Common use of Limitations on Indemnification Clause in Contracts

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

Limitations on Indemnification. The (a) As to any claim for Warranty Breach (other than with respect to a claim for a breach or inaccuracy of a Fundamental Representation or a Company Approval Breach), or for indemnification by the Sellers for all matters pursuant to Sections 9.02(a), 9.02(b) and the last sentence of Section 9.03 the Indemnified Party shall not be entitled to indemnification (i) with respect to any Loss or a series of related Losses for less than $100,000 and (ii) until all Losses (including any de minimis Loss excluded pursuant to the foregoing clause (i)) to such Indemnified Party exceed, in the aggregate, an amount equal to $10,000,000 and then only to the extent of such excess. (b) With respect to indemnification by the Sellers for all matters under this Agreement, Buyers hereby agree that the sole recourse of the Indemnified Parties in respect of all such matters shall be, subject to Section 2.04(j) and this Section 11.04(b), a right of set-off against up to $100,000,000 of Earnout Project Payments, if any (the “Cap”) in accordance with Section 2.04(j), and the Indemnified Parties shall have no right to seek payment directly from the Sellers in respect of any such matters; provided, however, that the foregoing shall not limit the remedies available to any Party for any breaches of Fundamental Representations and provided further that with respect to indemnification by Sellers for (1) all matters pursuant to Sections 3.09, 9.02(a), 9.02(b) and the last sentence of Section 9.03 (the “Tax Claims”) such right of set-off shall be the exclusive remedy provided that the Cap shall be increased by $50,000,000 solely with respect to Tax Claims and (2) the Company Approval Breaches, the maximum set off shall be equal to $10,000,000 (which amount shall be included in and not increase the Cap) and such right of set-off shall be the exclusive remedy for such Company Approval Breaches. Notwithstanding anything herein to the contrary, in no event shall the aggregate amount paid by any Seller in respect of any claims hereunder exceed (i) such Seller’s pro rata portion of such indemnifiable claim (limited as provided in this Article XI) based on the allocation of the Holdco Closing Consideration set forth in the Allocation Schedule (provided that with respect to Warranty Breaches under Article IV, such Seller shall be liable, subject to this Article XI, for the full amount of any claim attributable to a breach by such Seller, but no other Seller shall be liable for any amount of any claim attributable to such breach; it being understood that Blocker Parent is solely responsible for the full amount of any claim for breach of Section 4.06) or (ii) the aggregate amount of proceeds received by such Seller hereunder as of the date of such claim; provided, however, that in the event the applicable portion of a claim that is timely and properly made and for which such Seller is liable to indemnify a Buyer Indemnitee, in each case under the provisions of this Article XI, exceeds the aggregate amount of proceeds received by such Seller on the date of such claim, any proceeds received by such Seller hereunder after the date of such claim may be used to satisfy such Seller’s unsatisfied indemnification obligation with respect to such claim. (c) In no event shall a Buyer be liable for any Losses as to any claim for indemnification pursuant to Section 11.02(b)(i) with respect to Fundamental Representations or Section 11.02(b)(ii) in excess of an amount equal to 100% of the Total Purchase Price paid by Buyers as of such date. (d) Solely for the purposes of this Article XI, from and after Closing any reference to “material”, “materially” or “Material Adverse Effect” in any representation or warranty (other than those representations and warranties in Sections 9.01 and 9.02 3.01(a), 3.03, 3.05(a), 3.08, 3.10(b), 3.13(a)) shall be subject disregarded solely for purposes of determining the amount of Losses attributable to any Warranty Breach, and for purposes of determining whether there has actually been a Warranty Breach. (e) Buyers and the Sellers 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, consequential or other kind of special damages are awarded to a Person in an indemnifiable Third Party Claim. (f) 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. If such Indemnified Party mitigates its Losses after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the following limitations:Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received, but such payment shall not exceed the indemnity payment paid by the Indemnifying Party. (g) Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under insurance coverage for any Losses payable under Section 11.02(a) or 11.02(b). (h) Any Losses as to an indemnifiable claim with respect to any breach or nonperformance by a Party of a representation, warranty, covenant or agreement shall be calculated without reduction for any Tax Benefit available to the Indemnified Party. However, to the extent that the Indemnified Party actually realizes a Tax Benefit as a result of any Loss in any taxable year in which or prior to which such Loss was incurred, the Indemnified Party shall pay the amount of such Tax Benefit (but not in excess of the indemnification payment or payments actually received from the Indemnifying Party with respect to such Loss) to the Indemnifying Party as such Tax Benefit is actually realized by the Indemnified Party. For this purpose, the Indemnified Party shall be deemed to realize a tax benefit (“Tax Benefit”) with respect to a taxable year if, and to the extent that, the Indemnified Party’s cumulative liability for Taxes through the end of such taxable year, calculated by excluding any Tax items attributable to the Loss from all taxable years, exceeds the Indemnified Party’s actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Loss for all taxable years (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed for any taxable year). (i) The Stockholders Any indemnifiable claim with respect to any breach or nonperformance by a Party of a representation, warranty, covenant or agreement shall not be obligated to pay any amounts for indemnification under this Article IX arising out net of any Losses based uponinsurance proceeds received by the Indemnified Party or amounts actually recovered from any other Person alleged to be responsible therefor (net of any costs of collection, arising out of increased premium or otherwise other out-of-pocket costs related to the insurance claim or third party recovery in respect of Losses). If the Indemnified Party receives any inaccuracy amounts under applicable insurance policies, or breach disclosed from any other Person alleged to be responsible for any Losses, 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 such Indemnifying Party in writing to GRS and specifically waived in writing by GRS prior connection with providing such indemnification payment up to the Closingamount received by the Indemnified Party (net of any costs of collection, increased premium or other out-of-pocket costs related to the insurance claim or third party recovery in respect of Losses). (iij) Neither GRSNotwithstanding anything contained herein to the contrary, the Company nor Sellers will not be responsible for, and will not be required to indemnify any Indemnified Person against, any Losses to the Stockholders shall be obligated extent (but only to pay such extent) that such Losses are otherwise included in the calculation of Adjusted Unlevered CAFD for the purpose of determining any amounts for indemnification CAFD Shortfall Amount under this Article IX, except those based upon, arising out of Section 2.06 or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (are Transaction Expenses that were deducted from the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Holdco Total Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Operating Entities Total Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesPrice.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 (a) An indemnifying party shall not have any liability under Section 7.2(a) or Section 7.2(b) unless and 9.02 until the amount of any individual Loss exceeds $25,000 and the aggregate amount of all Losses incurred by the indemnified parties and indemnifiable thereunder exceeds $150,000 (the “Basket”). In such event, the indemnifying party shall be subject required to pay the entire amount of all such Losses. (b) Notwithstanding anything contained herein to the following limitations:contrary, neither the Selling Members, on the one hand, nor Purchaser, on the other hand, shall be required to indemnify any Person under Section 7.2(a) or 7.2(b) for an aggregate amount of Losses exceeding $3,000,000 (the “Cap”). (ic) The Stockholders shall not the amount of Losses required to be obligated paid pursuant to pay any amounts for indemnification under this Article IX arising out VII shall be reduced to the extent of any Losses based uponTax benefits or insurance proceeds directly or indirectly received by or available to the indemnified party; (d) Notwithstanding anything contained herein to the contrary, arising out of or otherwise in no event shall any Purchaser Indemnified Party be entitled to recover with respect to a breach by the Selling Members of any inaccuracy representation, warranty, covenant, or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to agreement if the Purchaser Indemnified Parties had Knowledge thereof at or before the Closing. (iie) Neither GRS, The Selling Members shall have no right of contribution or other recourse against the Company nor or its respective officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any Third Party Claims asserted by Purchaser Indemnified Parties, it being acknowledged and agreed that the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) covenants and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive agreements of the Basket Exclusions, equals one percent (1%) Company are solely for the benefit of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesPurchaser Indemnified Parties.

