third Party Claim shall (i) be subject to a final judicial or arbitral decision and not subject to appeal (transitada em julgado), other than payments of any necessary disbursements, expenses or other amounts (including any amounts deposited for appeals, issuance of certificates or in connection with the encumbrance of assets) incurred by the Covered Indemnified Parties as Party. (h) The obligations of the Shareholders under Article VIII are subject to the following additional limitations or restrictions: (i) Any Loss related to any Liability that (A) has already been deducted from the Purchase Price or resulted in a result price adjustment, including in the assessment of the Closing Net Indebtedness or the Closing Working Capital or (B) has been provided against by the Company in the Closing Balance Sheet shall be indemnifiable to the extent such breachesLoss is in excess of the respective amount of the price adjustment or the provision, as the case may be, exceeds $25,000.00. Once adjusted to inflation based on IGP-M/FGV; and (ii) The liability of each of the Shareholders for Losses subject to indemnification hereunder shall be limited to such aggregate amount Shareholder’s Pro Rata Percentage of the Cap, except for any Losses arising out of the representations and warranties of such Shareholder set forth in Article IV. (i) For purposes of determining the failure of any representations or warranties to be true and correct, the breach of any covenants and agreements, and calculating Losses incurred hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (j) The Shareholders shall have no right of contribution or other recourse against the Company or any of its Subsidiaries (including Nagoya) or their respective directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any Third Party Claims asserted by Purchaser Indemnified PartiesPersons, on it being acknowledged and agreed that the one hand, or covenants and agreements of the Seller Company are solely for the benefit of the Purchaser Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (bk) Seller The Parties hereto acknowledge and agree that any Losses relating to Nagoya arising out of, based upon, related to or otherwise by virtue of, whether in respect of third party claims or claims involving any of the Parties hereto, any of the matters set forth in Section 8.2(a) hereof shall not be required Losses indemnifiable to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in terms and conditions of this ARTICLE IXArticle VIII.

Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement: (a) Seller an Indemnifying Party shall not be required liable to indemnify an Indemnitee for any Indemnifiable Losses and no Party hereto shall be liable to any other Party hereto for any breach of this Agreement unless and only to the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless extent that the aggregate amount of all Indemnifiable Losses for such Indemnifying Party incurred by the Indemnified Parties as a result of such breaches, as the case may be, under this Agreement exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollarUS$1,000,000; provided, however, that the limitations contained in this sentence and the immediately preceding sentence no losses may be claimed under Section 7.2 by any Indemnitee or shall not apply to any claim of common law fraud alleged to have been committed be reimbursable by or on behalf shall be included in calculating the aggregate Indemnifiable Losses set forth above other than losses in excess of US$500,000 resulting from any single claim or aggregated claims arising out of the indemnifying party same facts, events or an Affiliate thereof upon the indemnified party, as applicable.circumstances; (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the maximum aggregate amount of all such Indemnifiable Losses exceeds $1,000,000 that may be recovered by the Investor (together with the “Indemnity Cap”); provided, however, that the limitations contained in Investor Indemnitees) from an Indemnifying Party under this sentence Agreement shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable.be US$3,500,000; (c) Following an Indemnifying Party shall not have any liability under any provision of this Agreement or any other Investment Document for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the Closingbreach or alleged breach of this Agreement or any other Investment Documents; (d) no breach by any Investee of any representation, warranty, covenant or agreement in this Agreement shall be deemed to be a breach of this Agreement for any purpose hereunder, and no Investor Indemnitee shall have any claim or recourse against any of the Investees or their officers, directors, employees, Affiliates, controlling persons, agents, advisors or representatives with respect to such breach if the Investor Indemnitee had, prior to the execution of this Agreement, actual knowledge of such breach or the facts, matters, events or circumstances giving rise to such breach; (e) an Indemnifying Party shall not be liable in respect of any claim for Indemnifiable Loss to the extent that such claim is attributable to, or such claim is increased as a result of, any legislation not in force at the date hereof or to any change of law, regulation, directive, requirement or administrative practice or any change in rates of tax, which in each case is not in force at the date hereof; (f) no Indemnitee shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one shortfall, damage, deficiency, breach or other set of circumstances which give rise to one or more claims for Indemnifiable Loss, and for this purpose recovery by (i) an Investor Indemnitee shall be deemed to be a recovery by each of the Investor Indemnitees and (ii) by an Investee Indemnitee shall be deemed to be a recovery by each of the Investee Indemnitees; (g) if an Indemnifying Party pays to an Indemnitee an amount in discharge of a claim for Indemnifiable Loss and the Indemnitee or any Group Company subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party (including any Tax authority) a sum which is referable to the matter giving rise to the claim or obtains a relief which is so referable, the sole and exclusive remedy Indemnitee shall forthwith repay to the Indemnitee: (i) an amount equal to the sum recovered from the third party (or the value of the parties hereto relief obtained, calculated by reference to the amount saved); or (ii) if the figure resulting under paragraph (i) above is greater than the amount paid by the Indemnifying Party to the Indemnitee in respect of the relevant claim or the aggregate payments previously made by the Indemnifying Party in respect of all claims for Indemnifiable Loss by the Indemnitee, such lesser amount as shall have been so paid by the Indemnifying Party; and (h) if, at any time, an Investor exercises its rights under Sections 12.1(b) (in connection with a Put Event described in Section 12.1(d)(ii)(1) or (4) of the Investor Rights Agreement) and/or 12.3 of the Investor Rights Agreement, then upon the consummation of a transfer of the Investor’s Shares under Section 12.1 thereof or a recovery from the Founder under Section 12.3 thereof, the Investor (and the Investor Indemnitees) shall have no right to seek indemnification under Section 7.2, specific performance under Section 7.5, or any other remedy at law or otherwise with respect to any and all claims relating to breach, violation or non-performance of any representation, warranty, covenant or agreement contained in any of the matters addressed in Section 9.1 or Section 9.2 Investment Documents (other than claims of common law fraud alleged to have been committed by or on behalf Sections 12.1 and 12.3 of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXInvestor Rights Agreement).

Limitations on Indemnification. (a) Seller Except for fraud (but excluding negligent misrepresentation), intentional misrepresentation, willful misconduct (with respect to any covenant or agreement) and the Fundamental Representations, as to any claim for indemnification pursuant to Sections 11.02(a)(i), or 11.02(b)(i), the Indemnified Party shall not be required entitled to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(bindemnification (i) with respect to any Loss of less than Fifteen Thousand U.S. Dollars ($15,000) (a “De Minimis Loss”) or Section 9.1(d(ii) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of any Losses until all Losses incurred (including any De Minimis Loss) exceed, in the aggregate, an amount equal to one percent (1%) of the Total Purchase Price actually paid to it or paid by the Indemnified Parties as a result of such breachesit, as the case may be, exceeds $25,000.00. Once pursuant to Article II (the “Indemnity Threshold”), in which case such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties Party shall thereupon be entitled to indemnification relating back for all such Losses (including any De Minimis Loss), but only to the first dollarextent such Losses (including any De Minimis Loss) exceed the Indemnity Threshold; provided, however, that any materiality or Material Adverse Effect qualifier will not be taken into account in determining the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf magnitude of the indemnifying party damages occasioned by the breach of any representation or an Affiliate thereof upon warranty for purposes of calculating the indemnified party, as applicableIndemnity Threshold (once a breach of any representation or warranty has occurred after giving effect to the applicable materiality or Material Adverse Effect qualifiers). (b) Seller Except for fraud (but excluding negligent misrepresentation), intentional misrepresentation or willful misconduct (with respect to any covenant or agreement) or if such liability arises under Sections 11.02(a)(iii), 11.02(a)(iv) or 11.02(a)(v), Seller’s maximum aggregate liability for an indemnification of Losses pursuant to Section 11.02(a) shall not be required to indemnify exceed twelve and one-half percent (12.5%) of the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 Total Purchase Price (the “Indemnity Cap”); provided, however, that and the limitations contained in this sentence liability of Seller Parent shall not apply exceed the Total Purchase Price if such liability arises from breach of any of the Fundamental Representations, if such liability arises under Section 11.02(a)(ii), or if such liability arises under Sections 11.02(a)(iv) or 11.02(a)(v). Except for fraud, intentional misrepresentation (but excluding negligent misrepresentation) or willful misconduct (with respect to any claim covenant or agreement), Buyer’s maximum aggregate liability for an indemnification of common law fraud alleged Losses pursuant to have been committed by or on behalf Section 11.02(b) shall not exceed twelve and one-half percent (12.5%) of the indemnifying party Total Purchase Price (the “Cap”), and the liability of Buyer shall not exceed the Total Purchase Price if such liability arises from breach of any of the Fundamental Representations, or an Affiliate thereof upon the indemnified party, as applicableif such liability arises under Section 11.02(b)(ii). (c) Following The Parties, on behalf of each of their respective Indemnified Parties, waives any right to recover incidental, indirect, special, exemplary, punitive or consequential damages, unless such incidental, indirect, special, exemplary, punitive or consequential damages are awarded to a Person in an indemnifiable Third Party Claim. (d) Each Person entitled to indemnification hereunder or otherwise to reimbursement for Losses in connection with the Closing, the sole and exclusive remedy of the parties hereto transactions contemplated in this Agreement shall use commercially reasonable efforts to mitigate all Losses. (e) Any indemnifiable claim with respect to any and all claims relating breach or nonperformance by a Party of a representation, warranty, covenant or agreement shall be net of any insurance proceeds or third party recoveries actually received the Indemnified Party (net of any costs of collection, deductible, retroactive premium adjustment, reasonably foreseeable premium increases, reimbursement obligation or other cost directly related to the matters addressed insurance claim in respect of Losses). Except as may be permitted by any insurance policy, if the Indemnifying Party makes any payments on any claim pursuant to Section 9.1 11.02, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or Section 9.2 (other than claims of common law fraud the Indemnified Party with respect to such claim. (f) Notwithstanding anything to the contrary contained in this Article XI, there shall be no recovery for any Loss or alleged Loss by Buyer under this Article XI, and the Loss shall not be included in meeting the stated thresholds hereunder, to have the extent such item has been committed by or on behalf included in the calculation of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be Closing Date Net Asset Adjustment as determined pursuant to the indemnification provisions set forth in this ARTICLE IXSection 2.04 hereof.