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

Limitations on Indemnification. The indemnification provided for (a) Notwithstanding any other provision in Sections 9.01 and 9.02 shall be subject this Agreement to the following limitations: (i) The Stockholders contrary, a party shall not be obligated liable to pay any amounts for indemnification under indemnify the other party pursuant to this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity all claims for which GRS or indemnity is required to be made hereunder shall exceed $12,500,000 (the Stockholders would“Deductible”) and thereafter, but only to the extent further Damages for which indemnification hereunder is sought exceed the provisions of this subparagraph (ii)Deductible; provided, be liable is in however, that the aggregate amount of Damages recoverable pursuant to this Article IX shall be limited to $100,00060,000,000 (the “Cap”); provided, however, that the Deductible and Cap shall not apply to Damages related to the failure to be true and correct of any of the representations and warranties set forth in Sections 3.1 (Organization and Standing), 3.2 (Corporate Power and Authority), 4.1 (Organization and Qualification), 4.2 (Authority), and 1% 4.5 (Membership Interests and Ownership), and the Intermediate LLC Certificate and 5.1 (Organization), 5.2 (Authorization), 5.4 (Ownership of Membership Interests), 5.6 (Organization), 5.7 (Authorization), and 5.8 (Membership Interests and Ownership) hereof and provided further, except as otherwise provided in this Agreement, no portion of this Section 9.3 shall apply to any indemnification obligation described in Section 6.10. (b) Except as otherwise provided in this Agreement, the rights and obligations of the parties with respect to indemnification for any and all Tax matters shall be governed by Section 6.10. Any payments made pursuant to this Article IX or Section 6.10 shall constitute an adjustment to the Purchase Price is $70,000for Tax purposes and shall be treated as such by the Buyer, the Stockholders would then be liable for Seller, the entire $100,000 Company and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior Intermediate LLC on their Returns to the date on which such representation and warranty is made or any intentional breach extent permitted by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesLaw.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject (a) Notwithstanding anything herein to the following limitations: (i) The Stockholders contrary, Seller and each Member shall not be obligated to pay any amounts for indemnification indemnify the Purchaser Indemnified Persons under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. 11: (iii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until unless the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) all Purchaser Damages exceeds 0.5% of the Purchase Price (the "Basket Amount")which, whereupon GRS, or the Company and Stockholders, as the case may befor purposes of this Section 11.6, shall be obligated deemed to pay any indemnification paymentsbe the total purchase price reflected in the purchase price allocation specified on Schedule 2.5, including as may be adjusted pursuant to Sections 2.3 and 2.4), as adjusted (the Basket Amount“Seller’s Basket”), in full. It is expressly understood which case such Purchaser Indemnified Persons shall be entitled to recover all Purchaser Damages in excess of the Seller’s Basket or (ii) to the extent that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions aggregate of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1all Purchaser Damages exceeds 10% of the Purchase Price is $70,000Price, as adjusted (the Stockholders would then be liable for “Seller’s Indemnification Cap”); provided, however, that the entire $100,000 Seller’s Indemnification Cap and not just $30,000). This Section 9.04(ii) will the Seller’s Basket shall not apply to any Seller or Member indemnification obligation (w) arising out of, relating to or resulting from fraud or intentional misrepresentation by Seller or a Member; (x) arising out of, relating to or resulting under Section 11.2(c), (d), (e), (f) or (g); (y) from a breach of any of Seller’s or any Member’s representations or warranties in Sections 4.15(a) (Title) or 4.27 (Taxes); or (z) arising out of, relating to or resulting from a breach of any of Seller’s or any Member’s representations or warranties in Section 4.26 (Environmental Matters), in which case Seller and each Member shall not be obligated to indemnify the Purchaser Indemnified Persons for Purchaser Damages arising out of, relating to or resulting from a breach of any of Seller’s or any Member’s representations or warranties of which any party had actual Knowledge at any time prior in Section 4.26 (Environmental Matters) to the date on which extent that the aggregate of all such representation Purchaser Damages exceeds Twenty Million U.S. Dollars ($20,000,000) (the “Environmental Representation Cap”); provided, however, that (a) any Purchaser Damages counted toward the Seller’s Indemnification Cap shall not be counted toward the Environmental Representation Cap and warranty is made or any intentional breach by any party of any covenant or obligationvice versa, and GRS (b) the Environmental Representation Cap shall not limit any other indemnification obligation of Seller or the StockholdersMembers under this Agreement. (b) Notwithstanding anything herein to the contrary, Purchaser shall not be obligated to indemnify the Seller Indemnified Persons under this Article 11: (i) unless the aggregate of all Seller Damages exceeds 0.5% of the Purchase Price(which, for purposes of this Section 11.6, shall be deemed to be the total purchase price reflected in the purchase price allocation specified on Schedule 2.5, as may be adjusted pursuant to Sections 2.3 and 2.4)), as adjusted (the “Purchaser’s Basket”), in which case may besuch Seller Indemnified Persons shall be entitled to recover all Seller Damages in excess of the Purchaser’s Basket or (ii) to the extent that the aggregate of all Seller Damages exceeds 10% of the Purchase Price, will be jointly as adjusted (the “Purchaser’s Indemnification Cap”); provided, however, that the Purchaser’s Indemnification Cap and severally liable for all damages with respect the Purchaser’s Basket shall not apply to such breachesany Purchaser indemnification obligation (x) arising out of, relating to or resulting from fraud or intentional misrepresentation by Purchaser; or (y) arising out of, relating to or resulting under Section 11.3(b) or (c).

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

Limitations on Indemnification. The indemnification provided a) In respect of all Losses for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, which Indemnifying Parties are liable hereunder arising out of or otherwise resulting from any breach of any of the Fundamental Representations and Warranties, the Indemnifying Parties’ liability shall not exceed in the aggregate an amount equal to US$30,000,000 (thirty million Dollars). b) In respect of all Losses resulting from Unknown Contingent Liabilities, the Indemnifying Parties’ liability shall not exceed in the aggregate US$15,000,000 (fifteen million Dollars). c) Except for Losses resulting from the Indemnifying Parties’ breach of any inaccuracy Representation or breach disclosed Warranty referenced in writing to GRS Sections 6.4(a) and specifically waived in writing by GRS prior (b) hereof, the Indemnifying Parties’ liability to the ClosingIndemnified Parties for any Losses resulting from any breach of any Representation or Warranty contained in Section 4 of this Agreement shall in no event exceed US$20,000,000 (twenty million Dollars) in the aggregate. d) Each of the limitations set forth above in paragraphs (iia), (b) Neither GRS, the Company nor the Stockholders and (c) of this Section 6.4 shall be obligated in no event apply to pay any amounts Losses for indemnification under this Article IX, except those based upon, which Indemnifying Parties are liable hereunder arising out of or otherwise resulting from (i) any breach of any Representation or Warranty set forth in respect of Sections 3.023.1, 3.213.2, 3.283.4, 5.223.5, 5.293.7, 9.01 3.8 and 3.9; or (ii) and (iii)Fraud. e) Notwithstanding anything to the contrary contained in this Agreement, 11.01 and 11.02 and Article IV hereof (except in the "Basket Exclusions")case of Fraud, until no Seller’s liability with respect to any indemnification obligation set forth herein shall exceed an amount equal to the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) gross portion of the Purchase Price actually received by or on behalf of such Seller for the Purchased Shares, which limitation shall not be construed to increase any of the limitations set forth in paragraphs (the "Basket Amount"a), whereupon GRS(b) and (c) above (it being acknowledged and agreed, or for the Company and Stockholdersavoidance of doubt, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% “gross portion of the Purchase Price is $70,000, actually received by or on behalf of” FTV III and FTV IIIN shall be US$15,923,831 upon receipt of the Stockholders would then be liable for the entire $100,000 and not just $30,000same by such Sellers). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breaches.

Limitations on Indemnification. The indemnification provided (a) Seller shall not have any liability under Section 7.1(a), including Claims solely for in Sections 9.01 and 9.02 shall be subject breach of any representation or warranty with respect to the following limitations: Unaudited Financial Information made under Section 8.5 below (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"“Section 8.5 Warranty Claims”), until the aggregate indemnification paymentsamount of all Claims described in Section 7.1(a), exclusive including Section 8.5 Warranty Claims, exceeds $1,020,000 (the “Threshold Amount”), and then only for the amount by which such Claims exceed the Threshold Amount. Upon reaching the Threshold Amount, Seller shall be liable to the Purchaser Indemnified Parties with respect to Claims described in Section 7.1(a) including Section 8.5 Warranty Claims, in excess of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated Threshold Amount up to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the an aggregate amount of $100,000, and 1% of 10,200,000 (the Purchase Price is $70,000“Cap”). Notwithstanding anything contained herein to the contrary, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This limitations set forth in this Section 9.04(ii7.4(a) will not apply to any a Claim (i) for a breach of a representation or warranty contained in Section 4.2(a), the first sentence of Section 4.3 and Section 4.5(a), or (ii) for actual (and not constructive) fraud. (b) Purchaser and Parent shall not have any representations liability under Section 7.2(a) until the aggregate amount of all Claims described in Section 7.2(a) exceeds the Threshold Amount, and warranties of which any party had actual Knowledge at any time prior to then only for the date on amount by which such representation Claims exceed the Threshold Amount. Upon reaching the Threshold Amount, Purchaser and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will Parent shall be jointly and severally liable to the Seller Indemnified Parties with respect to Claims described in Section 7.2(a) in excess of the Threshold Amount up to an aggregate amount equal to the Cap. Notwithstanding anything contained herein to the contrary, the limitations set forth in this Section 7.4(b) will not apply to a Claim (i) for all damages a breach of a representation or warranty contained in Section 3.1 and Section 3.4, or (ii) for actual (and not constructive) fraud. (c) All representations and warranties contained in this Agreement, including the representations and warranties as to the Unaudited Financial Information in Section 8.5 below, the Schedules and Exhibits hereto and any agreement, document, instrument or certificate delivered hereunder will survive the Closing for a period of twelve (12) months; provided, however, that (i) a claim for indemnification relating to the representations and warranties in Section 3.1 (other than the first sentence thereof), Section 4.2(a), the first sentence of Section 4.3 and Section 4.5(a) will survive the Closing indefinitely and (ii) a claim for indemnification relating to the representations and warranties contained in Section 4.7 and Section 4.9 must be made with six (6) months after the expiration of the applicable statute of limitations (including extensions). However, as to any breach of, or misstatement in, any such representation or warranty as to which the non-breaching party has given notice to the breaching party on or prior to the expiration of the applicable period, as above set forth, the same will continue to survive beyond said period, but only as to the matters contained in such notice. All covenants and agreements made by a party hereto in this Agreement or in any Transaction Agreement (including, without limitation, the indemnification obligations set forth in this Section) will survive the Closing until fully performed, discharged and satisfied. (d) To the extent an Indemnifying Party (as defined below) indemnifies any Indemnified Party (as defined below) on any Claim, each Indemnified Party shall assign to the Indemnifying Party, to the fullest extent allowable, their rights and causes of action with respect to such breachesClaim against third parties, or in the event assignment is not permissible, the Indemnifying Party shall be allowed to pursue such Claim in the name of the applicable Indemnified Party, as applicable, at the Indemnifying Party’s expense. The Indemnifying Party shall be entitled to retain all recoveries for its own accounts made as a result of any such action. Each Indemnified Party shall provide, at no expense to themselves, to the Indemnifying Party reasonable assistance in prosecuting such Claim, including making their books and records relating to such Claim available and making their employees available for interviews and similar matters. If an Indemnified Party recovers from a third party any part of any Claim that had been paid by the Indemnifying Party pursuant to its indemnification obligations hereunder, each such Indemnified Party shall promptly remit to the Indemnifying Party the amount of such recovery without regard to the time limitations described in Section 7.4(c). (e) No Indemnified Party shall be entitled to any indemnity on account of consequential, incidental or indirect damages or losses (unless such damages or losses are asserted against any Indemnified Party by a third party) and, in particular, no “multiple of profits” or other items shall be applied in calculating any indemnity amount. (f) No Indemnified Party shall have liability for indemnification with respect to any Claim for indemnification that relates to the passing of, or any change in, after the Closing Date, any Law or any accounting policy, principle or practice or any increase in Tax rates in effect on the Closing Date, even if the change or increase has retroactive effect or requires action at a future date.

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

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject Notwithstanding anything to the following limitations:contrary in this ARTICLE XI, (a) (i) The Stockholders shall not be obligated to pay any amounts no claim for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay made by any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in Indemnified Party unless the aggregate amount of $100,000, and 1% Losses of the Purchase Price is Indemnified Parties exceed one million two hundred thousand dollars ($70,0001,200,000) (the “Deductible Amount”) and then only to the extent such Losses exceed the Deductible Amount; and (ii) in no event shall the aggregate obligation of the Indemnifying Parties under this Article XI exceed twelve million dollars ($12,000,000) (the “Cap”); provided, that the Stockholders would then be liable for Deductible Amount and the entire $100,000 and not just $30,000). This Section 9.04(ii) will Cap shall not apply to: (1) Losses pursuant to Section 11.1(b); and (2) Losses arising under Section 11.1(a) solely with respect to any breach of any the representations or warranties set forth in Sections 3.1 (Corporate Existence and Power), Section 3.2 (Corporate Authorization), Section 3.4 (Subsidiaries), Section 3.5 (Capitalization and Ownership), Section 4.1 (Ownership of Stock; Authority), Section 0 (Due Incorporation), Section 5.2 (Corporate Authorization), Section 5.9 (Capitalization and Ownership of Parent), and Section 5.14 (Issuance and Ownership of Parent Common Stock (such representations and warranties shall be collectively referred to as the “Fundamental Representations”); and (b) no party hereto shall have any liability under any provision of which this Agreement or otherwise for any party had actual Knowledge at any time prior punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the date on which such representation and warranty is made breach or alleged breach of this Agreement or any intentional breach of the agreements contemplated hereby or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesthis Agreement.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 No Indemnifying Party hereto shall be subject have any liability with respect to, or obligation to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification indemnify for, Losses under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV V hereof (the "Basket Exclusions"), until unless the aggregate indemnification payments, exclusive amount of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims Losses for which GRS or the Stockholders such Indemnifying Party would, but for the provisions of this subparagraph (ii)Section 5.5, be liable is exceeds, on an aggregate basis, $500,000, it being agreed that in such event the aggregate Indemnifying Party’s obligations under Article V hereof will take such threshold into account as a deductible and the Indemnitee will be entitled to receive only amount of $100,000such Losses in excess of such threshold; provided, however, that such threshold shall not apply to losses related to title to the Contributed Assets, the Pre-Closing Liabilities, the Post-Closing Liabilities, Taxes or any of the matters described in Sections 2.2, 2.3, 2.10, 2.19, 3.2, 3.3, 5.1(b), 5.2(b) and 6.13 hereof. Notwithstanding anything in this Agreement to the contrary, the maximum indemnification liability of the Contributor and the Guarantor, on the one hand, and 1% of the Purchase Price is Parent and the Acquiror, on the other hand, shall not exceed $70,0003,000,000; provided, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will however, that such limitation shall not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages breaches asserted with respect to such breachesSections 2.2, 2.3, 2.19, 3.2 or 3.3 or any claims with respect to title to the Contributed Assets, the Pre-Closing Liabilities or the Post-Closing Liabilities, in which case the maximum indemnification liability of the Contributor and the Guarantor, on the one hand, and the Parent and the Acquiror, on the other hand, shall not exceed $45,000,000. The Parties confirm that the indemnities and their terms contained herein are not subject to or qualified by limitations and qualifications of the indemnities set forth in the Omnibus Agreement.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject Notwithstanding anything to the following limitationscontrary in this Agreement: (ia) The Stockholders shall not be obligated the aggregate liability of Seller for Losses pursuant to pay any amounts for indemnification under this Article IX arising out of any Losses based uponSections 8.2(a), arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (iid) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%g) shall not exceed 20% of the Purchase Price (the "Basket Amount"determined for this purpose without regard to Retained Cash Balances), whereupon GRSexcept that the aggregate liability of Seller for Losses pursuant to Section 8.2(a) related to the breach of any of the representations and warranties contained in the first sentence of Section 2.1 and in Sections 2.2, 2.3(a), 2.7, 2.12, 2.16 and 2.17 (together with the aggregate liability of Seller pursuant to Sections 8.2(a), (d) and (g)) shall not exceed the Purchase Price; (b) the aggregate liability of Buyer for Losses pursuant to Sections 8.3(a) shall not exceed 20% of the Purchase Price (determined for this purpose without regard to Retained Cash Balances), except that the aggregate liability of Buyer for Losses pursuant to Section 8.3(a) related to the breach of any of the representations and warranties contained in Section 3.1, 3.2(a), 3.3, 3.4 and 3.5 shall not exceed the Purchase Price; (c) no Indemnified Party will be entitled to recover indirect, special, consequential, incidental, punitive or business interruption damages or lost revenues, profits, cost savings or synergies pursuant to Sections 8.2(a) or 8.3(a); provided, however, that the Company parties acknowledge and Stockholdersagree that for purposes of this Article VIII, as the case may be, any damages actually paid by either of them to a third party (other than an Affiliate) shall be obligated considered direct damages for which recovery may be sought in accordance with the terms hereof; (d) no claim for indemnification may be made by a Buyer Indemnitee pursuant to pay Section 8.2 or by a Seller Indemnitee pursuant to Section 8.3 unless notice of such claim (describing the basic facts or events, the existence or occurrence of which constitute or have resulted in the alleged breach of a representation or warranty made in this Agreement or which otherwise form the basis of the claim) has been given to the party from whom indemnification is sought (the “Indemnifying Party”) during the relevant survival period set forth in Section 8.1 (which, for purposes of Sections 8.2(a) and 8.3(a), will be the survival period of the representation and warranty alleged to have been breached); (e) Seller shall have no liability pursuant to Sections 8.2(a) and (d) (x) for any indemnification payments, including Losses with respect to an individual matter or series of related matters until the Basket cumulative aggregate amount of the Losses with respect to such matter or series of related matters exceeds U.S. $25,000 (the “Threshold Amount”), in full. It is expressly understood which case the amount of all such Losses (including those that are less than the Threshold Amount) shall be included for purposes of computing the Losses that are indemnifiable hereunder and/or applicable against the Basket Amount shall serve as a "trigger" for indemnification pursuant to clause (y) below; and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in y) until the aggregate amount of $100,000, the Losses of the Buyer Indemnitees for which indemnification would otherwise be available under Sections 8.2(a) and (d) exceeds 1% of the Purchase Price is $70,000(determined for this purpose without regard to Retained Cash Balances) (the “Basket Amount”), after which Seller will be obligated to indemnify for only that portion of such Losses of the Stockholders would then be liable for Buyer Indemnitees Company that exceed the entire $100,000 and not just $30,000). This Section 9.04(iiBasket Amount; provided that the limitations set forth in sub clause (y) will of this paragraph (e) shall not apply to any Losses related to the breach of any of the representations or warranties contained in Sections 2.1, 2.2, 2.3(a), 2.7, 2.12, 2.16 and warranties of which 2.17; and (f) Seller shall have no liability pursuant to Section 8.2 for any party had actual Knowledge at any time prior Loss to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages extent a reserve with respect to such breachesLoss is included in or taken into account in the calculation or determination of Closing Working Capital or reflected in the Balance Sheet or for any Loss associated with periodic groundwater monitoring at the St. Cheron and St. Fromond facilities to the extent such monitoring is in all material respects of the same nature, magnitude and frequency as that conducted as of the Closing. (g) Notwithstanding any other provision of this Agreement, (x) in the event that Buyer, the Transferred Companies or their Affiliates initiate any communication with or make any notice to any Person (including Governmental Authorities) not reasonably required by applicable Environmental Requirements that could reasonably be expected to result in or prompt Losses for which indemnification would otherwise be available pursuant to Sections 8.2(d) or (e) or Section 8.2(a) (in respect of a breach of a representation and warranty contained in Section 2.14), Seller shall not be responsible (and shall not indemnify Buyer Indemnitees) for any such Losses and (y) Seller shall have no liability under Section 8.2(d) and Section 8.2(a) (in respect of a breach of a representation and warranty contained in Section 2.14) for Losses to the extent occurring as a result of or triggered by (A) the closure or demolition after the Closing of any part of any facility of a Transferred Company, or (B) environmental testing conducted on the Real Property following the Closing, except for such testing required to be undertaken by applicable Environmental Requirements.