Limitations on Indemnification. (a) Except as provided in Section 9.05(e), Seller shall not be required have no obligation to indemnify provide indemnification pursuant to Section 9.02(a) until the Purchaser aggregate amount of Losses with respect to which the Buyer Indemnified Parties under Section 9.1(aare entitled to indemnification shall exceed $15,000 (the “Basket”), in which event Seller shall be obligated to provide indemnification with respect to all such Losses. (b) Buyer shall have no obligation to provide indemnification pursuant to Section 9.1(b9.03(a) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required until the aggregate amount of Losses with respect to indemnify which the Seller Indemnified Parties otherwise shall have become entitled hereunder shall exceed the Basket, in which event Buyer shall be obligated to provide indemnification with respect to all such Losses. (c) After the Closing, the rights set forth in this Article IX shall be each party’s sole and exclusive remedies against the other parties hereto for misrepresentations or breaches of covenants contained in this Agreement and the Related Documents. Notwithstanding the foregoing, nothing herein shall prevent any Indemnified Party from bringing an action based upon allegations of fraud with respect to any party in connection with this Agreement and the Related Documents. In the event such action is brought, the prevailing party’s attorneys’ fees and costs shall be paid by the nonprevailing party. (d) Any indemnification payable under this Article IX shall be, to the extent permitted by law, an adjustment to the Purchase Price. Except as provided in Section 9.2 unless 9.05(f), the aggregate amount of all Losses incurred any indemnification to be paid (or deemed paid pursuant to the offset rights of Seller provided in subsection (e) below) pursuant to either of Section 9.02(a) and 9.03(a) shall in no event, when aggregated with other indemnity payments made hereunder (or deemed paid pursuant to the offset rights of Seller provided in subsection (e) below) to the Indemnified Party by the Indemnified Parties as a result of such breachesIndemnifying Party, as exceed an amount equal to $5,000,000 (the “Cap”). (e) Except in the case may beof fraud, exceeds $25,000.00. Once such aggregate intentional misrepresentation, or willful misconduct or Losses recoverable by a Buyer Indemnified Party pursuant to Section 9.02(d), the amount of such any Losses incurred recoverable by Purchaser a Buyer Indemnified Parties, on Party shall first be offset against amounts outstanding under the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollarNote; provided, however, that if no amounts are outstanding under the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to Note (because all amounts owed thereunder have been committed by offset under this Section 9.05(e), the Note has been forgiven and fully discharged, all amounts owed have been paid, or on behalf any combination of the indemnifying party or an Affiliate thereof upon the indemnified partyforegoing), as applicablethen Buyer shall have full recourse to Seller under this Article IX. (bf) Seller Buyer agrees that the amount of Losses with respect to which the Buyer Indemnified Parties are entitled to indemnification as the result of a breach of Sections 4.06, 4.08 and 4.10 shall not be required counted in determining whether the Basket has been exceeded, or the Cap has been reached, for the purposes of recovering any indemnification to indemnify be paid pursuant to Section 9.02(a). Seller agrees that the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required amount of Losses with respect to indemnify which the Seller Indemnified Parties under are entitled to indemnification as the result of a breach of Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence 5.08 shall not apply be counted in determining whether the Basket has been exceeded, or the Cap has been reached, for the purposes of recovering any indemnification to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be paid pursuant to the indemnification provisions set forth in this ARTICLE IXSection 9.03(a).

Limitations on Indemnification. (a) Seller shall not be required The obligations of a party against whom an indemnification claim is brought (the “Indemnifying Party”) to indemnify the Purchaser Buyer Indemnitee or Seller Indemnitee seeking indemnification (the “Indemnified Parties under Section 9.1(a)Party”) pursuant to Sections 9.2 and 9.3 are subject to the following limitations: (i) Except with respect to the Assumed Liabilities and the Excluded Liabilities, Section 9.1(bno indemnification shall be made with respect to any such claim unless (x) or Section 9.1(d) through Section 9.1(ithe amount of such claim exceeds $25,000 (any such claim, a “Qualifying Claim”) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless (y) the aggregate amount of Damages under all Losses incurred by Qualifying Claims exceeds $250,000 and, in such event, indemnification shall be made only to the extent such Damages exceed $250,000 in the aggregate, it being understood that such amount shall be a “deductible”; (ii) in no event shall an Indemnifying Party’s aggregate obligation to indemnify Indemnified Parties as a result (excluding indemnification with respect to breaches of such breachesthe representations and warranties contained in Sections 4.1, as 4.2, 4.3, 4.5(a), 4.10, 4.11, 4.12(a), 4.13, 4.16, 5.1, 5.2, 5.3 and 5.6 and indemnification with respect to the case may beAssumed Liabilities and the Excluded Liabilities) exceed $6,550,000; and (iii) in no event shall an Indemnifying Party’s aggregate obligation to indemnify Indemnified Parties (including indemnification with respect to breaches of the representations and warranties contained in Sections 4.1, exceeds $25,000.00. Once such aggregate 4.2, 4.3, 4.5(a), 4.10, 4.11, 4.12(a), 4.13, 4.16, 5.1, 5.2, 5.3 and 5.6 and indemnification with respect to the Assumed Liabilities and the Excluded Liabilities) exceed the amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableClosing Consideration. (b) Seller The amount of any Damages payable pursuant to this Article 9 shall not be required to indemnify reduced by any amount received by the Purchaser Indemnified Parties with respect thereto under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller any insurance coverage. Indemnified Parties shall use commercially reasonable efforts to collect any amounts available under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud insurance coverage and from such other party alleged to have been committed responsibility. If an Indemnified Party receives an amount under insurance coverage or from the Indemnifying Party with respect to Damages at any time subsequent to any indemnification provided by the Indemnifying Party pursuant to this Article 9, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or on behalf expense incurred by the Indemnifying Party in connection with providing such indemnification up to such amount received by the Indemnified Party, but net of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableany expenses incurred by such Indemnified Party in collecting such amount. (c) Following An Indemnifying Party shall be obligated to indemnify Indemnified Parties only for those claims giving rise to Damages as to which the Closing, Indemnified Parties have given the sole and exclusive remedy Indemnifying Party prompt written notice with reasonable specificity prior to the end of the parties hereto Indemnity Period (to the extent the Indemnity Period applies to such Damages). Any written notice delivered by an Indemnified Party with respect to any and all claims relating Damages shall set forth with reasonable detail the basis of the claim for such Damages and, to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf extent reasonably practicable, a reasonable estimate of the indemnifying party or an Affiliate thereof upon amount thereof. Failure to give prompt notice of a claim for Damages hereunder shall not affect the indemnified party) shall be pursuant Indemnifying Party’s obligations under this Article 9, except to the indemnification provisions set forth in this ARTICLE IXextent that the Indemnifying Party is materially prejudiced by such failure to give prompt notice.

Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement: (a) Any claim under Section 8.2 or Section 8.3 or Article IX required to be made on or prior to the expiration of the applicable survival period set forth in Section 8.1 and not made on or prior to such expiration in accordance with Section 8.1 shall be irrevocably and unconditionally released and waived by the party seeking indemnification with respect thereto. It is the express intent of the Parties that, if the applicable period for an item as contemplated by Section 8.1 and this Section 8.5 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in Section 8.1 for the assertion of claims under this Agreement are the result of arm’s-length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties. (i) The Seller Indemnitees shall not be entitled to recover from any Seller for any claim pursuant to Section 8.2(a), Section 8.2(b) or Article IX unless such claim individually or a series of related claims involves Losses in excess of $25,000 (the “De Minimis Threshold”), it being understood that if such Losses do not exceed the De Minimis Threshold, such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Seller Indemnitee’s indemnifiable Losses under Section 8.2(a), Section 8.2(b) or Article IX; (ii) the Seller Indemnitees shall not be entitled to recover from any Seller for any claims pursuant to Section 8.2(a)(ii) or Section 8.2(b)(ii) until the aggregate amount of the Seller Indemnitees indemnifiable Losses under Section 8.2(a)(ii) and Section 8.2(b)(ii) exceeds $4,500,000 (the “Deductible”), it being understood that if such Losses exceed the Deductible, the Seller Indemnitees shall only be entitled to indemnification for Losses under Section 8.2(a)(ii) or Section 8.2(b)(ii) in excess of the amount of the Deductible; (iii) the maximum amount of indemnifiable Losses for which a Seller may be liable pursuant to Section 8.2(a)(ii) and Section 8.2(b)(ii) shall be an amount equal to such Seller’s proportion (determined in accordance with the Seller Proportions) of $34,000,000; and (iv) the maximum amount of indemnifiable Losses for which a Seller may be liable pursuant to Section 8.2 and Article IX shall be an amount equal to such Seller’s proportion (determined in accordance with the Seller Proportions) of the Total Seller Payment. (c) Sellers shall not be required to indemnify or hold harmless any Seller Indemnitees against any Losses or Taxes to the Purchaser extent the related liabilities were reflected in, reserved for or taken into account in the determination of Working Capital as of immediately prior to the Closing and reduced the Aggregate Common Equity Price accordingly, or Closing Date Indebtedness. (d) The amount of any Losses or Taxes for which indemnification is provided under this Article VIII or Article IX shall be net of any amounts recovered by the Indemnified Party under insurance policies, indemnity or contribution agreements, Contracts or otherwise with respect to such Losses (in each case, with a third party), as applicable (it being agreed that if any such amounts are recovered by the Indemnified Party in respect of any such Losses subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such amounts shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Parties shall use, and cause their Affiliates to use, commercially reasonable efforts to seek recovery under all provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Any amount of Losses or Taxes for which reimbursement or indemnification is provided under this Agreement shall be determined net of any Tax Benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such Loss or Tax. Claims for Taxes shall be made solely pursuant to Article IX, and no claims therefor shall be made under this Article VIII, in each case subject to the provisions of this Section 9.1(a8.5. In the event of any conflict between this Article VIII and Article IX, the provisions of Article IX shall govern, in each case subject to the provisions of this Section 8.5. (e) Except to the extent of Losses payable by an Indemnified Party to a third party in respect thereof, no Indemnifying Party shall, in any event, be liable hereunder to any Indemnified Party for any consequential, incidental, indirect, special or punitive damages, loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity. (f) For purposes of determining the amount of Losses subject to indemnification pursuant to this Article VIII for a breach of representation or warranty (but not, for the avoidance of doubt, for determining whether a breach exists), any limitations or qualifications as to materiality (including the word “material”), Material Adverse Effect or other similar limitation or qualification contained in or otherwise applicable to such representation or warranty shall be disregarded (other than in Section 4.4(a), Section 9.1(b4.5(b) or in the definitions of Material Adverse Effect, Material Contract and Material IP). (g) No Indemnified Party shall be entitled to any indemnification hereunder to the extent that such indemnification would constitute a duplicative payment for the same Loss. (h) Except as set forth in Section 9.1(d8.5(h) through Section 9.1(iof the Company Disclosure Schedule, (i) each of the Parties and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result shall use its commercially reasonable efforts to mitigate its respective Losses upon and after becoming aware of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, any event or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon condition that would reasonably be entitled expected to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply give rise to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyLosses that are indemnifiable hereunder, as applicable. and (bii) Seller no Indemnifying Party shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 liable for any Losses to the extent they arise out of or result from the aggregate amount of all Indemnified Party’s failure to use commercially reasonable efforts to mitigate such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableLosses. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Section 8: (a) Seller neither Vendor, on the one hand, nor Purchaser, on the other hand, shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a)other or its Vendors, Section 9.1(b) directors, officers and employees in respect of any Losses suffered by such other parties as a result of the breach of any representation or Section 9.1(d) through Section 9.1(i) warranty contained in this Agreement unless and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless until the aggregate amount of all Losses incurred exceeds Seventy-Five Thousand United States Dollars (US$70,000.00) (the “Basket”), at which point such indemnification obligation shall be from and against all Losses which exceed the Basket, provided that the Basket shall not apply to any Losses related to any willful or fraudulent breach by any party hereto of any provision in this Agreement or any document, instrument or agreement that is to be delivered to the Indemnified Parties as a result other party pursuant to the terms of such breaches, as this Agreement. (b) the case may be, exceeds $25,000.00. Once such aggregate amount of such Vendor’ indemnification obligations or Purchaser’s indemnification obligations for breach of any representation or warranty contained in this Agreement shall not exceed ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$1,100,000.00) (the “Cap”), provided that the Cap shall not apply to any Losses incurred related to any willful or fraudulent breach by Purchaser Indemnified Partiesany party hereto of any provision in this Agreement or any document, instrument or agreement that is to be delivered to the other party pursuant to the terms of this Agreement. (c) neither the Vendor, on the one hand, or the Seller Indemnified Partiesnor Purchaser, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(aother or its Vendors, directors, officers and employees in respect of any individual Loss suffered by such other parties as a result of the breach of any representation or warranty contained in this Agreement if such Loss is valued at less than One Thousand United States Dollars (US$1,000.00) (the “De Minimis Exception”), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser Losses falling within the De Minimis Exception shall not be required to indemnify included in the Seller Indemnified Parties under Section 9.2 for any Basket so long as the sum total of Losses to falling within the extent the aggregate amount of all such Losses exceeds $1,000,000 De Minimis Exception do not exceed Twenty Five Thousand United States Dollars (the “Indemnity Cap”US$25,000.00); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (cd) Following the Closing, the sole and exclusive remedy of the parties hereto A party has no obligation or liability for indemnification or otherwise with respect to any representation or warranty made by such party in this Agreement, or the certificates delivered pursuant to Sections 5.02(a) and all 5.03(a), after the end of the applicable time period specified in Section 8.01, except for claims relating to the matters addressed representations and warranties that the party has been notified of prior to the end of the applicable time period. (e) A party has no obligation or liability for indemnification or otherwise with respect to any breach or inaccuracy of any representation or warranty in this Agreement, or the certificates delivered pursuant to Sections 5.02(a) and 5.03(a), or any failure to perform or fulfill any covenants or obligations, if the party making the claim had actual knowledge of the breach, inaccuracy or failure to perform on or prior to Closing. For purposes of this paragraph, actual knowledge is knowledge that is acquired because the events, circumstances and consequences of them were clear on their face from materials provided to or obtained by the party making the claim on or prior to Closing and, for greater certainty, includes any waiver of a Closing condition by such party. (f) The Vendor has no liability for, or obligation with respect to, any special, indirect, consequential, punitive or aggravated damages. (g) Notwithstanding the provisions of the Limitations Act, 2002 (Ontario), Civil Code of Quebec S.Q. 1991, c.64 or any other statute, a proceeding or arbitration in respect of a claim for indemnification or otherwise arising from any breach or inaccuracy of any representation or warranty in this Agreement must be commenced on or before six months after the date on which the party making the representation or warranty was notified of the claim, so long as the party was notified of the claim prior to the end of the applicable time period specified in Section 9.1 8.01. Any applicable limitation period is extended or varied to the full extent permitted by law to give effect to this Section 9.2 8.08(g). (other h) Any Indemnified Party is not entitled to double recovery for any claims even though they may have resulted from the breach of more than claims one of common the representations, warranties, covenants and obligations of the Indemnifying Party in this Agreement. (i) Nothing in this Agreement in any way restricts or limits the general obligation at law fraud alleged of an Indemnified Party to have been committed mitigate any Loss which it may suffer or incur by reason of the breach by an Indemnifying Party of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. If any claim can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or on behalf against any other person, the Indemnified Party shall take all appropriate steps to enforce such recovery, settlement or payment and the amount of any Losses of the indemnifying party or an Affiliate thereof upon Indemnified Party will be reduced by the indemnified partyamount of insurance proceeds actually recoverable by the Indemnified Party. (j) shall be pursuant to the indemnification provisions set forth Except as provided in this ARTICLE IXSection 8.08(j), the indemnities provided in Section 8.02 and Section 8.03 constitute the only remedy of the Purchaser or the Vendor, respectively, against a party in the event of any breach of a representation, warranty, covenant or agreement of such party contained in this Agreement. The Parties acknowledge that the failure to comply with a covenant or obligation contained in this Agreement may give rise to irreparable injury to a party inadequately compensable in damages. Accordingly, a party may seek to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage (and without requirement of posting a bond or other security). Each of the Purchaser and the Vendor expressly waives and renounces any other remedies whatsoever, whether at law or in equity, which it would otherwise be entitled to as against any other Party.

Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Section 8: (ai) Seller neither the Members, on the one hand, nor Purchaser, on the other hand, shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a)or Members Indemnified Parties, Section 9.1(b) respectively, in respect of any Losses suffered by such other parties as a result of the breach of any representation or Section 9.1(d) through Section 9.1(i) warranty contained in this Agreement unless and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless until the aggregate amount of all Losses incurred exceeds Forty Thousand Dollars ($40,000.00) (the “Basket”), at which point such indemnification obligation shall be from and against all Losses relating back to the first dollar, provided that the Basket shall not apply to any Losses related to any willful or fraudulent breach by any party hereto of any provision in this Agreement or any document, instrument or agreement that is to be delivered to the Indemnified Parties as a result other party pursuant to the terms of such breaches, as this Agreement; and (ii) the case may be, exceeds $25,000.00. Once such aggregate amount of such Members’ indemnification obligations or Purchaser’s indemnification obligations for breach of any representation or warranty contained in this Agreement shall not exceed Three Million Dollars ($3,000,000.00) (the “Cap”), provided that the Cap shall not apply to any Losses incurred related to any willful or fraudulent breach by Purchaser Indemnified Partiesany party hereto of any provision in this Agreement or any document, instrument or agreement that is to be delivered to the other party pursuant to the terms of this Agreement; and (iii) neither the Members, on the one hand, or the Seller Indemnified Partiesnor Purchaser, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(aor Members Indemnified Parties, respectively, in respect of any individual Loss suffered by such other parties as a result of the breach of any representation or warranty contained in this Agreement if such Loss is valued at less than One Thousand Dollars ($1,000.00) (the “De Minimis Exception”), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser Losses falling within the De Minimis Exception shall not be required to indemnify included in the Seller Indemnified Parties under Section 9.2 for any Basket so long as the sum total of Losses to falling within the extent the aggregate amount of all such Losses exceeds De Minimis Exception do not exceed Twenty Five Thousand Dollars ($1,000,000 (the “Indemnity Cap”25,000.00); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. (a) The total aggregate amount of any Seller shall not be required to indemnify the Purchaser Indemnified Parties indemnification obligations under Section 9.1(a), Section 9.1(b7.2(i) or Section 9.1(d) through Section 9.1(i) and Purchaser shall may not be required to indemnify exceed 25% of the Seller Indemnified Parties under Section 9.2 unless sum of the applicable Purchase Price paid by Buyer at the Call Closing plus the aggregate amount of all Losses incurred Annual Option Payments paid by Buyer in cash hereunder (including any payments of principal under any Promissory Note). The limitations set forth in this Section 7.5(a) shall not apply to breaches of the Indemnified Parties as a result Fundamental Representations and the representations contained in the second and third sentences of Sections 2.1(a) and the second sentence of 2.2(b)(i), in each case, subject to the limitations on survival, if any, set forth in Section 7.1. (b) The amount of damages required to be paid by any party to indemnify any other party pursuant to this Article VII pursuant to any Buyer Claims or Seller Claims hereunder shall be reduced (i) to the extent of any amounts actually received by such breachesother party pursuant to the terms of any insurance policies covering such Buyer Claim or Seller Claim, as the case may be, exceeds $25,000.00. Once such aggregate and (ii) by the amount of any net tax benefit actually realized by the Indemnified Party arising from the occurrence or payment of any such Losses incurred by Purchaser Indemnified Parties, on damages in the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained taxable year in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all which such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicabledamages are incurred. (c) Following Seller makes no other representations or warranties to Buyer Indemnified Parties in respect of the Closingtransactions contemplated hereby, including by the prior delivery of any information, documents, projections, forecasts, business plans or other material provided or made available in any “data room,” any confidential information memoranda or any management presentations in expectation of the transactions contemplated by this Agreement, except as expressly set forth in a representation or warranty contained in Article II. (d) If this Agreement is terminated by either party as a result of the willful failure of the other party to fulfill a condition to the performance of the obligations of another party set forth in Article VI hereto, or to perform a covenant or agreement of this Agreement, or from a willful breach of any representation or warranty set forth in Article II and Article III hereto, such party shall be fully liable for any and all Buyer Claims or Seller Claims, as the case may be, incurred or suffered by the other party as a result of such breach. (e) Each of Buyer and Seller acknowledge that, except for Buyer Claims and Seller Claims based on fraud or otherwise seeking an equitable remedy, the sole and remedies provided in this Article VII shall be the exclusive remedy for damages (whether at law or in equity) as a result of or relating to Buyer Claims and Seller Claims. (f) Notwithstanding anything in this Article VII to the parties hereto contrary, with respect to any claim of or involving fraud or intentional misrepresentation, neither a party’s good faith judgment as to whether a matter meets a “materiality” or Seller Material Adverse Effect threshold, as the case may be, under a representation or warranty qualified by materiality, Seller Material Adverse Effect, nor a party’s good faith estimates and all claims relating to the matters addressed assumptions used in Section 9.1 or Section 9.2 (other than claims preparation of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) financial statements shall be pursuant to considered fraud or intentional misrepresentation for purposes of this Agreement unless manifestly and materially unreasonable. Also, for purposes of this Agreement, no party shall make a claim for fraud or intentional misrepresentation unless such party, at the indemnification provisions set forth time the claim is made, can demonstrate by citing specific facts that the party making the representation or warranty in this ARTICLE IXquestion had actual knowledge that the representation or warranty was false at the time it was made; claims for fraud or intentional misrepresentation based on general allegations that are not supported by specific facts cited by the claiming party when the claim is made shall not be permitted.

Limitations on Indemnification. (a) Seller Minimum Claim. Parent or the Surviving Corporation on the one hand and Company (prior to the Effective Time) or the Company Indemnified Persons (subsequent to the Effective Time) on the other hand shall not be required entitled to indemnify the Purchaser Indemnified Parties under Section 9.1(a)make a claim for indemnification pursuant to Sections 8.4 or 8.5, Section 9.1(b) or Section 9.1(d) through Section 9.1(i) respectively, unless and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless until the aggregate amount of all Losses Damages (as defined in Section 8.4(a)) incurred by the Indemnified Parties as a result of party making such breaches, as the case may be, claim exceeds $25,000.00. Once 250,000 (the "Basket", provided that such Basket shall be $100,000 for any claims described in Section 8.4(b) only), at which time the party seeking indemnification may recover the aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to Damages beginning with the first dollardollar thereof irrespective of the Basket; provided, however, that the limitations contained in this sentence and the immediately preceding sentence Basket shall not apply to any claim of common law fraud alleged Damages arising from the Cap Carve Outs (as defined in Section 8.3(b)), the failure to have been committed by pay the Merger Consideration or on behalf the Employee Consideration, or as otherwise provided in Schedule A1(ii) of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableEscrow Agreement. (b) Seller shall not be required Cap. Notwithstanding any other provision of this Agreement or the Escrow Agreement, except for the payment of the Merger Consideration and the Employee Consideration, the indemnification obligations of Company (prior to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(iEffective Time) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses Company stockholders (subsequent to the extent Effective Time) on the one hand and Parent and the Surviving Corporation (after the Effective Time) on the other hand pursuant to Sections 8.4 and 8.5, respectively, will not exceed in the aggregate amount of all for such Losses exceeds person or persons $1,000,000 13,558,804 (the “Indemnity "Cap”"); provided, however, that Damages arising out of claims (i) due to fraud or intentional misrepresentation or (ii) resulting from a breach of any covenant or agreement of Company in Section 9.1 (collectively, the limitations contained in this sentence "Cap Carve Outs"), shall not apply towards the Cap. Notwithstanding the foregoing, (x) all claims by Indemnified Persons for Damages pursuant to Section 8.4 subsequent to the Closing shall be satisfied only from the Escrow Fund and shall be limited to the Cap, and any claim Damages arising out of common law fraud alleged to have been committed by or on behalf claims from the Cap Carve Outs shall be satisfied first out of the indemnifying party or an Affiliate thereof upon the indemnified partyEscrow Fund, as applicable. if any, and (cy) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating by Indemnified Persons for Damages pursuant to Section 8.5 shall be limited to the matters addressed in Section 9.1 or Section 9.2 (Cap, other than in connection with any claims of common law fraud alleged or Damages incurred in connection with Parent's failure to have been committed by pay the Merger Consideration or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be Employee Consideration pursuant to the indemnification provisions set forth in this ARTICLE IXterms hereof.