Limitations on Indemnification. The (a) To the extent that the Partnership Indemnitees or the Western Indemnitees are entitled to indemnification provided for Damages pursuant to Section 8.2(a)(i) or Section 8.2(b)(i) (but not including Damages for breaches of Fundamental Representations or for breaches of the representations or warranties in Sections 9.01 Section 3.4(c) or Section 3.7(g)) or Section 8.1(a) (but not including Damages for breaches of Partnership Fundamental Representations), respectively, SPPR and 9.02 shall be subject to Western, on the following limitations: (i) The Stockholders one hand, or the Partnership, on the other hand, as the case may be, shall not be obligated liable for those Damages unless the aggregate amount of Damages exceeds $2,100,000 (the “Deductible”), and then only to pay the extent of any amounts such excess; provided, however, that no indemnified party shall submit a claim for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise to the indemnifying party unless (A) the Damages in respect of any inaccuracy such claim (or breach disclosed series of related claims) exceed $50,000 (each such claim (or series of related claims) with Damages that do not exceed $50,000, a “De Minimis Claim”), or (B) the amount of all De Minimis Claims exceeds $250,000 in writing to GRS and specifically waived in writing by GRS prior the aggregate, after which all De Minimis Claims shall be applied to the ClosingDeductible from the first dollar (not just the amount in excess of $250,000); provided, further, that SPPR and Western, on the one hand, or the Partnership, on the other hand, shall not be liable for Damages pursuant to Section 8.2(a)(i) or Section 8.2(b)(i) (but not including Damages for breaches of Fundamental Representations) or Section 8.1(a) (but not including Damages for breaches of Partnership Fundamental Representations), respectively, that exceed, in the aggregate, $21,000,000 (the “Cap”). (iib) Neither GRSThe Partnership Indemnitees shall only be entitled to indemnification from SPPR and Western pursuant to Section 8.2(a)(ii) and Section 8.2(b)(ii) (x) following an inspection of the applicable Storage Tank performed in the ordinary course of business consistent with Schedule 3.7(g), the Company and (y) in such event, only for reasonable and necessary documented out-of-pocket costs and expenses incurred to address any such breach; provided, however, that neither SPPR nor the Stockholders Western shall be obligated liable for such costs and expenses unless the aggregate amount of such costs and expenses (of all Storage Tanks) exceed $500,000 and then only to pay the extent of any amounts such excess; provided, further, that neither SPPR nor Western shall be liable for indemnification under this Article IXsuch costs and expenses pursuant to Section 8.2(a)(ii) or Section 8.2(b)(ii) that collectively exceed, except those based uponin the aggregate, arising out $4,000,000. The Partnership shall be responsible for all costs and expenses relating to the performance of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 any such Storage Tank inspection. (iic) and (iiiNotwithstanding Section 8.9(a), 11.01 and 11.02 and Article IV hereof to the extent the Partnership Indemnitees or the Western Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes (including, without limitation, in the "Basket Exclusions"case of the Partnership Indemnitees, Damages for breach of the representations or warranties in Section 3.12), until SPPR and Western, on the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRShand, or the Company and StockholdersPartnership, on the other hand, as the case may be, shall be fully liable for such Damages without regard to the Deductible or the Cap. For the avoidance of doubt, (i) SPPR and Western shall be fully liable (A) for Damages pursuant to Sections 8.2(a)(iii), 8.2(a)(iv), 8.2(b)(iii) and 8.2(b)(iv), as applicable, and for breaches of Fundamental Representations without regard to the Deductible or the Cap, and (ii) the Partnership shall be fully liable for Damages pursuant to Section 8.1(b) or 8.1(c) and for breaches of Partnership Fundamental Representations without regard to the Deductible or the Cap. (d) Notwithstanding Section 8.9(a), with respect to Covered Environmental Losses under Section 8.8(a), the Western Indemnitees shall not be obligated to pay indemnify, defend and hold harmless the Partnership Indemnitees for any indemnification paymentssuch Covered Environmental Loss until such time as the amount of such Covered Environmental Losses associated with an individual claim exceeds $100,000 (the “Environmental Deductible”), including at which time the Basket Amount, in full. It is expressly understood that Western Indemnitees shall be obligated to indemnify the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but Partnership Indemnitees for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages Covered Environmental Losses with respect to such breachesclaim under Section 8.8(a) that are in excess of the Environmental Deductible that are incurred by the Partnership Indemnitees.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 (a) No Buyer Indemnified Party shall be subject have the right to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS VI unless and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of any and all Claims made by Buyer Indemnified Parties under this Agreement exceeds AUS $100,000609,000 (the “Deductible”), at which time Buyer Indemnified Parties shall be entitled to the amount by which all Claims exceed the Deductible; provided, that, this subsection (a) shall not apply to (i) the representations and 1% warranties contained in Sections 2.1, 2.2, 2.4, 2.12 and 2.14; (ii) Claims arising under Section 6.2(b) or in connection with any matter set forth in Section 6.2 of the Seller Disclosure Schedule; (iii) any adjustment to the Purchase Price is $70,000pursuant to Section 1.4; and (iv) Claims for fraud. (b) Subject to the next sentence and Section 6.7, Buyer’s sole recourse against Seller shall be limited to the then-remaining balance of the Escrow Amount (the “Indemnification Cap”). Notwithstanding the limitations set forth in this Section 6.6(b), the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will Indemnification Cap shall not apply to any breach of any (i) the representations and warranties contained in Sections 2.1, 2.2, 2.4, 2.12, 2.19 and 2.20; (ii) Claims arising in connection with any matter set forth in Section 6.2 of the Seller Disclosure Schedule; and (iii) Claims for fraud. (c) Buyer shall not make any Claim under this Article VI in respect of: (i) any matter that is taken into account in the calculation of any adjustment to the Purchase Price pursuant to Section 1.4 above; or (ii) any Liability incurred as a result of any Code Section 338 election requested by Buyer. (d) All Claims by Indemnified Parties for losses hereunder shall be made net of any insurance proceeds actually recovered by the party claiming such indemnification; provided that, this subsection (d) shall not be construed to require any party to obtain any insurance coverage or to use anything other than commercially reasonable efforts to collect insurance proceeds under any existing insurance coverage. Notwithstanding the foregoing, no Indemnified Party will be required to pursue a recovery from an insurer in the event that the Indemnified Party determines in its reasonable judgment that the pursuit of proceeds under such coverage would likely result in such Indemnified Party being unable to obtain or maintain similar insurance coverage at commercially reasonable rates as a result of its seeking such proceeds. (e) Payments by an Indemnifying Party pursuant to this Article VI shall be (i) limited to the amount of any Claim after deducting therefrom any income Tax benefit to the Indemnified Party or any affiliate thereof resulting from such Claim; and (ii) increased to take account of any income Tax detriment incurred by the Indemnified Party arising from receipt or accrual of indemnity payments. For purposes of this Section 6.6(e), an income Tax benefit or income Tax detriment will be considered to be recognized by the Indemnified Party or any affiliate in the Tax period in which an actual income Tax benefit or income Tax detriment occurs. The amount of the income Tax benefit or income Tax detriment shall be determined by (x) using the actual federal and state income Tax rates applicable to the Indemnified Party and its affiliates, on a with and without basis after any deductions, credits, allowances or other income Tax attributes reportable with respect to a payment hereunder and (y) taking into account the effect, if any and to the extent then determinable, of timing differences resulting from the acceleration or deferral of items of income, gain, deduction or loss resulting from such payment and the underlying Claim. At such time as an Indemnified Party makes a request for indemnification, the Indemnified Party shall provide the Indemnifying Party with a detailed schedule that sets forth the amounts and anticipated Tax years in which any party had actual Knowledge at any time income Tax benefits or detriments are likely to be recognized (based on the current experience and reasonable judgment of the Indemnified Party) and, based on current federal and state income Tax rates, the resulting estimated income Tax benefits or detriments. The present value of the estimated income Tax benefits and detriments then shall be determined by discounting each Tax year’s estimated income Tax benefit or detriment using a discount rate equal to the current prime lending rate as published in the Wall Street Journal three (3) Business Days prior to the date on payment. The indemnity payment shall be increased or decreased so that the payment equals the present value of the net after-Tax benefit or detriment to the Indemnified Party. If there is a dispute regarding the income Tax benefit or detriment (including its discount to present value), Buyer and Seller shall negotiate in good faith to resolve such dispute. If, after a period of thirty (30) days of negotiations, such dispute remains unresolved, Buyer and Seller will jointly engage an international accounting firm mutually satisfactory to Buyer and Seller, or if they cannot agree, an independent accounting firm of 200 or more accountants chosen by lot, with each of Buyer and Seller jointly having the right to select two of such firms, which such representation and warranty is made cannot be the auditor or any intentional breach by any party of any covenant tax accountant for either Buyer or obligationthe Company, and GRS or to strike one such firm chosen by the Stockholdersother party (the “Independent Tax Accountant”), as to resolve such dispute in accordance with this Agreement, and the case may be, will decision of the Independent Tax Accountant shall be jointly final and severally liable for all damages binding on the parties hereto. All fees and expenses of the Independent Tax Accountant incurred in connection with respect to such breachesresolution shall be shared equally between Buyer and Seller.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 None of the Purchaser Indemnitees shall be subject entitled to assert any right to indemnification under Section 5.1 with respect to a Claim or series of related Claims if such Claim or series of related Claims arise out of the following limitations: same or similar facts or circumstances, where the Losses related thereto are less than $55,000 (i) each, a “De Minimis Loss”). The Stockholders Seller shall not be obligated have any liability with respect to, or obligation to pay any amounts for indemnification indemnify for, Losses under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV V hereof (the "Basket Exclusions"), until unless the aggregate indemnification payments, exclusive amount of the Basket Exclusions, equals one percent Losses (1%not including any De Minimis Losses) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders Seller would, but for the provisions of this subparagraph (ii)Section 5.5, be liable is exceeds, on an aggregate basis, $1,070,000 (the “Deductible”), it being agreed that in such event, the aggregate Seller’s obligations under Article V hereof will take the Deductible into account and the Purchaser Indemnitee will be entitled to receive only the amount of $100,000, and 1% such Losses (not including any De Minimis Losses) in excess of the Purchase Price is $70,000Deductible; provided, however, that neither the De Minimis Loss limitation nor the Deductible shall apply to Losses related to breaches of the Seller Fundamental Representations, Section 5.1(b) or Section 5.1(c) hereof. Notwithstanding anything in this Agreement to the contrary, the Stockholders would then be liable for maximum indemnification liability of the entire Seller under this Agreement, shall not exceed $100,000 and not just $30,0008,025,000 (the “Cap”). This Section 9.04(ii) will ; provided, however, that the Cap shall not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages breaches asserted with respect to such breachesthe Seller Fundamental Representations, in which case the maximum indemnification liability of the Seller shall not exceed the Purchase Price.

Limitations on Indemnification. The indemnification provided for in (a) Notwithstanding Sections 9.01 9.02 and 9.02 shall be 9.03 hereto, the rights and obligations under this Article IX of the PGTC Indemnitees and LLC are subject to the following limitationsfollowing: (i) The Stockholders neither the PGTC Indemnitees nor LLC shall not be obligated entitled to pay any amounts recovery unless a claim for indemnification under this Article IX arising out is made in accordance with Section 9.05(a), the claim for indemnification is made within the time period of any Losses based upon, arising out of or otherwise survival set forth in respect of any inaccuracy or breach disclosed Section 9.01 and the entity seeking indemnification complies with the procedures set forth in writing to GRS and specifically waived in writing by GRS prior to the Closing.Section 9.05; (ii) Neither GRSthe PGTC Indemnitees, on the Company one hand, and LLC, on the other hand, shall not be entitled to any indemnification hereunder unless and until the Losses that the relevant party is entitled to be indemnified for hereunder exceed, in the aggregate, $250,000, in which event the relevant party shall only be entitled to recover Losses that are in excess of $250,000; PROVIDED, HOWEVER, that any Losses with respect to the items set forth on SCHEDULE 5.06 shall not be subject to the limitations of this Section 9.04(a)(ii); and (iii) neither the PGTC Indemnitees nor the Stockholders LLC shall be obligated entitled to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise recover Losses from the other totaling in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive excess of the Basket Exclusions, equals one percent (1%sum of $__________* PLUS the amount of the additional cash capital contribution made by CGTC to LLC pursuant to Section 4.3(b) of the Purchase Price Operating Agreement. -------------------- * The material has been omitted pursuant to a request for confidential treatment and the material has been filed separately with the Commission. (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, b) The indemnification provisions in this Article IX shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" exclusive remedy for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any the representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesset forth in this Agreement.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject (a) Notwithstanding anything herein to the following limitations: (i) The Stockholders contrary, Seller shall not be obligated to pay any amounts for indemnification indemnify Purchaser under this Article IX 11 unless the aggregate of all Purchaser Damages exceeds Fifty Thousand Dollars ($50,000) (the “Seller’s Basket”), in which case the Purchaser shall be entitled to recover all Purchaser Damages, including the amount equal to the Seller’s Basket; provided, however, that the Seller’s Basket shall not apply to limit any Seller indemnification obligation (w) arising out of, relating to or resulting from fraud or intentional misrepresentation by Seller; (x) arising out of, relating to or resulting under Section 11.2(b), (c) or (d) or from a breach of any Losses based uponof Seller’s representations or warranties in Sections 4.1, arising out 4.15, 4.19, 4.20, 4.21, 4.24, 4.25, 4.26, 4.31, 4.34, 4.35, 4.36, or 4.37; (y) Claims related to Excluded Liabilities which will not be applicable to Seller’s Basket; or (z) if the Transaction does not close; provided, however, that any materiality qualification as to a particular representation and warranty to which Purchaser Damages relates will not be taken into account in determining the magnitude of or otherwise in respect the damages occasioned by the breach for purposes of any inaccuracy or breach disclosed in writing calculating whether they are applied to GRS and specifically waived in writing by GRS prior to the ClosingSeller’s Basket. (iib) Neither GRSNotwithstanding anything herein to the contrary, the Company nor the Stockholders Purchaser shall not be obligated to pay any amounts for indemnification indemnify Seller under this Article IX, except those based upon, arising out 11 unless the aggregate of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 all Seller Damages exceeds [***] (ii) and (iiithe “Purchaser’s Basket”), 11.01 and 11.02 and Article IV hereof (in which case the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, Seller shall be obligated entitled to pay any indemnification paymentsrecover all Seller Damages, including the Basket Amountamount equal to the Purchaser’s Basket; provided, in full. It is expressly understood however, that the Purchaser’s Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to limit any Purchaser indemnification obligation (x) arising out of, relating to or resulting from fraud or intentional misrepresentation by Purchaser; (y) arising out of, relating to or resulting from any breach of a covenant of Purchaser contained in this Agreement or in any representations and warranties of which other Transaction Agreement; or (z) if the Transaction does not close; provided, however, that any party had actual Knowledge at any time prior materiality qualification as to the date on which such a particular representation and warranty is made or any intentional to which Seller Damages relates will not be taken into account in determining the magnitude of the damages occasioned by the breach by any party for purposes of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect calculating whether they are applied to such breachesPurchaser’s Basket.

Limitations on Indemnification. The indemnification provided for in .1 Notwithstanding the foregoing provisions of Sections 9.01 9.1 ("Indemnification by the Shareholders") and 9.02 shall be subject to 9.2 ("Indemnification by Each Shareholder"), the following limitations: (i) The Stockholders Shareholders shall not be obligated to pay any amounts liable for indemnification under this Article IX arising out of any such Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, such time as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification total liability under Sections 9.1 and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is 9.2 in the aggregate amount of reaches $100,000, and 1% of 20,000 (but then the Purchase Price is $70,000, the Stockholders would then Shareholders shall be liable for the entire $100,000 20,000 plus any such liability in excess of $20,000). .2 Notwithstanding the foregoing provisions of Section 9.1 and not just $30,000). This Section 9.04(ii9.2, the liability of the Shareholders under this Agreement shall be limited as follows: (I) will not apply Except to any the extent a claim is based on breach of any the representations and warranties of which any party had actual Knowledge at any time prior in Sections 2.7 ("Title to Assets") and 2.11 ("Patents, Trademarks, Licenses, Etc."), Verity's and the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages other Indemnified Parties' sole recourse with respect to a breach by the Company of its representations, warranties or covenants made in this Agreement shall be limited to the cash and securities held in the Escrow Account, and there shall be no indemnification obligation with respect to any such breachesclaim unless notice thereof is given to the Shareholders or the Shareholders' Agent (as defined in the Escrow Agreement) within one year following the Closing Date. (II) To the extent a claim is based on breach of the representations or warranties in Section 2.7 ("Title to Assets") or Section 2.11 ("Patents, Trademarks, Licenses, Etc.") (with any such claim to the extent based on Section 2.7 or Section 2.11 referred to hereunder as an "IP Claim"): (1) To the extent such IP Claim concerns alleged infringement of the patent rights of a third party (with such portion of any such IP Claim referred to hereunder as a "Patent Claim"), then, unless one or more Shareholders knew or should have known of the potential infringement of such patent as of the Closing Date (without any implied obligation to conduct a patent search), (A) Verity and the other Indemnified Parties shall be entitled to indemnification for Losses relating to such Patent Claim as follows: for the full amount of the Loss relating to such Patent Claim, but with recourse initially only to the cash and securities held in the Escrow Account and, after such escrow amounts are exhausted, to the Shareholders for the balance of any additional Loss relating to such claim, subject to Section 9.3.2(iii) below, and (B) there shall be no indemnification obligation with respect to any such Patent Claim unless notice thereof is given to the Shareholders or the Shareholders' Agent within one year following the Closing Date. (2) For all other such IP Claims (including Patent Claims where one or more Shareholders knew or should have known of the potential infringement of the third party patent as of the Closing Date (without any implied obligation to conduct a patent search)), the aggregate liability of the Shareholders for indemnification hereunder shall be limited as set forth in Section 9.3.2(iii), but there shall be no indemnification obligation with respect to any such IP Claims

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

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 (a) No Buyer Group Member shall be subject entitled to indemnification pursuant to Section 11.2(a), and no Seller Group Member shall be entitled to indemnification pursuant to Section 11.3(a), unless and until the aggregate amount of Losses and Expenses asserted by the Buyer Group Members (in the case of a claim by a Buyer Group Member) or by the Seller Group Members (in the case of a claim by a Seller Group Member) with respect to all misrepresentations and breaches of warranty referred to in Section 11.2(a) or Section 11.3(a), as applicable, equals or exceeds $25,000, and then only to the following limitations:extent of such excess. (b) The maximum aggregate liability of Sellers under Section 11.2(a), and the maximum aggregate liability of Buyer under Section 11.3(a), shall not exceed the Purchase Price. (c) Buyer shall not be entitled to make any claim for indemnification with respect to any matter to the extent the Purchase Price has been adjusted to reflect such matter pursuant to Section 3.6. (d) Notwithstanding the foregoing, and for the avoidance of doubt, the limitations on indemnification set forth in this Section 11.4 shall not apply to (i) The Stockholders shall not be obligated to pay any amounts indemnification claim for indemnification under this Article IX Losses and Expenses resulting from, in connection with or arising out of any Losses based upon, arising out breach of or otherwise inaccuracy in respect of any inaccuracy or breach disclosed the representations and warranties contained in writing to GRS Sections 4.3, 4.4, 4.6, 4.7, 4.31, 5.2, 5.3 and specifically waived in writing by GRS prior to the Closing. 5.9, (ii) Neither GRSany indemnification claims relating to Taxes, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this which are controlled by Article IX8, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii)) any fraud, 11.01 and 11.02 and Article IV hereof intentional misrepresentation or willful breach of Sellers or (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%iv) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS agreement set forth in Section 7.6 or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesSection 7.8.