Limitations on Indemnification. (a) Seller The Indemnitors shall not only be required to indemnify the Purchaser OP Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required 2.2 with respect to indemnify OP Claims for which the Seller OP Indemnified Parties under have provided written notice to the Indemnitors, setting forth therein in reasonable detail the basis for such OP Claims, on or prior to the one (1)-year anniversary of the Closing; provided, however, that, in the event that the OP Indemnified Parties notify the Indemnitors with respect to any OP Claim on or prior to the one (1)-year anniversary of the Closing, then any such OP Claim shall survive until resolved in accordance with the terms and conditions of this Agreement (the “Indemnification Period”). (b) The provisions for indemnification contained in Section 9.2 unless 2.2 shall be effective only if the aggregate amount of all Losses incurred Damages for all OP Claims exceeds one percent (1%) of the Aggregate Value (it being understood and agreed that such one percent (1%) of the Aggregate Value shall then be recoverable, together with all other Damages for OP Claims under Section 2.2 in excess thereof, by the OP Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on subject to the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(aAgreement), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following In no event shall the Closingaggregate amount of Damages for which the Indemnitors are liable pursuant to Section 2.2 exceed fifteen percent (15%) of the Aggregate Value. In addition, in no event shall the amount of Damages for which any individual Indemnitor is liable pursuant to Section 2.2 exceed fifteen percent (15%) of the Aggregate Value received by such individual Indemnitor (i) under the Eola Contribution Agreement, or (ii) through any distribution (directly or indirectly) to such Indemnitor of any OP Units and/or Common Shares by any Contributor (or direct or indirect owner thereof). Notwithstanding anything contained herein to the contrary, the sole OP Indemnified Parties shall look first to available insurance proceeds (including without limitation any title insurance proceeds, if applicable), and exclusive remedy of the parties hereto with respect to any and all claims relating then to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed OP Units and/or Common Shares pledged by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be Indemnitors pursuant to the terms of the Pledge Agreement for indemnification provisions set forth under this Article 2. Following the Closing and the issuance of Common Shares and/or OP Units to the applicable Indemnitors, no OP Indemnified Party shall have recourse to any other assets of the Indemnitors other than the Common Shares and/or OP Units pledged pursuant to the Pledge Agreement. The parties hereto acknowledge and agree that the Collateral (as defined in the Pledge Agreement) pledged by each Indemnitor pursuant to the terms of the Pledge Agreement shall be released to satisfy the obligations under this ARTICLE IXAgreement on a pro rata basis from each Indemnitor based on each such Indemnitor’s then-applicable Pro Rata Share. For purposes of the foregoing, each Indemnitor’s “Pro Rata Share” is determined, at the time of each release of the Collateral, by dividing (i) the then-current value of such Indemnitor’s Collateral that has not already been released to obligations under this Agreement, by (ii) the then-current aggregate value of all Collateral that has not already been released to satisfy obligations under this Agreement.

Limitations on Indemnification. (a) Seller shall not be required to indemnify the Purchaser Indemnified Parties any Person under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred for which indemnity would otherwise be payable by Seller under Section 9.1(a) exceeds $10,000,000, and in such event, Seller shall be responsible for only the Indemnified Parties as a result amount in excess of such breaches, as amount. In no event shall the case may be, exceeds total indemnification to be paid by Seller under Section 9.1(a) exceed $25,000.00100,000,000. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties any Person under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not unless the aggregate of all Losses for which indemnity would otherwise be required to indemnify the payable by Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses 9.1(b) exceeds $1,000,000 (250,000, and in such event, Seller shall be responsible for only the “Indemnity Cap”); providedamount in excess of such amount. The foregoing limitations, however, that the limitations contained in this sentence shall not apply to any claim claims arising out of common law fraud alleged Section 2.2 (Stock), 2.3(e) (No Indebtedness), 2.8 (Authorization; No Conflicts) (only with respect to have been committed the first two sentences thereof), 2.17 (No Brokers or Finders), Section 5.3(b) (Liability for Taxes), Section 6.10 (Indemnity for Certain ERISA Liabilities) and Section 6.11 (Employee Indemnity), for which (subject to the terms and conditions thereof) Seller shall indemnify the Indemnified Party for the full amount of any Loss. Any amounts required to be paid by or on behalf Seller pursuant to Section 5.3 of the indemnifying party or this Agreement shall not be deemed to be an Affiliate thereof upon the indemnified party, as applicableindemnification payment for purposes of this Section 9.5. (cb) Following Notwithstanding anything to the Closingcontrary contained herein, no party shall, prior to or after the sole and exclusive remedy of date on which the parties hereto Final Net Working Capital Amount is determined pursuant to Section 1.4, make any claim for indemnification with respect to the breach of any and all claims relating representation or warranty contained in Article II (including Section 2.3) or any covenant or agreement contained in Section 4.3 or Section 4.6 if the facts underlying such claim were or could have been the basis for an objection by Buyer to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be Proposed Final Net Working Capital Amount pursuant to the indemnification provisions set forth in this ARTICLE IXSection 1.4(e)(2).

Limitations on Indemnification. (a) Seller Parties shall not be required to indemnify the Purchaser Indemnified Parties any Person under Section 9.1(a11.1(a) or, solely with respect to Pre-Closing Covenants, Section 11.1(b), Section 9.1(b) or Section 9.1(d11.1(d) through Section 9.1(iunless (i) the amount which would otherwise be payable by Sellers thereunder with respect to any given claim exceeds U.S.$100,000 (“Included Claims”) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless (ii) the aggregate amount of for all Losses incurred by Included Claims exceeds U.S.$25,000,000, and in such event Sellers shall be responsible for only the Indemnified Parties as a result amount in excess of such breachesamount. In no event shall the total indemnification to be paid by Sellers under this Article XI (other than amounts paid pursuant to Section 11.1(b) with respect to post-Closing covenants, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence 11.1(c) and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable11.1(e)) exceed U.S.$300,000,000. (b) Seller Any Indemnifiable Claim with respect to any breach or nonperformance by either Party of a representation, warranty, covenant or agreement shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses limited to the extent the aggregate amount of all actual Indemnifiable Losses sustained by the Indemnified Party by reason of such Losses exceeds $1,000,000 (the “Indemnity Cap”); providedbreach or nonperformance, however, that the limitations contained net of any insurance proceeds. Nothing in this sentence Agreement shall not apply be construed to any claim require the Indemnifying Party to make duplicative payments, in whole or in part, to an Indemnified Party, or to allow an Indemnified Party to receive duplicative payments or benefits, in whole or in part, in respect of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableIndemnifiable Claim. (c) Following the Closing, the sole and exclusive remedy If an inaccuracy in any of the parties hereto representations and warranties made by Sellers or a breach of any covenants of Sellers gives rise to an adjustment in the Purchase Price in accordance with respect Section 2.2, then such inaccuracy or breach shall not give rise to any and all claims relating to the matters addressed an indemnification obligation under Section 11.1. (d) For purposes of indemnification for breaches of representations or warranties contained in Section 9.1 3.3(a) and 3.3(g), Indemnifiable Losses shall not include any liability for Taxes in respect of such representations and warranties where the underlying liability is in respect of any Post-Closing Taxable Period, it being understood that the foregoing shall not limit indemnification hereunder in respect of interest, penalties, or Section 9.2 (other than claims costs incurred in any Post-Closing Taxable Period where the underlying liability is in respect of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXTaxes for Pre-Closing Taxable Periods.

Limitations on Indemnification. (ai) Seller Notwithstanding anything to the contrary contained in this Agreement, an Indemnifying Party shall not be required obligated to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by pay the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to any amounts for indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b12(a)(i) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses except to the extent the aggregate amount which they would have been obligated to pay to such party but for this Section 12(b)(i) exceeds Fifty Thousand and 00/100 Dollars ($50,000.00), at which time the Indemnified Parties shall be entitled to seek indemnification for all Damages. (ii) Notwithstanding the foregoing, Section 12(b)(i) shall not apply to: (A) the failure or refusal of Seller and the Shareholder to deliver good, indefeasible and marketable title to the Assets, free and clear of all such Losses exceeds $1,000,000 Liens; (the “Indemnity Cap”B) any amounts for indemnification under Sections 12(a)(ii)-(v); provided(C) claims relating to the failure of any party to perform its obligations under this Section 12 hereof for purposes of such indemnification; or (D) any claim involving fraud, however, that fraud in the limitations inducement or intentional or willful misrepresentation or misconduct. (iii) Notwithstanding anything to the contrary contained in this sentence Agreement, all obligations of any Indemnifying Party for Damages pursuant to Section 12(a) shall not apply be limited to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto Purchase Price except with respect to any claim involving fraud, fraud in the inducement or intentional or willful misrepresentation or misconduct. Notwithstanding the joint and all claims relating several liability of Seller and the Shareholder, such parties shall be considered as one Indemnifying Party, so that the aggregate obligations of Seller and the Shareholder shall be limited to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant Purchase Price, subject to the indemnification provisions set forth in this ARTICLE IXconcerning fraud, misrepresentation and misconduct as provided herein.

Limitations on Indemnification. (a) No Parent Indemnified Party shall be entitled to recover any Losses pursuant to Section 7.2(a)(i), and no Seller Indemnified Party shall be entitled to recover any Losses pursuant to Section 7.3(a), unless and until the aggregate Loss or Losses for all such claims, in the aggregate by all Parent Indemnified Parties or Seller Indemnified Parties, as applicable, is in excess of Two Million Dollars ($2,000,000) (the “Basket Amount”), in which case such Parent Indemnified Parties or Seller Indemnified Parties, as applicable, shall be entitled to recover all Losses so identified, including the Basket Amount. Except as otherwise set forth in this Section 7.4(a) or (d), (i) the Company Securityholders shall not have any liability under this Agreement of any sort whatsoever, including without limitation, for breach of any representation, warranty, covenant or agreement pursuant to this Agreement, or any agreement, schedule or instrument delivered by the Company pursuant to this Agreement, in excess of the Escrow Fund, and the amount at any time existing in the Escrow Fund shall be required sole and exclusive recourse for any indemnification claims brought by any Parent Indemnified Party hereunder, and (ii) Parent shall not have any liability under this Agreement for breach of any representation, warranty, covenant or agreement pursuant to indemnify this Agreement or in any agreement, schedule or instrument delivered by Parent or Merger Sub pursuant to this Agreement, in excess of Twenty Million Dollars ($20,000,000) (the Purchaser Indemnified Parties under Section 9.1(a“Parent Fund”), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser the Parent Fund shall not be required to indemnify the sole and exclusive recourse for any indemnification claims brought by any Seller Indemnified Parties under Section 9.2 unless Party hereunder. Nothing in this Agreement shall limit the aggregate amount right of all an Indemnified Party to bring any claims for Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount fraud (including fraudulent breach or intentional inaccuracy of such Losses incurred by Purchaser Indemnified Parties, on the one hand, a representation or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations warranty contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”herein); provided, however, that in no event shall (i) any Company Securityholder have any liability of any sort in excess of the limitations contained Merger consideration received by such holder in connection with the Merger or the proceeds, if any, received by such stockholder in connection with the disposition of such Merger consideration, and (ii) Parent have any liability of any sort in excess of $20,000,000, except with respect to payment of the Merger consideration pursuant to and as set forth in Article I. (b) For the purpose of quantifying an Indemnified Party’s Losses under this sentence Article VII only (but not for determining whether any representation or warranty has been breached or is inaccurate), any representation or warranty given or made by a party that is qualified in scope as to materiality (including a Material Adverse Effect) or as to specified dollar thresholds shall not apply be deemed to be made or given without such qualifications. There shall be no right of contribution for any Company Securityholder from the Surviving Company or Parent with respect to any Loss claimed by a Parent Indemnified Party, and in no event shall any Company Securityholder be entitled to require that any claim of common law fraud alleged to have been committed by be first made or on behalf of brought against any other Person, including the indemnifying party Surviving Company or an Affiliate thereof upon the indemnified party, as applicableany particular Founder. (c) Following Notwithstanding any other provisions of this Agreement, all indemnification payments under this Agreement shall be treated as an adjustment to the ClosingMerger consideration payable by Parent or Merger Sub hereunder. For purposes of this Article VII, shares of Parent Common Stock held in the Escrow Fund and released to Parent or representing a portion of the Merger consideration returned to Parent by the Company Securityholders as indemnification for any Losses shall be valued at the Calculated Stock Price and rounded up to the nearest whole share. (d) Should the Closing occur, the remedies provided in this Article VII shall be the sole and exclusive remedy remedies of the parties hereto any Indemnified Party with respect to any and all claims under or otherwise relating to this Agreement, whether such claims be in contract, tort or otherwise; provided nothing herein shall limit, or be deemed to limit, the matters addressed Indemnified Parties’ rights or remedies (i) in the event of fraud, (ii) against any Company Stockholder arising under the letter of transmittal delivered by such Company Stockholder as described in Section 9.1 1.11 or under any Ancillary Agreements, or (iii) to seek injunctive or other equitable relief; including, in each case of clauses (i) through (iii), the time such claims can be made, or making such claims subject to any deductibles set forth herein. (e) Any liability for indemnification under Section 7.2(a) or Section 9.2 7.3 shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. (f) An Indemnified Party shall make commercially reasonably efforts to mitigate any Losses that it asserts under this Article VII, including, but not limited to, pursuing recovery under any available insurance policies or arrangements or other than claims of common law fraud alleged indemnity rights that it may have to the extent it is commercially reasonable mitigation to do so. (g) No Indemnified Party shall be entitled to indemnification for any Losses arising from Third Party Claims unless and except to the extent that the third party bringing such Third Party Claim prevails, which shall be deemed to have been committed by occurred if and only if (i) a court of competent jurisdiction enters a final, non-appealable judgment against such Indemnified Party with respect to such Third Party Claim or on behalf (ii) the Third Party Claim is settled or compromised with the prior written consent of the indemnifying party Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or an Affiliate thereof upon the indemnified party) shall be delayed (or such consent is not required pursuant to terms of the indemnification provisions set forth in this ARTICLE IXlast sentence of Section 7.5(b)(iii)).