Limitations on Indemnification. The indemnification provided (a) None of the Company, the Significant Shareholders or the Shareholders (pursuant to Section 9.8(a)) will be required to indemnify the Purchaser Indemnified Parties pursuant to Section 9.2(a) or Section 9.3(a) unless the aggregate amount of Damages for which they would otherwise be required to indemnify the Purchaser Indemnified Parties under this Agreement exceeds $350,000, and in Sections 9.01 such case, they each will be required, jointly and 9.02 shall be subject severally, to indemnify the Purchaser Indemnified Parties for all such Damages in excess of $350,000; provided, that this limitation will not apply to inaccuracies in or breaches of the representations and warranties set forth in Section 4.1, Section 4.2, Section 5.1, Section 5.2, Section 5.3, Section 5.8, Section 5.9, Section 5.20, Section 5.22 (relating solely to the following limitations:Company Leased Property located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Huntsville, Alabama 35805) and Section 5.29, and will not apply to the indemnification obligations under Section 9.2(b) and Sections 9.3(b) through (j). (ib) The Stockholders shall not Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount of Damages for which the Company, the Significant Shareholders and the Shareholders (pursuant to Section 9.8(a)) will be obligated to pay any amounts indemnify the Purchaser Indemnified Parties pursuant to Section 9.2(a) or Section 9.3(a) will be $6,500,000; provided, that this limitation will not apply to inaccuracies in or breaches of the representations and warranties set forth in Section 4.1, Section 4.2, Section 5.1, Section 5.2, Section 5.3, Section 5.9, Section 5.20, Section 5.22 and Section 5.29, and will not apply to the indemnification obligations under Section 9.2(b) and Sections 9.3(b) through (j); provided, further, that the maximum amount of Damages for which the Company and the Significant Shareholders (in the aggregate) will be obligated to indemnify the Purchaser Indemnified Parties pursuant to Section 9.2 and Section 9.3 will be equal to the aggregate Merger Consideration received collectively by the Significant Shareholders. (c) The amount of Damages for which a Purchaser Indemnified Party may be entitled to seek indemnification under this Article IX arising out Agreement will be reduced by the amount of any Losses based upon, arising out of insurance proceeds or otherwise in other payment from a third party actually received by Purchaser or the Company or tax benefits enjoyed with respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closingsuch matter for which indemnification is sought under this Agreement. (iid) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out All of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph Agreement shall be interpreted to avoid requiring the Shareholders (ii), be liable is whether out of the Escrow Fund or directly) to pay (or incur a reduction in the aggregate Merger Consideration) more than once for the same item or loss. For the avoidance of doubt, if, for example, the Estimated Closing Adjustment is greater than the Closing Adjustment reflected on the Final Statement and the Escrow Agent pays the amount of $100,000such excess to Purchaser pursuant to Section 2.4, and 1% of then the Purchase Price is $70,000, the Stockholders would then Purchaser Indemnified Parties shall not be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply entitled to any breach of any representations and warranties of which any party had actual Knowledge at any time prior be indemnified under this ARTICLE IX to the date on which extent of such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesexcess.

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

Limitations on Indemnification. The indemnification Subject to Section 12.09 and except as otherwise provided for in Sections 9.01 and 9.02 herein, Seller shall be subject have no Liability to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts Purchaser Indemnified Parties for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing pursuant to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate indemnification payments, exclusive of the Basket Exclusions, equals amount equal to one percent (1%) of the Final Purchase Price (the "Basket “Threshold Amount")”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, whereupon GRShowever, or the Company and Stockholders, as the case may be, that no indemnity shall be obligated recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to pay any indemnification payments, including individual item or matter unless the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $thereof exceeds US$100,000, and 1% if such amount is not exceeded, then none of the Purchase Price is $70,000Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This limitations on indemnification set forth in this Section 9.04(ii12.06(a) will shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of any the representations and warranties of which any party had actual Knowledge at any time prior contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to the date on which such representation and warranty is made Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breaches5.17 (Tax Matters).

Limitations on Indemnification. The indemnification (a) An indemnifying party shall not have any liability under Section 8.2(a)(i), Section 8.2(a)(ii) or Section 8.2(b)(i) hereof unless the aggregate amount of Losses incurred by the indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds $150,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay only such Losses that exceed the Basket; provided for that the Basket limitation shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 9.01 3.1 (Authorization of Agreement), 3.3 (Ownership and 9.02 shall be subject to Transfer of Shares), 3.5 (Financial Advisors), the following limitations:first sentence of 4.1 (Organization and Good Standing), 4.2 (Authorization of Agreement), 4.4 (Capitalization), 4.5 (Subsidiaries), 4.10 (Taxes), 4.26 (Financial Advisors), the first sentence of 5.1 (Organization and Good Standing), 5.2 (Authorization of Agreement) and 5.6 (Financial Advisors) hereof. (ib) The Selling Stockholders shall not be obligated have any liability to pay any amounts Person under Section 8.2(a)(i) or Section 8.2(a)(ii) for indemnification under this Article IX arising out an aggregate amount of any Losses exceeding the then remaining portion of the Indemnity Escrow Amount in connection with Losses based upon, arising out of or otherwise in respect resulting from the failure to be true and correct of any inaccuracy of the representations or breach disclosed warranties of the Selling Stockholders or the Company set forth in writing Articles III and IV or those matters set forth on Schedule 8.2(a), or in any certificate delivered pursuant hereto, Selling Stockholder Document or Company Document, and the Purchaser Indemnified Parties’ sole source for satisfaction of indemnification claims relating to GRS and specifically waived in writing such Losses shall be the then remaining portion of the Indemnity Escrow Amount held by GRS prior the Escrow Agent pursuant to the ClosingEscrow Agreement; provided that the foregoing limitations shall not apply with respect to Losses related to the failure to be true and correct of any of the representations or warranties contained in Sections 3.1 (Authorization of Agreement), 3.3 (Ownership and Transfer of Shares), 3.5 (Financial Advisors), the first sentence of 4.1 (Organization and Good Standing), 4.2 (Authorization of Agreement), 4.4 (Capitalization), 4.5 (Subsidiaries), 4.10 (Taxes), and 4.26 (Financial Advisors), or to claims of, or causes of action arising from, fraud or claims or causes of action to the extent seeking equitable relief. (iic) Neither GRSNotwithstanding anything herein to the contrary, the Company nor maximum aggregate amount recoverable by the Purchaser Indemnified Parties from the Selling Stockholders in accordance with this Article VIII shall be obligated an amount equal to pay the Purchase Price. (d) For purposes of calculating Losses hereunder, but not for determining whether a breach has occurred, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (e) Except with respect to damages awarded in a Third Party Claim, no indemnifying party shall be liable to any indemnified party for any special, indirect, consequential, contingent, speculative, punitive or exemplary damages. (f) The amount of any Losses indemnifiable by any indemnifying party to any indemnified party pursuant to this Article VIII will be reduced to reflect any amount actually recovered by the indemnified party under insurance policies or otherwise with respect to such Losses (including amounts for indemnification recovered under this Article IXVIII). The amount of any Losses for which an indemnification payment is due under this Agreement shall be reduced if and to the extent such Losses were included in the calculation of the Closing Working Capital. (g) From and after the Closing, except those based uponnotwithstanding anything to the contrary set forth herein or in any document contemplated hereby, the indemnification provisions of this Article VIII shall be the sole and exclusive remedies of the Purchaser Indemnified Parties and Selling Stockholder Indemnified Parties for monetary damages arising or resulting from any breach of the representations or warranties or nonperformance of or default under the covenants and agreements contained in this Agreement or any document contemplated hereby, or any other claims for damages or liabilities arising in connection with the transactions contemplated hereby and thereby (other than claims or causes of action to the extent seeking equitable relief); provided, however, that nothing contained in this Agreement shall relieve or limit the Liability of any party from any Losses arising out of or otherwise resulting from such party’s fraud in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (connection with the "Basket Exclusions"), until the aggregate indemnification payments, exclusive transactions contemplated by this Agreement. In furtherance of the Basket Exclusionsforegoing, equals one percent except as expressly contemplated by this Article VIII, each party hereby waives, on behalf of itself and each other Purchaser Indemnified Party and Selling Stockholder Indemnified Party, as applicable, to the fullest extent permitted under applicable Law, except in the case of fraud, any and all rights, claims and causes of action it may have for monetary damages arising under or based upon any Law, or any Educational Law, under this Agreement or any document contemplated hereby, or otherwise relating to the subject matter of this Agreement or any document contemplated hereby. (1%h) Notwithstanding any provision in this Agreement to the contrary, each of the Purchase Price (the "Basket Amount"), whereupon GRS, or Selling Stockholders hereby irrevocably waives any and all claims and right to recourse against the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply with respect to any misrepresentation or breach of any representations representation, warranty or indemnity, or noncompliance with any conditions, covenants or agreements, given or made by the Company in this Agreement, the Selling Stockholder Documents, Company Documents, Purchaser Documents or any other agreements and warranties of which any party had actual Knowledge at any time prior documents executed or to be executed in order to consummate the transactions contemplated by this Agreement, in each case, except to the date on which such representation and warranty is made extent to be performed after the Closing. The Selling Stockholders shall not be entitled to contribution from, subrogation to or any intentional breach by any party of any covenant or obligation, and GRS or recovery against the Stockholders, as the case may be, will be jointly and severally liable for all damages Company with respect to such breachesany Losses of the Selling Stockholders that may arise under or pursuant to this Agreement, the Selling Stockholder Documents, Purchaser Documents, Company Documents or any other agreements and documents executed or to be executed by the parties in connection herewith, in each case, except to the extent to be performed after the Closing.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to Notwithstanding the following limitations: foregoing provisions of this Article VII, (i) The Stockholders shall not be obligated except with respect to pay any amounts for indemnification under this Article IX arising out breaches of any Losses based upon, arising out of Section 2.02 or otherwise in respect of any inaccuracy or breach disclosed in writing Section 2.05 (as to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph subclause (iii) shall not apply) neither Parent nor Seller shall be responsible, pursuant to Section 7.02(i) or Section 7.02(ii), be liable is in the aggregate amount for any Losses suffered by any Purchaser Indemnitee arising out of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any a breach of any of Parent's or Seller's representations and or warranties of which any party had actual Knowledge at any time or covenants to be performed prior to Closing unless a claim therefor is asserted in writing within one year after the date on Closing Date, failing which such representation claim shall be waived and warranty is made or any intentional breach by any party of any covenant or obligationextinguished, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages (ii) except with respect to breaches of Section 2.02 or Section 2.05 (as to which the provisions of this subclause (ii) shall not apply) neither Parent nor Seller shall be liable, pursuant to Section 7.02(i) or Section 7.02(ii) for any Losses suffered by any Purchaser Indemnitee arising out of a breach of any of Parent's or Seller's representations or warranties or covenants to be performed prior to Closing, in each case for (x) any Losses suffered by any Purchaser Indemnitee unless the aggregate of all Losses suffered by the Purchaser Indemnitees exceeds, on a cumulative basis, an amount equal to $5,050,000, and then only to the extent of any such breaches.excess or (y) any individual items where the Loss relating thereto is less than $50,000 (and such items shall not be aggregated for purposes of the immediately preceding clause (x)), (iii) except with respect to breaches of