Limitations on Indemnification. (a) Seller The indemnification provisions set forth in Section 8.2 shall be the sole and exclusive remedy under this Agreement for the matters set forth therein; provided, however, nothing in this Article VIII prevents an Indemnified Party from bringing an action for fraud, intentional misconduct or willful breach. (b) The Indemnification Escrow Amount shall be held as the Indemnified Parties’ security for the Indemnifying Parties’ indemnification obligations under Section 8.2. (c) The Indemnified Parties shall have a right to set off any Loss claimed by an Indemnified Party against any Milestone Payment that may be owed pursuant to Section 2.7(a)(iii). (d) Recovery against the Indemnification Escrow Amount and set off against the Milestone Payments that may be owed pursuant to Section 2.7(a)(iii) (if any) shall be the Indemnified Parties’ sole and exclusive remedy under this Agreement for indemnification claims under Section 8.2, except in the case of fraud, intentional misconduct or willful breach (with respect to which the limitations set forth in this sentence shall not be required to indemnify the Purchaser apply). (e) The Indemnified Parties under may not recover pursuant to the indemnity set forth in Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) 8.2 unless and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless until the aggregate amount of all Losses incurred related thereto for which the Indemnified Parties would, but for this proviso, be liable exceed One Hundred Thousand U.S. Dollars ($100,000) in the aggregate (the “Threshold Amount”), in which case the Indemnified Party shall be entitled to recover pursuant to the indemnity set forth in Section 8.2 all claimed Losses. (f) The Indemnified Parties may not recover pursuant to the indemnity set forth in Section 8.2 for Losses (i) in excess of Four Million U.S. Dollars ($4,000,000) in the aggregate, except in the case of fraud, intentional misconduct or willful breach (with respect to which the limitations set forth in this sentence shall not apply) or (ii) to the extent that any such Loss is also covered under any insurance policy maintained by the Indemnified Parties as a result and payment therefor has been received by the Indemnified Parties. (g) Except with respect to claims based upon or arising out of such breachesfraud, intentional misconduct or willful breach, no claim for indemnification hereunder for breach of any representation or warranty may be brought after the Expiration Date or the Extended Expiration Date, as applicable, except for claims of which the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, Indemnifying Parties has been notified in writing prior to Expiration Date or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyExtended Expiration Date, as applicable. (bh) Seller Nothing in this Agreement shall limit the liability of the Indemnifying Parties (and the indemnification shall not be required the exclusive remedy) in respect of any Losses arising out of any fraud, intentional misconduct or willful breach. (i) It is understood that nothing in this Agreement shall eliminate the ability of any party hereto to indemnify apply for equitable remedies to enforce the Purchaser other parties’ obligations under this Agreement. (j) Notwithstanding anything to the contrary in this Agreement, the parties hereto agree and acknowledge that any Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 Party may bring a claim for indemnification for any Losses Loss under this Article VIII notwithstanding the fact that any Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the extent Closing (other than knowledge arising directly out of the aggregate amount disclosure set forth in the Primaeva Disclosure Schedule). (k) Nothing in this Agreement shall limit the liability of all such Losses exceeds $1,000,000 (Primaeva, Syneron or the “Indemnity Cap”); providedIndemnifying Parties for any material and willful breach or inaccuracy of any representation, however, that the limitations warranty or covenant contained in this sentence shall Agreement if the Closing does not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableoccur. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. (a) Seller shall Notwithstanding any other provision of this Agreement to the contrary, (i) the Indemnifying Party will not be required liable under this Article 7 for any Losses to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by extent that the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of have otherwise been fully compensated for such Losses incurred pursuant to this Article 7 so as to avoid “double counting” of the same Losses and (ii) each of the parties hereto will use their commercially reasonable efforts to mitigate all Losses relating to an Indemnification Claim contemplated by Purchaser Indemnified PartiesSection 7.3(b). (b) From and after the Closing Date, on except with respect to claims for fraud or willful misconduct, the one handsole and exclusive remedy for any and all Losses arising out or relating to any breach, or alleged breach, of any representation or warranty or any covenant or agreement in this Agreement, will be the Seller Indemnified Partiesindemnification provisions set forth in this Article 7, on and the parties hereto each hereby waive to the maximum extent permitted by applicable Law any other hand, exceeds $25,000.00, the indemnified parties shall thereupon be remedy to which they or any other Person entitled to indemnification relating back to the first dollarhereunder may have at Law or in equity with respect thereto; provided, however, that the limitations contained nothing in this sentence and the immediately preceding sentence shall not apply Section 7.4(b) will prevent any party from exercising its rights pursuant to any claim of common law fraud alleged to have been committed by or on behalf Section 8.5 in lieu of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableindemnification provisions set forth in this Article 7. (bc) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a)Notwithstanding any other provision hereof, Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent in no event will the aggregate amount of all such Losses exceeds $1,000,000 for which an Indemnifying Party is obligated to indemnify the Indemnified Parties pursuant to Section 7.2(a)(i) or Section 7.2(b)(i) exceed the Purchase Price (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall Cap will not apply to any claim of common law fraud alleged to have been committed by or on behalf limit the indemnification of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto Indemnified Parties with respect to any and all claims Losses resulting from or relating to the matters addressed in Section 9.1 or Section 9.2 breaches of any Fundamental Reps (other than claims breaches of common law Section 3.9) or any Losses to the extent resulting from fraud alleged to have been committed by or on behalf the part of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXIndemnifying Party.

Limitations on Indemnification. (a) Seller shall not be required Notwithstanding anything to the contrary provided elsewhere in this Agreement, the obligations of any Indemnitor under this Agreement to indemnify the Purchaser any Indemnified Parties under Party with respect to any Claim pursuant to Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) 12.3 will be of no force and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 forever barred unless the aggregate amount of all Losses incurred by Indemnified Party has given the Indemnified Parties as a result Indemnitor written notice of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back claim prior to the first dollartwelve-month anniversary of the date of the Closing; provided, howeverthat subject to Section 12.5(f) hereof, that the limitations contained in this sentence indemnification obligations pursuant to Sections 12.3(a)(iii) and the immediately preceding sentence 12.3(b)(iii) shall not apply to expire. In any claim of common law fraud alleged to have been committed by or on behalf event, each party will cooperate with all reasonable requests of the indemnifying party other parties and their respective counsel in connection with the investigation, litigation, defense, settlement or an Affiliate thereof upon the indemnified party, as applicableother attempted resolution. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify Indemnification by the Seller Indemnified Parties under paragraph (a)(i) of Section 9.2 12.3 for Damages imposed upon or incurred by the Buyer or any Losses the Buyer Affiliate as a result of any breach of any representations and warranties of the Seller will be provided by the Seller only if, and then only to the extent that, the aggregate amount of all such Losses Damages exceeds $1,000,000 250,000 (the “Indemnity CapDeductible Amount”); provided, however, that individual Claims involving Damages of less than $25,000 will not be indemnified and will not be applied in determining whether the limitations aggregate Damages exceed the foregoing Deductible Amount (the “de minimus Exception”). Notwithstanding the foregoing, in no event shall the Deductible Amount or the de minimus Exception be deemed to apply to breaches of the representations and warranties contained in this sentence shall not apply Sections 3.2 (Subsidiaries), 3.3 (Authorization), 3.4 (Valid and Binding), 3.7 (Capitalization), 3.8(d) (Taxes), 3.13(a) (Title to Properties) or 3.24 (Finder’s Fee), such that Damages arising from breaches of any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon foregoing representations and warranties shall be payable from the indemnified party, as applicablefirst dollar of such Damages. (c) Following Any determination of Damages incurred by an Indemnified Party will be made after taking into account (i) any tax refund, reduction or benefit actually realized, with the Closingamount actually realized being the actual reduction in federal income taxes of the Indemnified Party resulting from the deduction of the Damages to which the indemnity payment relates, with the assumption that all other deductions to which the Indemnified Party is entitled are taken before the deduction for the Damages at issue, (ii) any increase in the federal income tax liability of the Indemnified Party resulting from the inclusion of such indemnity payment as an item of gross income of the Indemnified Party, with the assumption that all other items of income which the Indemnified Party is required to include in gross income and all other deductions to which the Indemnified Party is entitled are included or taken before the inclusion of the amount such indemnity payment, (iii) any insurance proceeds the Indemnified Party actually received (net of cost of collection and increases in premiums), and the Indemnified Party agrees to use commercially reasonable efforts to recover any insurance proceeds which may be due, and (iv) any warranty reimbursements actually received (net of cost of collection). In no event may any Indemnified Party be awarded special, punitive or multiple Damages. (d) Except for the definition of Permitted Liens, for purposes of determining whether or not there exists a breach of a representation or warranty or the amount of the Damages arising therefrom, the sole materiality, Material Adverse Effect, and exclusive remedy similar qualifiers contained in such representations and warranties shall be disregarded. (e) Each of the parties hereto with respect and each Indemnified Party agrees to take all reasonable steps to mitigate their respective Damages upon the senior management level employees of such party becoming aware of any event or condition which would reasonably be expected to give rise to any and Damages that are indemnifiable hereunder. (f) Any Buyer or Buyer Affiliate seeking Damages from the Seller shall be required to satisfy all claims relating for Damages for which the Buyer or Buyer Affiliate is determined to be entitled to indemnification pursuant to this Article 12 solely from the Escrow Account (to the matters addressed extent thereof) in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf accordance with the terms of the indemnifying party Escrow Agreement for such account, after which point the Seller will have no further obligation to indemnify the Buyer or an any Buyer Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXfrom any further Damages.