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders Notwithstanding anything to the contrary set forth in this Agreement, (A) nothing set forth in this ARTICLE 8 or elsewhere in this Agreement shall limit the liability of the Company for any breach of this Agreement if the Merger is not be obligated to pay consummated, and (B) nothing set forth in this ARTICLE 8 or elsewhere in this Agreement shall limit the liability of any amounts Indemnifying Party for indemnification any other claims or causes of action under this Article IX applicable law arising out of fraud or intentional misrepresentation by the Company (or any Losses based uponof its agents) in connection with this Agreement or the transactions contemplated hereby (other than Indemnification Claims pursuant to Section 8.2(a)(ix), arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing which are addressed by GRS prior to the ClosingSection 8.2(c)(iv)). (ii) Neither GRSNotwithstanding anything to the contrary set forth in this Agreement, if the Merger is consummated, (A) the Escrow Fund shall be the Parent Indemnified Parties sole and exclusive security and source of recovery for any Indemnification Claims under and pursuant to clause (i), and clauses (iv)–(viii) of Section 8.2(a), inclusive, and (B) the Parent Indemnified Parties shall not be entitled to recover any Damages in respect of any Indemnification Claims under or pursuant to clause (i), and clauses (iv)–(viii) of Section 8.2(a), inclusive, in the aggregate, in excess of the funds held in the Escrow Fund; provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the preceding restrictions set forth in this Section 8.2(c)(ii) shall not in any way limit or otherwise restrict any right in respect of any Indemnification Claims under or pursuant to clauses (ii), (iii) or (ix) of Section 8.2(a), or any other claims or causes of action under applicable law arising out of fraud or intentional misrepresentation by the Company nor (or any of its agents) in connection with this Agreement or the Stockholders transactions contemplated hereby (other than Indemnification Claims pursuant to Section 8.2(a)(ix), which are addressed by Section 8.2(c)(iv)). (iii) Notwithstanding anything to the contrary set forth in this Agreement, if the Merger is consummated, the Parent Indemnified Parties shall not be obligated entitled to pay recover any amounts Damages from any Indemnifying Party in respect of any Indemnification Claims under or pursuant to clause (ii) of Section 8.2(a), in the aggregate, in excess of an amount equal to fifty percent (50%) of the Final Adjusted Merger Consideration actually received by such Indemnifying Party; provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the preceding restrictions set forth in this Section 8.2(c)(iii) shall not in any way limit or otherwise restrict any right in respect of any Indemnification Claims under or pursuant to clause (i) and clauses (iii)–(ix) of Section 8.2, inclusive, or any other claims or causes of action under applicable law arising out of fraud or intentional misrepresentation by the Company (or any of its agents) in connection with this Agreement or the transactions contemplated hereby (other than Indemnification Claims pursuant to Section 8.2(a)(ix), which are addressed by Section 8.2(c)(iv)). (iv) Notwithstanding anything to the contrary set forth in this Agreement, if the Merger is consummated, the Parent Indemnified Parties shall not be entitled to recover any Damages from any Indemnifying Party in respect of any Indemnification Claims under or pursuant to clauses (iii) and (ix) of Section 8.2(a), in the aggregate, in excess of an amount equal to the Final Adjusted Merger Consideration actually received by such Indemnifying Party; Table of Contents provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the preceding restrictions set forth in this Section 8.2(c)(iv) shall not in any way limit or otherwise restrict any right in respect of any Indemnification Claims under or pursuant to clauses (i) and (ii) and clauses (iv)–(viii) of Section 8.2, inclusive, or any other claims or causes of action under applicable law arising out of fraud or intentional misrepresentation by the Company (or any of its agents) in connection with this Agreement or the transactions contemplated hereby (other than Indemnification Claims pursuant to Section 8.2(a)(ix), which are addressed by the first clause of this Section 8.2(c)(iv)). (v) Notwithstanding anything to the contrary set forth in this Agreement, the Parent Indemnified Parties shall not be entitled to recover any Indemnification Claims under or pursuant to clauses (i) of Section 8.2(a) unless and until all Damages directly or indirectly paid, sustained or incurred against by the Parent Indemnified Parties (or any of them) exceeds One Million, Five Hundred Thousand Dollars ($1,500,000) (the “Damage Threshold”) in the aggregate, and if the aggregate of all Damages directly or indirectly paid, sustained or incurred against by the Parent Indemnified Parties (or any of them) exceeds the Damage Threshold, then the Parent Indemnified Parties shall only be entitled to indemnification for all such Damages in excess of the Damage Threshold; provided, however, that notwithstanding the foregoing, the preceding restriction set forth in this Section 8.2(c)(v) shall not in any way limit or otherwise restrict any right in respect of Indemnification Claims pursuant to clauses (ii)–(ix) of Section 8.2(a), inclusive, or any other claims or causes of action under applicable law arising out of fraud or intentional misrepresentation by the Company (or any of its agents) in connection with this Agreement or the transactions contemplated hereby (other than Indemnification Claims pursuant to Section 8.2(a)(ix), which are addressed by Section 8.2(c)(iv)). (vi) In the event that any Parent Indemnified Party is entitled to receive indemnification under this Article IX8 from the Indemnifying Parties, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) then each Indemnifying Party shall be responsible and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive liable only for its pro rata portion of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000such indemnification obligation, and 1% calculated based on the amount of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior Final Adjusted Merger Consideration received by each such Indemnifying Party relative to the date on which such representation and warranty is made or any intentional breach total Final Adjusted Merger Consideration received by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesIndemnifying Parties.

Limitations on Indemnification. The indemnification (a) An indemnifying party shall not have any liability under Section 8.2(a)(i) hereof unless the aggregate amount of Losses incurred by the indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds $1,000,000 (the “Rep Basket”) and, in such event, the indemnifying party shall be required to pay only the amount of such Losses in excess of $250,000 (the “Rep Deductible”); provided for that the Rep Basket and Rep Deductible limitations shall not apply to Losses related to breaches of representations and warranties as set forth in Sections 9.01 3.1 (Organization), 3.2 (Authorization), 3.4 (Ownership), 3.6 (Financial Advisors), 4.1 (Organization), 4.2 (Authorization), 4.4 (Capitalization), 4.5 (Subsidiaries), 4.10 (Taxes) and 9.02 4.29 (Financial Advisors). (b) The Selling Stockholders shall not have any liability for indemnification under Section 8.2(a)(ii) hereof unless the aggregate amount of Losses incurred by Purchaser Indemnified Parties and indemnifiable thereunder based upon, attributable to or resulting from the breach of any Pre-Closing Covenant on the part of the Company or any Selling Stockholders exceeds $100,000 (the “Covenant Basket”) and, in such event the Selling Stockholders shall be required to pay the amount of such Losses only to the extent of such excess. Notwithstanding any of the foregoing provisions to the contrary, to the extent that any liability for indemnification by the Selling Stockholders based upon, attributable to or resulting from a breach of a Pre-Closing Covenant on the part of the Company or any Selling Stockholders is also covered under this Agreement under indemnification obligations of the Selling Stockholders relating to a breach of a representation or warranty of the Selling Stockholders, then such liability shall be deemed to arise and be incurred pursuant to Section 8.2(a)(i) and, thus, be subject to the following limitations:Rep Basket and Rep Deductible for purposes of the limitations set forth in this Section 8.4. (ia) The Selling Stockholders shall not be obligated required to pay indemnify any amounts for indemnification Person under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii8.2(a)(i) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the 8.2(a)(ii) for an aggregate indemnification payments, exclusive amount of the Basket Exclusions, equals one percent (1%) Losses exceeding an amount equal to $5,000,000 of the Purchase Price (the "Basket Amount"“Cap”); provided that there shall be no Cap with respect to Losses related to breaches of any representations or warranties contained in Sections 3.1 (Organization), whereupon GRS3.2 (Authorization), or 3.4 (Ownership), 3.6 (Financial Advisors), 4.1 (Organization), 4.2 (Authorization), 4.4 (Capitalization), 4.5 (Subsidiaries), 4.10 (Taxes) and 4.29 (Financial Advisors) of this Agreement. (b) Notwithstanding anything herein to the Company and Stockholderscontrary, as (i) no Selling Stockholder, other than the case may beControlling Owner, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" liable for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions obligations in an amount in excess of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% its respective portion of the Purchase Price received (or, in respect of the Indemnity Escrow Amount, receivable) pursuant hereto and (ii) the Trust shall have no liability for indemnification obligations hereunder (c) The amount of any Losses for which indemnification is $70,000provided under this Article VIII shall be net of any (i) amounts actually recovered by the indemnified party pursuant to any indemnification by or indemnification or other agreement with any third party or (ii) insurance proceeds or other cash receipts or sources of reimbursement actually received (in each case, net of any costs of collection or increased premiums relating thereto); provided, however, that clause (ii) shall apply only if the effect of such provision does not constitute an impermissible waiver of the insurer’s rights of subrogation against the indemnifying party. The parties acknowledge and agree that nothing in this Section 8.4(e) shall (i) create an obligation of any party to maintain any form or level of insurance or other arrangements after the Closing, (ii) name any other party as an additional indemnitee, insured or other party or (iii) obtain approval for any waiver of rights of subrogation. (d) For purposes of calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (e) The Selling Stockholders would then be liable shall have no right of contribution or other recourse against the Company or the Subsidiaries or their respective directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any Third (f) Party Claims asserted by Purchaser Indemnified Parties, it being acknowledged and agreed that the covenants and agreements of the Company are solely for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach benefit of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesPurchaser Indemnified Parties.