Limitations on Indemnification. (a) Seller Absent fraud, the indemnification provided for in this Article VI shall not be required the sole and exclusive post-Closing remedy available to indemnify any party against the Purchaser Indemnified Parties other parties for any Losses arising under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, based upon this Agreement or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicabletransactions contemplated hereby. (b) Seller Absent fraud, no party hereto will be entitled to receive from any other party hereto punitive, incidental, special or consequential damages as a result of Losses hereunder; provided, however that this limitation shall not be required apply with respect to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses that arise from a claim involving a third party proceeding to the extent the aggregate amount of all punitive, incidental, special or consequential damages are claimed by such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified third party, as applicable. (c) Following For the Closing, the sole and exclusive remedy purposes of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXArticle VI, any Losses shall be determined on a net basis after giving effect to any actual cash payments, setoffs, recoupment, or any other payments in each case received, realized, or retained by the Indemnified Party (including any amounts recovered by the Indemnified Party from unaffiliated third party insurance providers) as a result of any event giving rise to a claim for such indemnification. (d) Absent fraud, the parties hereby agree to the following limitations on their respective indemnification covenants set forth in this Article VI: (i) no Indemnifying Party shall be obligated to defend, indemnify, hold harmless, or pay under an indemnification obligation under this Article VI until the aggregate Losses of the Indemnified Party exceeds $10,000; provided, however, to the extent any such Losses do exceed $10,000, such Indemnified Party’s indemnification entitlement shall include such initial $10,000; and (ii) except in the case of a breach of a Fundamental Representation(s) or a Covenant Breach(es), the indemnification obligations of an Indemnifying Party to all of its or his Indemnified Parties, collectively, under this Article VI shall not exceed, in the aggregate, $1,000,000. In the case of a breach of a Fundamental Representation(s) and/or a Covenant Breach(es), the indemnification obligations of an Indemnifying Party to all of its or his Indemnified Parties, collectively, under this Article VI shall not exceed, in the aggregate, $1,500,000. As used herein, a “Covenant Breach” means a breach of Section 5.1 of this Agreement or a breach of the Non-Competition Agreement. For the avoidance of doubt, it is understood and agreed by the parties that the $1,000,000 and $1,500,000 limitations on liability set forth in this paragraph are not mutually exclusive and that, except for fraud, the aggregate indemnification obligations of an Indemnifying Party to all of its or his Indemnified Parties, collectively, under this Article VI shall not exceed $1,500,000 (i.e., and not $2,500,000). For this purpose, Seller and Stockholder shall be deemed one “Indemnifying Party” and Unique and Buyer shall be deemed one “Indemnifying Party”.

Limitations on Indemnification. (a) Notwithstanding the provisions of Sections 9.01 and 9.02, (i) Seller shall not be required to indemnify have any liability under Section 9.01(a) unless the aggregate liability for Losses suffered by the Purchaser Indemnified Parties thereunder exceeds $100,000, and then only to the extent of such excess; (ii) Seller’s aggregate liability under Section 9.1(a), Section 9.1(b9.01(a) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breachesexceed $10,000,000, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence Section 9.04(a)(ii) shall not apply to limit Seller’s liability for any claim fraudulent misrepresentation or breach of common law fraud alleged to any warranty under Section 9.01(a); (iii) no party shall have been committed by any liability under Section 9.01(a) or on behalf 9.02(a) for any individual Loss of less than $10,000 and individual Losses below that amount (other than related Losses arising out of the indemnifying party same matter or an Affiliate thereof upon cause) shall not be aggregated for purposes of the indemnified party, as applicable. preceding clauses (bi) and (ii); (iv) Seller shall not be required have any liability for any otherwise indemnifiable Loss to indemnify the extent the matter giving rise to such Loss had been reserved or provided for in the Financial Statements or the Purchaser Indemnified Parties have been otherwise compensated through the adjustment to the Cash Purchase Price under Section 9.1(a)2.03; (v) no party shall have any liability for an otherwise indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the Indemnified Party and is due and payable, Section 9.1(bso long as the claim for such Loss was timely submitted pursuant to the provisions of this Article IX; (vi) or Section 9.1(d) through 9.1(i) and Purchaser no party shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 liable for any Losses to the extent the aggregate amount of all Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, failed to mitigate such Losses exceeds $1,000,000 in accordance with Laws; (vii) no party shall be liable for any Loss to the “Indemnity Cap”)extent arising from (A) a change in accounting or taxation law, policy or practice made after the Closing other than a change required to comply with any law, policy or practice in effect on the date hereof or (B) any Law not in force on the date hereof or any change in Law which takes effect retroactively or occurs as a result of any increase in the rates of taxation in force on the date hereof; providedand (viii) no party shall be liable for any otherwise indemnifiable Loss arising out of any breach of any representation, howeverwarranty, that covenant or agreement of such party unless a Claim therefore is asserted with specificity and in writing by the limitations contained Indemnified Party timely in accordance with Section 9.08, failing which such Claim shall be waived and extinguished. For the avoidance of doubt, nothing in this sentence Section 9.04(a) (other than subsection (vi) hereof with respect to indemnification arising from any breach of a covenant) shall not apply constitute a limitation on any indemnification obligation of either party arising from any breach of any covenant or any failure to pay when due any claim of common law fraud alleged to have been committed by Assumed Liability or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyRetained Liability, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. The rights of Purchaser Indemnified Persons and Seller Indemnified Persons to indemnification pursuant to the provisions of this Article VIII are subject to the following limitations: (a) No Purchaser Indemnified Person will be entitled to indemnification under Section 8.02(a) for any individual claim if the indemnifiable Losses relating to such claim do not exceed [***], other than in respect of any Losses arising or resulting from or based upon any inaccuracy in or breach of any Fundamental Representations or the representations and warranties in Section 4.04 (Taxes), or fraud or willful breach committed by Seller shall or of which Seller had actual knowledge. (b) No Seller Indemnified Person will be entitled to indemnification under Section 8.03(a) for any individual claim if the indemnifiable Losses relating to such claim do not exceed [***], other than in respect of any Losses arising or resulting from or based upon any inaccuracy in or breach of any of the representations and warranties in Sections 5.01-5.04, or fraud or willful breach either committed by Purchaser or of which Purchaser had actual knowledge. (c) No Indemnified Party will be required entitled to indemnify indemnification under Section 8.02(a) (in the case of the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(bPersons) or Section 9.1(d8.03(a) through (in the case of Seller Indemnified Persons), other than in respect of any Losses arising or resulting from or based upon any inaccuracy in or breach of any Fundamental Representations or the representations and warranties in Section 9.1(i4.04 (Taxes) and (in the case of the Purchaser shall not be required to indemnify Indemnified Persons) or any of Sections 5.01, 5.02, 5.03 or 5.04 (in the case of the Seller Indemnified Parties under Section 9.2 Persons), or fraud either committed by Seller or Purchaser, as applicable, or of which Seller or Purchaser, as applicable, had actual knowledge, unless and until the aggregate amount of all Losses described in Section 8.02(a) or Section 8.03(a) (as applicable, and subject to such exclusions) exceeds [***] (the “Deductible”). (d) The Purchaser Indemnified Persons’ sole and exclusive sources of recovery for indemnification claims under Section 8.02(a), other than Losses arising or resulting from or based upon any inaccuracy in or breach of any Fundamental Representations or the representations and warranties in Section 4.04 (Taxes), or fraud or willful breach either committed by Seller or of which Seller had actual knowledge (such Losses, subject to such exclusions, “General R&W Losses”), shall be recourse against (i) the cash held in the Escrow Fund and (ii) the R&W Policy; it being understood and agreed that the Purchaser Indemnified Persons may recover General R&W Losses only after the Purchaser Indemnified Persons have suffered, incurred or paid for any such indemnifiable Losses subject to indemnification under this Article VIII in an aggregate amount equal to 50% of the retention/deductible under the R&W Policy, and that the Escrow Fund represents the remaining 50% of the retention/deductible under the R&W Policy for which Seller is responsible. The Purchaser Indemnified Persons shall not seek recourse against Seller for any General R&W Losses, except to the extent of the funds available as the Escrow Fund. (e) With respect to indemnification claims pursuant to Section 8.02(a) other than claims relating to General R&W Losses, the Purchaser Indemnified Persons shall be entitled to bring such claims directly against Seller and shall be permitted to recover Losses directly from Seller if and only to the extent that (i) the Escrow Fund is no longer available and (ii) such claims have not been satisfied through the R&W Policy; it being understood and agreed that the Purchaser Indemnified Persons shall look first to the Escrow Fund and, unless the subject matter of a claim is expressly excluded from coverage pursuant to and as set forth in the R&W Policy, then to the R&W Policy before bringing any claim directly against Seller; it being further understood and agreed that the Purchaser Indemnified Persons may recover such Losses only after the Purchaser Indemnified Persons have suffered, incurred or paid for any such indemnifiable Losses subject to indemnification under this Article VIII in an aggregate amount equal to 50% of the retention/deductible under the R&W Policy, and that the Escrow Fund represents the remaining 50% of the retention/deductible under the R&W Policy for which Seller is responsible. (f) In no event shall the aggregate Liability of Seller for any and all Losses suffered, incurred or paid by the Purchaser Indemnified Persons exceed the Purchase Price, unless an indemnity claim is being made in respect of fraud and Seller either committed or had actual knowledge of such fraud (in which event there shall be no limitation on the Liability of Seller hereunder except if and to the extent imposed under applicable Law). (g) The amount of any Losses for which indemnification is provided under this Article VIII shall be net of any amounts actually recovered by the Indemnified Parties Party from any third party (including insurance proceeds) as a result of such breachesthe facts or circumstances giving rise to the Losses. (h) [***] (i) In connection with an Indemnified Party’s rights under this Article VIII, [***] as the case may beto any matter under, exceeds $25,000.00. Once such aggregate amount relating to or arising out of such Losses incurred by Purchaser Indemnified Parties, on the one hand, this Agreement or the Seller Indemnified Parties, on other Transaction Documents or the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollartransactions contemplated hereby or thereby; provided, however, that the limitations contained foregoing in this sentence and the immediately preceding sentence Section 8.04(i) shall not apply in connection with [***]. (j) Any Liability for Losses shall be determined without duplication of recovery by reason that the set of facts giving rise to any claim such Liability constitutes a breach of common law fraud alleged more than one representation, warranty, covenant or undertaking, or one or more rights to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyindemnification. (k) The indemnities provided under this Article VIII are intended only for Seller Indemnified Persons and Purchaser Indemnified Persons, as applicable, and are in no way intended to, nor shall they, constitute an agreement for the benefit of, or be enforceable by, any other Person. (b) Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. (a) Seller No Claim for Losses shall not be required to indemnify made under this Article X unless the Purchaser Indemnified Parties under Section 9.1(aamount of the Claim or series of related Claims exceeds $5,000 (the “Mini Basket”), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser in which event such Losses shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless included when calculating the aggregate amount of all Losses incurred in respect of indemnification under this Article X. TPIC shall not be liable to the TPIC Indemnified Parties for indemnification under this Article X until the aggregate amount of all Losses in respect of indemnification under this Article X exceeds $50,000 (such amount, the “Basket”), in which event TPIC shall only be required to pay or be liable for such Losses in excess of the Basket. The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to this Article X shall not exceed $1,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 10.03(a) shall not apply to Fraud, Fundamental Representations, or Pre-Closing Taxes. For purposes of this Article X, the amount of Losses resulting from or arising out of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, material adverse effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (b) If a Claim could be brought pursuant to Section 10.02(a) or Section 10.02(b), such Claim shall be brought pursuant to Section 10.02(a). If a Claim could be brought pursuant to Section 10.01(a) or Section 10.02(a) with respect to a breach of a Fundamental Representation or a breach of a representation that is not a Fundamental Representation, such Claim shall be brought with respect to such representation that is not a Fundamental Representation. (c) No Indemnifying Party shall be liable under this Article X for (i) any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties if the Indemnified Party had actual knowledge of such specific inaccuracy or specific breach prior to the Closing (other than as contemplated by Section 6.07), (ii) any liability accrued on, reserved for or reflected on the Financial Statements, or (iii) any representation, warranty, covenant, agreement or condition waived by the applicable Indemnified Party at or prior to the Closing. (d) Payments by an Indemnifying Party (hereafter defined) pursuant to Section 10.01 or Section 10.02 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds received by the Indemnified Parties Party (hereafter defined) in respect of any such Claim (net of any costs of recovery and adjustments in insurance premiums as a result of such breaches, as the case Claim). The Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses with respect to which it may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to seek indemnification relating back pursuant to the first dollar; providedthis Agreement, howeverincluding using commercially reasonable efforts to pursue and attempt to recover under insurance policies or indemnity, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to contribution or other similar agreements for any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableLosses. (be) Seller If there is a determination that any amount is owed to an Indemnified Party pursuant to this Article X, the Indemnifying Party shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses satisfy such obligation by paying such amount by wire transfer of immediately available funds to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf Indemnified Party within 10 Business Days of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy date of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.such determination. ACTIVE/126345968.16

Limitations on Indemnification. (a) Seller With respect of any claim by a Party for indemnity under this Article XIV that does not involve a Third Party Claim, no Party shall seek, and an arbitrator appointed under Article XV may not be required award, any indirect, special, punitive, exemplary or consequential damages. Nothing in this Section 14.02 shall limit in any way a Party’s indemnification obligations with respect to a Third Party Claim or a Claim under the Environmental Agreement. (b) The following limitations shall apply with regard to Seller’s obligations to indemnify the Purchaser Buyer Indemnified Parties under pursuant to Section 9.1(a14.01(a)(i): (i) Seller’s liability to indemnify pursuant to Section 14.01(a)(i) for any breach by Seller of any of its representations or warranties herein shall never exceed, in the aggregate, an amount equal to Fifty Million Dollars ($50,000,000); provided, Section 9.1(bhowever, such limit amount shall be reduced to the extent of Damages paid by Seller pursuant to the Environmental Agreement (but excluding Damages paid by Seller pursuant to Sections 3.02, 3.04, 3.05, 3.06 or 4.01(g) or Section 9.1(d) through Section 9.1(i) of the Environmental Agreement and Purchaser excluding Damages paid by Seller for Retained Offsite Environmental Damages pursuant to the Environmental Agreement). The limitations on Seller’s indemnification obligations set forth in the preceding sentence shall not be required apply to indemnify the Damages resulting from (y) any breach or default by Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breachesSections 5.01, as the case may be5.02, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand5.03, or 5.11 or (z) fraud or willful misconduct by Seller in the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollarnegotiation or execution of this Agreement; provided, however, that Seller’s liability for breaches or defaults of Sections 5.01, 5.02, 5.03, or 5.11 shall never exceed, in the limitations contained in this sentence and aggregate, an amount equal to the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableClosing Date Payment. (bii) Seller shall will not be required to indemnify have any liability for any Damages for any breach by Seller of any of its representations or warranties herein unless and until the Purchaser aggregate Damages for which the Buyer Indemnified Parties are entitled to recover under Section 9.1(a)this Agreement, Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify under the Seller Indemnified Parties under Section 9.2 Environmental Agreement for any Losses to the extent breach by Seller of any of its representations or warranties contained therein, exceeds in the aggregate an amount of all such Losses exceeds equal to One Million Dollars ($1,000,000 1,000,000) (the “Indemnity CapSeller Threshold Amount”); provided, however, that once such amounts exceed the Seller Threshold Amount, the Buyer Parties will be entitled to recover all such Damages to which they are entitled including expenditures incurred to reach the Seller Threshold Amount. The limitations contained on Seller’s indemnification obligations set forth in this subparagraph (ii) shall not apply to Damages resulting from any breach by Seller of any of its representations or warranties set forth in Sections 5.01, 5.02, 5.03, or 5.11. (c) The following limitations shall apply with regard to Buyer’s obligations to indemnify the Seller Indemnified Parties pursuant to Section 14.01(b)(i): (i) Buyer’s liability to indemnify pursuant to Section 14.01(b)(i) for any breach by Buyer of any of its representations or warranties herein shall never exceed, in the aggregate, an amount equal to Fifty Million Dollars ($50,000,000); provided, however, such limit amount shall be reduced to the extent of Damages paid by Buyer pursuant to the Environmental Agreement (but excluding Damages paid by Buyer pursuant to Sections 3.02 or 4.04 of the Environmental Agreement). The limitations on Buyer’s indemnification obligations set forth in the preceding sentence shall not apply to Damages resulting from (y) any claim breach or default by Buyer of common law Sections 6.01, 6.02 or 6.03 or (z) fraud alleged or willful misconduct by Buyer in the negotiation or execution of this Agreement; provided, however, that Buyer’s liability for breaches or defaults of Sections 6.01, 6.02 or 6.03 shall never exceed, in the aggregate, an amount equal to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableClosing Date Payment. (cii) Following Buyer will not have any liability for any Damages for any breach by Buyer of any of its representations or warranties herein unless and until the Closingaggregate Damages for which the Seller Indemnified Parties are entitled to recover exceeds an amount equal to One Million Dollars ($1,000,000) (the “Buyer Threshold Amount”); provided, however, once such amounts exceed the Buyer Threshold Amount, the sole and exclusive remedy of Seller Indemnified Parties will be entitled to recover all such Damages to which they are entitled including expenditures incurred to reach the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or Buyer Threshold Amount. The limitations on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the Buyer’s indemnification provisions obligations set forth in this ARTICLE IXsubparagraph (ii) shall not apply to Damages resulting from any breach by Buyer of any of its representations or warranties set forth in Sections 6.01, 6.02 or 6.03.

Limitations on Indemnification. (a) Except with respect to Breaches of Fundamental Representations or resulting from fraud, willful Breach or intentional misrepresentation, the maximum aggregate liability of Seller shall not be required to indemnify the Purchaser Indemnified Parties Persons under Section 9.1(a9.2(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and the maximum aggregate liability of Purchaser shall not be required to indemnify the Seller Indemnified Parties Persons under Section 9.2 unless 9.3(a), shall be equal to $15,000,000. Further, except in the case of fraud, willful Breach or intentional misrepresentation, from and after the Closing, the maximum aggregate liability of Seller to the Purchaser Indemnified Persons under this Agreement shall be limited to an amount equal to $90,000,000 plus the sum of (i) all Earnout Payments earned pursuant to Section 1.2 (whether or not paid due to setoff) and (ii) the sum of any Losses related to Third Party Claims (including, for the avoidance of doubt, any fine or penalty imposed by any Governmental Authority) for which the Purchaser Indemnified Persons are entitled to indemnification hereunder. (b) Neither the Seller nor the Purchaser shall be liable under Section 9.2(a) or 9.3(a), as the case may be, for indemnification of the Purchaser Indemnified Persons or the Seller Indemnified Persons, as the case may be, with respect to any Losses until the aggregate amount of all such Losses incurred by the Indemnified Parties as a result of such breachessubject to indemnification under Section 9.2(a) or 9.3(a), as the case may be, exceeds $25,000.00250,000 (the “Threshold”), in which event Seller or Purchaser, as the party responsible for indemnification, shall be required to pay or be liable for all such Losses from the first dollar, except that the party responsible for indemnification shall not be liable for any Losses above the Threshold that do not involve an individual claim or series of related claims that exceeds $5,000. (c) With respect to any Pre-Closing Taxes of the Company under Section 9.2(c) and any Breach by Seller of any of its representations or warranties regarding the Company contained in Article IV hereof, any Losses suffered or incurred by any Purchaser Indemnified Person and for which indemnification shall be available hereunder shall reflect the fact that Purchaser is only acquiring a 50% interest in the Company pursuant to this Agreement and specifically shall not include Losses suffered or incurred as a result of any other interest in the Company that Purchaser may have or acquire. Once such aggregate amount For example, if the Company sustains or suffers a $100 Loss that is subject to indemnification pursuant to Section 9.2, Purchaser’s Loss and Seller’s responsibility to indemnify Purchaser hereunder, shall be limited to 50% of such Losses incurred by Loss, or $50. (d) The Purchaser Indemnified PartiesPersons shall not be entitled to be indemnified for any Losses for Breach of any of Seller’s representations or warranties regarding the Company contained in Article IV hereof (other than with respect to Breach of any representation or warranty contained in Section 4.11(m)) to the extent that the Breach of representation or warranty was directly caused by any action of Purchaser or Parent or their respective Affiliates and was not approved in advance by Seller or its representatives on the Management Committee of Dynamic (it being understood that, prior to the Syntroleum Closing, neither Syntroleum nor the Company shall be deemed an Affiliate of Purchaser or Parent for purposes of this Section 9.4(d)). (e) Seller shall not be liable for any Losses suffered or sustained by any Purchaser Indemnified Person (other than Losses related to Pre-Closing Taxes) caused by any actions taken by Syntroleum on behalf of the Company between the date of this Agreement and the Syntroleum Closing unless Seller approved the specific action in writing. (f) In no event shall any party be liable for punitive damages, damages to reputation or loss of good will whether based in contract, tort, strict liability or otherwise; provided, however, that this Section 9.4(f) shall not limit a party’s right to recover any such damages to the extent such party is required to pay damages to a non-Affiliated third party in connection with a matter for which such party is otherwise entitled to indemnification under this Article IX. (g) The Purchaser Indemnified Persons, on the one hand, or and the Seller Indemnified PartiesPersons, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to recover for a Loss only once under this Article IX even if a claim or claims for indemnification relating back to the first dollar; providedin respect of such Loss has been made as a result of a Breach of more than one representation, howeverwarranty, that the limitations covenant or agreement contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableAgreement. (bh) Seller shall not be required to indemnify In determining the amount of any Losses for which any Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) Persons or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 Persons are entitled to assert a claim for any Losses to indemnification hereunder, the extent the aggregate amount of all any such Losses exceeds $1,000,000 will be determined after deducting therefrom the amount of any insurance proceeds (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply after giving effect to any claim applicable deductible or retention and resulting retrospective or other premium adjustment) actually received by such Indemnified Persons in respect of common law fraud alleged to have been committed such Losses, in each case net of costs and expenses incurred by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicablesuch Indemnified Persons. (ci) Following Except with respect to Breaches of Fundamental Representations or resulting from fraud, willful Breach or intentional misrepresentation, the Closing, remedies contemplated in Section 6.6 and this Article IX shall constitute the sole and exclusive remedy and recourse, from and after the Closing, of Purchaser, Parent and any Purchaser Indemnified Persons against Seller, and of Seller and any Seller Indemnified Persons against Parent or Purchaser, in connection with Losses arising or resulting from the matters set forth in Section 9.2(a) and 9.3(a). Nothing in this Section 9.4(i) shall limit any Purchaser Indemnified Person’s right to seek and obtain any equitable relief to which any such Purchaser Indemnified Person is entitled pursuant to this Agreement. (j) Solely for purposes of determining the amount of any Losses for which any Purchaser Indemnified Persons or Seller Indemnified Persons are entitled to indemnification hereunder (and not for purposes of determining whether a Breach has occurred), the representations, warranties, covenants, and agreements of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXAgreement will be considered without regard to any “materiality” or “Material Adverse Effect” qualification set forth in this Agreement.

Limitations on Indemnification. No Indemnified Party shall assert ------------------------------ any claim (aother than a Third-Party Claim) Seller for indemnification hereunder until such time as the aggregate of all claims which such Indemnified Party may have against an Indemnifying Party shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(aequal twenty thousand ($20,000), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser at which time an Indemnified Party shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back for the total amount for which indemnification may be owing, excluding the first twenty thousand ($20,000). For purposes of the preceding sentence, the Parent and Subco shall be considered to be a single Indemnifying and Indemnified Party and the Company and the Shareholders shall be considered to be a single Indemnifying and Indemnified Party. Notwithstanding any other term of this Agreement, in no event shall any Shareholder be liable under this Article 7 for an amount which exceeds the aggregate value (determined at the Closing Date) of the Purchase Price received by such Shareholder under this Agreement, and in no event (other than as provided in the following sentence) shall the indemnification obligations of the Company and the Shareholders herein exceed the Purchase Price in the aggregate. Notwithstanding anything to the first dollar; provided, however, that the limitations contrary contained in this sentence and Agreement, the immediately preceding sentence limitations upon indemnification contained in this Section 7.4 shall not apply to Losses arising out of: (i) any claim of common law fraud alleged to have been committed by or on behalf breach of the indemnifying party or an Affiliate thereof upon representations and warranties of the indemnified partyCompany contained in Sections 3.2, as applicable. 3.3, 4.3, 4.5, 4.10, 4.11, 4.12, 4.26 and 4.32 hereof; and (bii) Seller shall not be required to indemnify the Purchaser Indemnified Parties any employee benefit matters arising under Section 9.1(a)4.21, Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for including without limitation, any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained incurred in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableconnection with fair wage issues. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. The rights of an Indemnified Party to indemnification under this Article IX are subject to the following: (a) Seller An Indemnified Party shall not be required entitled to indemnify the Purchaser Indemnified Parties under Section 9.1(a)indemnification hereunder with respect to an Indemnifiable Claim (or, Section 9.1(bif more than one such Indemnifiable Claim is asserted, with respect to all such Indemnifiable Claims) or Section 9.1(d) through Section 9.1(i) unless and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless until the aggregate amount of all Losses incurred by the Indemnified Parties as a result of Damages with respect to such breaches, as the case may be, Indemnifiable Claim or Claims exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties100,000 (the “Threshold Amount”), on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back and then only with respect to the first dollaramount that exceeds the Threshold Amount; provided, however, that any Damages arising or resulting from the limitations contained matters set forth in this sentence (i) Section 3.14 (Environmental Matters) and the immediately preceding sentence (ii) Section 3.16 (Tax Matters) shall not apply be subject to any claim the Threshold Amount and such indemnification shall be effective with respect to the first dollar of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicablesuch Damages. (b) Seller Notwithstanding anything contained in this Agreement to the contrary, the maximum liability of an Indemnifying Party for claims for indemnification arising hereunder shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds exceed $1,000,000 5,000,000 (the “Indemnity Cap”); provided, however, that any Damages arising or resulting from (i) fraud, intentional misrepresentation or willful breach of this Agreement, (ii) the limitations contained in this sentence matters set forth on Section 3.15 (Environmental Matters), and (iii) the matters set forth on Section 3.17 (Taxes) shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating be subject to the Indemnity Cap and the amount of any Damages arising or resulting from the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXSection 3.17 (Taxes) shall not be taken into account in determining the application of the Indemnity Cap to other indemnified Damages.

Limitations on Indemnification. (a) Seller An Indemnifying Party shall not be required to indemnify the Purchaser Indemnified Parties have any liability under Section 9.1(a10.2(b), Section 9.1(b10.2(c), Section 10.3(b) or Section 9.1(d10.3(c) through Section 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result Party and indemnifiable thereunder arising out of, resulting from, related to or associated with the breach of such breachesthe representations, as the case may bewarranties, covenants or agreements exceeds $25,000.00. Once such 100,000 (the “Basket”) and, in any event (except with regard to Buyer’s obligations to pay the Purchase Price), only the aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back to the first dollar; provided, however, that the limitations contained Damages in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf excess of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableBasket shall be indemnifiable hereunder. (b) Neither Seller nor Buyer shall not be required to indemnify the Purchaser Indemnified Parties any person under Section 9.1(a10.2(b), Section 9.1(b10.2(c), Section 10.3(b) or Section 9.1(d10.3(c) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the an aggregate amount of all such Losses exceeds Damages exceeding $1,000,000 5,000,000 (the “Indemnity Cap”); provided, however, that ) in connection with Damages related to the limitations contained in this sentence shall not apply to breach of any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party representations, warranties, covenants or an Affiliate thereof upon the indemnified partyagreements of Seller or Buyer, as applicablerespectively. (c) Following An Indemnifying Party shall not have any liability under Section 10.2(b), Section 10.2(c), Section 10.3(b), or Section 10.3(c) (except with regard to Buyer’s obligations to pay the Closing, Purchase Price) for any Damages unless an Indemnified Party shall have delivered to the sole Indemnifying Party a claim in accordance with the provisions of this Article X and exclusive remedy identifying such Damages (and stating in reasonable detail the basis of the parties hereto claim for indemnification and the Section or Sections of this Agreement providing for such indemnification with respect regard to any and all claims relating such Damages) prior to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf termination of the indemnifying party Survival Period. (d) For purposes of indemnification, qualifications in the representations, warranties, covenants and agreements contained in this Agreement as to “materiality” or an Affiliate thereof upon the indemnified party) “Material Adverse Effect” shall be pursuant to given no effect in determining the indemnification provisions set forth amount of any Loss incurred as a result of breach of a representation, warranty, covenant or agreement in this ARTICLE IXAgreement.

Limitations on Indemnification. (a) Seller Sellers shall not be required have any obligation to indemnify the Purchaser Indemnified Parties under Section 9.1(a8.2(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required have any obligation to indemnify the Seller Indemnified Parties Sellers under Section 9.2 unless 8.3(a), until the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breachesLoss that would otherwise be subject to indemnification under Sections 8.2(a) or 8.3(a), as applicable, exceed five percent (5%) of the Closing Consideration (the “Deductible”), in which case may bePurchaser or Seller, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Partiesas applicable, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back for any Losses in excess thereof that are indemnifiable pursuant to Sections 8.2(a) or 8.3(a), as applicable. Further, Sellers shall not have any obligation to indemnify Purchaser under Section 8.2(a), and Purchaser shall not have any obligation to indemnify Sellers under Section 8.3(a), in excess of fifteen (15%) of the first dollarClosing Consideration (the “Cap”). Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply to (i) a claim pursuant to Section 8.2(a) with respect to a Fundamental Representation, (ii) a claim pursuant to Section 8.2(b), 8.2(c), or 8.2(d), 8.3(b) or 8.3(c), or (iii) any claim based on fraud; provided, however, that in no event will Sellers be liable to Purchaser under this Agreement for any amount in excess of the limitations contained Closing Consideration, except in this sentence and the immediately preceding sentence event of a claim based on fraud. In no event shall not apply any indemnifying party be liable to any claim of common law fraud alleged Indemnified Party for any punitive damages, unless paid to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified a third party, as applicable. (b) Seller . Sellers’ liability under this Article VIII shall not be required to indemnify affected or deemed waived by reason of any investigation made by Purchaser or by any knowledge that the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) may have acquired or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify could have acquired prior the Seller Indemnified Parties under Section 9.2 for any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableClosing Date. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this ARTICLE IX.

Limitations on Indemnification. (a) Notwithstanding the foregoing provisions of this Article VIII, (i) neither party shall be liable, pursuant to Section 8.01 or Section 8.02, for any indemnifiable Losses suffered by any Purchaser Indemnitee or any Seller Indemnitee, as applicable, arising out of a breach of any representation, warranty or covenant herein unless a claim therefor is asserted in writing within the applicable Survival Period, failing which such claim shall be waived and extinguished, (ii) Seller shall not be required liable, pursuant to Section 8.01(i), for (x) any Losses suffered by any Purchaser Indemnitee arising out of a breach of any representation or warranty of Seller herein unless the aggregate of all such Losses suffered by the Purchaser Indemnitees exceeds, on a cumulative basis, $7,500,000, and then only to the extent of any such excess or (y) the first fifteen individual items where the Loss relating thereto is less than $50,000 and such fifteen items shall not be aggregated for purposes of the immediately preceding clause (x), (iii) the aggregate liability of Seller hereunder, pursuant to Section 8.01(i), for Losses suffered by the Purchaser Indemnitees shall in no event exceed $120,000,000, and (iv) neither party hereto shall be liable to the other for indirect, special, incidental, consequential or punitive damages claimed by such other party resulting from such first party’s breach of its representations, warranties or covenants hereunder. In no event shall Seller be obligated to indemnify the Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) Indemnitees or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required any other person with respect to indemnify the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by the Indemnified Parties as a result of such breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $25,000.00, the indemnified parties shall thereupon be entitled to indemnification relating back any matter to the first dollar; providedextent that such matter was taken into account in the calculation of the adjustment to the Closing Date Payment, howeverif any, that the limitations pursuant to Section 2.03(c). The representations, warranties, covenants and agreements contained in this sentence Agreement and in any document delivered in connection herewith shall survive the immediately preceding sentence Closing solely for purposes of this Article VIII as follows (each, a “Survival Period”): (i) the representations and warranties in Articles III and IV shall survive for eighteen months following the Closing Date except that, the representations and warranties contained in Sections 3.01 and 4.01 (Organization and Standing), Sections 3.02 and 4.02 (Authority; Execution and Delivery; Enforceability) and Section 3.05 (Good and Valid Title) shall survive until the applicable statute of limitations expires and except that the representations and warranties contained in Section 3.09 (Taxes) shall survive until the statute of limitations with respect to any Taxes described therein expires (giving effect to any waiver, mitigation or extension thereof) and (ii) the covenant in Section 5.02 (Access to Information) shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of survive the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableClosing and all other covenants herein shall survive in accordance with their respective terms. (b) Purchaser and Seller shall not be required reasonably cooperate with each other with respect to resolving any Claim or liability with respect to which one party is obligated to indemnify the Purchaser Indemnified Parties under Section 9.1(a)other party hereunder, Section 9.1(b) including by making reasonable best efforts to mitigate or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for resolve any Losses to the extent the aggregate amount of all such Losses exceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud alleged to have been committed by Claim or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party, as applicableliability. (c) Following Purchaser acknowledges and agrees that, (i) other than the Closingrepresentations and warranties of Seller specifically contained in Article III of this Agreement and in the Ancillary Agreements, 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, (ii) Purchaser has not relied on any representation or warranty from Seller, any Seller Affiliate or any other person in determining to enter into this Agreement, except as expressly set forth in this Agreement and the Ancillary Agreements and (iii) Purchaser shall have no claim or right to indemnification pursuant to this Article VIII, and none of Seller, any of its affiliates or any other person shall have or be subject to any liability to Purchaser or any other person with respect to, any information, documents or materials furnished by Seller, any of its affiliates or any of their respective officers, directors, employees, agents or advisors to Purchaser, including the Confidential Memorandum dated July 2007 prepared by ▇▇▇▇▇▇ Brothers and any information, documents or material made available to Purchaser and its representatives in certain “data rooms”, management presentations or any other form in expectation of the transactions contemplated hereby (it being understood that this clause (iii) does not supersede or otherwise affect the representations and warranties of Seller specifically contained in Article III of this Agreement and the Ancillary Agreements). Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement and the Ancillary Agreements, neither Seller nor any of the Seller Affiliates makes any representations or warranties relating to the maintenance, repair, condition, design, performance or marketability of any Transferred Asset, including merchantability or fitness for a particular purpose. Purchaser acknowledges and agrees that it shall obtain rights in the Transferred Equipment and the Transferred Inventory in their present condition and state of repair, “as is” and “where is”. (d) Each of Purchaser and Seller further acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy of the parties hereto with respect to any and all claims Claims relating to this Agreement, the matters addressed in Section 9.1 Business, the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities or Section 9.2 the transactions contemplated hereby (other than (i) a Claim for payment due pursuant to Section 2.03(c), (ii) Claims of, or causes of action arising from, fraud, (iii) claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyarising solely under any Ancillary Agreement and (iv) as provided in Section 11.14) shall be pursuant to the indemnification provisions set forth in this ARTICLE IXArticle VIII. In furtherance of the foregoing, each of Seller and Purchaser hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than (i) a claim for payment due pursuant to Section 2.03(c), (ii) claims of, or causes of action arising from, fraud, (iii) claims arising solely under any Ancillary Agreement and (iv) as provided in Section 11.14) it may have against the other party or any of such other party’s affiliates or any of their respective directors, officers and employees arising under or based upon this Agreement, any Ancillary Agreement, any document or certificate delivered in connection herewith, any Federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation, common law or otherwise (except pursuant to the indemnification provisions set forth in this Article VIII).