Limitations on Indemnification. (i) Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made to the Purchaser pursuant to this Agreement, whether from the Escrow Fund or otherwise, until the amounts which the Purchaser would otherwise be entitled to receive as indemnification under this Agreement aggregate at least $250,000, which shall be treated as a reduction of Purchaser's damages. The indemnification provided for provisions set forth in Sections 9.01 5.3(a)(ii), 5.3(a)(iii), 5.3(a)(vii), 5.3(a)(v)(2) and 9.02 5.3(a)(ix) or a claim for "fraud" (as hereinafter defined) shall not be subject to the following limitations: (ilimitations set forth in this Section 5.3(d)(i) The Stockholders and shall not be obligated indemnified to pay any amounts Purchaser dollar for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior dollar to the Closingextent any liability with respect to such matters exists. (ii) Neither GRSThe maximum liability of all Sellers to Purchaser and any and all Indemnified Parties for any claim arising from or relating to this Agreement or the transactions contemplated hereby, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IXwhether asserted as breach of contract, except those based upontort, arising out violation of statute or otherwise in respect of Sections 3.02otherwise, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive irrespective of the Basket Exclusions, equals one percent (1%) theory or basis of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may besuch claim, shall be obligated to pay any indemnification paymentsnot exceed $20,000,000, including the Basket Amountprovided, in full. It is expressly understood that the Basket Amount limitation set forth in this sentence shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to (1) any breach by Sellers of any representations and the representations, warranties or covenants contained in Sections 4.1, 4.2, 4.11, 4.12, 4.15, 4.43, 5.3(a)(ix),7.6 or 7.7 of which any party had actual Knowledge at any time prior to this Agreement, or (2) the date on which such representation and warranty is made or any intentional breach commission of "fraud" by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages Sellers with respect to any matters pertaining to this Agreement and the consummation of the transactions contemplated hereby. For purposes of this Section 5.3(d)(ii), the term "fraud" shall mean the making, by the Company or any Seller, directly or indirectly of any untrue statement of a material fact or the omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; provided, that with respect to this portion of the definition of "fraud", the person making any untrue statement of a material fact or omitting to state a material fact knows such breachesstatement or omission to be untrue when made or omitted. "Knowledge" for purposes of the definition of "fraud" under this Section 5.3(d)(ii) and the last sentence of Section 5.6 shall mean the conscious awareness of such person as to the lack of truthfulness of the statement or omission.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made to the Purchaser Indemnitees arising from breaches of representations or warranties of the Seller under Section 7.3(a)(ii), until the Purchaser Losses, costs and expenses aggregate at least $225,000 (the “Basket Amount”), at which time the Purchaser Indemnitees shall be indemnified to the extent any Purchaser Losses, costs and expenses with respect to such matter exists but only for the amount by which all Purchaser Losses, costs and expenses exceed the Basket Amount, provided, that such limitation shall not be obligated apply to pay any amounts for Purchaser Losses arising from breaches of representations or warranties made in the indemnification under this Article IX arising out provisions set forth in Section 7.3 with respect to Sections 4.1(c), 4.1(d), 4.1(e), 4.1(i), 4.1(t), 4.1(z), 4.1(bb), 5.8, or 8.1 or with respect to a claim of any Losses based upon, arising out of fraud or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing willful misconduct by GRS prior to the ClosingSeller. (ii) Neither GRS, In no event will any Purchaser Indemnitee be entitled to indemnification hereunder for the Company nor amount of any Purchaser Losses for which the Stockholders shall be obligated Purchaser has already been compensated or made whole in the form of a reduction to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price equal to such amount with respect to any such Purchaser Loss. (iii) The aggregate liability of the "Basket Amount")Sellers to Purchaser Indemnitees for indemnification arising from breaches of representations or warranties of the Seller under Section 7.3(a)(ii) shall not exceed $9,140,220, whereupon GRS, or the Company and Stockholders, as the case may be, except that there shall be obligated no limit on the Seller’s aggregate liability to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" Purchaser Indemnitees pursuant to this Article VI for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any Sections 4.1(c), 4.1(d), 4.1(e), 4.1(i), 4.1(t), 4.1(z), 4.1(bb), 5.8 or 8.1, or with respect to a claim of fraud or willful misconduct by the Seller. (iv) In addition, the indemnification obligations of each party under this Section 7.3 relating to breaches of such party’s representations and warranties of which any party had actual Knowledge at any time prior to shall terminate on the date on which such representation the survivability of the representations and warranty is made warranties expires as set forth in Section 7.1 hereof. (v) Notwithstanding any provision contained in this Agreement to the contrary, in not event shall either ALL or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will JMC be jointly and severally liable for all damages with respect to such breachesmore than their respective Pro Rata Ownership Percentage of Purchaser’s Losses as a result of the indemnification obligations under this Section 7.3.

Limitations on Indemnification. (i) No indemnification payment shall be made to the Purchaser, AHI, or their respective directors, officers, employees or agents pursuant to this Agreement, until the amounts which the Purchaser would otherwise be entitled to receive as indemnification under this Agreement aggregate at least $500,000 (the "Deductible"), at which point AHI and/or Purchaser, as applicable, shall be entitled to be indemnified with respect to aggregate Losses in excess of the Deductible. The indemnification provided for provisions set forth in Sections 9.01 and 9.02 5.3(a)(i) (with respect to Section 4.25), 5.3(a)(iii), 5.3(a)(vi), 5.3(a)(viii), 5.6, 5.7 or 7.13(c) or with respect to a claim of fraud by the Seller or the Companies shall not be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under limitations set forth in this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the ClosingSection 5.3(e). (ii) Neither GRSAnything in this Agreement to the contrary notwithstanding, the Company nor the Stockholders no indemnification payment shall be obligated required to pay be made to Purchaser, AHI and their respective directors, officers, employees or agents with respect to a breach by Seller or the Companies of any amounts for representation or warranty set forth herein, in excess of $40,000,000; provided, however, that the foregoing limitation shall not apply to the indemnification provisions set forth in Section 5.3(a)(i) (with respect to Sections 4.25, and 4.30), 5.3(a)(iii), 5.3(a)(vi), 5.3(a)(vii), 5.3(a)(viii), 5.6, 5.7 or 7.13(c) or with respect to a claim of fraud by the Seller or the Companies hereto. (iii) The indemnification obligations of any party to this Agreement under this Article IX, except those based upon, arising out of or otherwise Section 5.3 shall be reduced by any insurance proceeds which the Indemnified Party has received in respect of Sections 3.02such Losses, 3.21, 3.28, 5.22, 5.29, 9.01 costs and expenses. (iiiv) AHI and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated Purchaser hereby waive their rights to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachespunitive damages.

Limitations on Indemnification. The parties’ respective rights to indemnification provided for in Sections 9.01 and 9.02 shall be under this Article VIII are subject to the following limitations: : (ia) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based uponNo Buyer Indemnified Party, arising out of on the one hand, or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to Seller Indemnified Party, on the Closing. (ii) Neither GRSother hand, the Company nor the Stockholders shall be obligated entitled to pay any amounts for indemnification under this Article IX, except those based upon, arising out of hereunder with respect to an Indemnifiable Claim pursuant to Sections 8.2(a)(i) or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii8.2(b)(i), 11.01 and 11.02 and Article IV hereof as applicable (or, if more than one such Indemnifiable Claim is asserted, with respect to all such Indemnifiable Claims) unless the aggregate amount of Damages with respect to such Indemnifiable Claim or Claims of all Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, exceeds $250,000 (the "Basket Exclusions"“Threshold”), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, in which event such Buyer Indemnified Party or the Company and StockholdersSeller Indemnified Party, as the case may be, shall be obligated entitled to pay any indemnification payments, including hereunder for all Damages with respect to all of its Indemnifiable Claims in excess of the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders wouldThreshold, but for subject to the provisions Cap. Furthermore, the maximum aggregate liability of this subparagraph (ii), Seller and Principals with respect to all Indemnifiable Claims pursuant to Section 8.2(a)(i) and the maximum aggregate liability of Buyer with respect to all Indemnifiable Claims pursuant Section 8.2(b)(i) shall each be liable is in the aggregate an amount of $100,000, and 1equal to 10% of the Purchase Price is $70,000(the “Cap”); provided, however, that any Damages with respect to an Indemnifiable Claim of any Buyer Indemnified Party arising from any breach or inaccuracy of any representation and warranty in Sections 4.1 (Organization and Standing), 4.2 (Subsidiaries), 4.3 (Power and Authority), 4.4 (Capitalization), 4.8 (Taxes), the Stockholders would then third sentence of 4.10(a) (Proprietary Rights), the first sentence of 4.11 (Title to Purchased Assets), 4.14 (Brokerage and Finder’s Fees), 4.15 (Employee Benefit Matters) or 4.18 (Accounts Receivable; Inventories) shall not be liable subject to or applied toward the Threshold or the Cap, and such Buyer Indemnified Party shall be entitled to indemnification for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach amount of any representations and warranties of which any party had actual Knowledge at any time prior said Damages without regard to the date on which such representation and warranty is made Threshold or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesCap.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject (a) Notwithstanding anything to the following limitations: (i) The Stockholders contrary herein, the Company shall not be required to indemnify Purchaser or Parent and Purchaser and Parent shall not be obligated to pay any amounts indemnify Company unless and until the aggregate Losses of the Indemnitee exceeds One-Hundred-Fifty Thousand Dollars ($150,000) (the "Threshold"), and if such Losses are exceeded, only the amount of Losses above the Threshold, subject to the other limitations provided herein Agreement provided, however, that Losses arising from the items covered in Sections 1.02(a) (Assumed Liabilities), 1.02(b) (Retained Liabilities), 2.04 (Brokers), 3.17 (Brokers), 4.08 (Expenses; Proration), and 4.10 (Transfer Taxes and Recording Fees) (collectively, the "Exceptional Items") shall not be subject to this Section 7.04(a). (b) The total indemnification obligations of Company in this Agreement shall not exceed, in the collective aggregate for Company, One Million Dollars ($1,000,000.00) (the "Cap"); provided, however, that (i) the Cap shall not apply to items covered in Sections 1.02(b) (Retained Liabilities), 3.08 (Title to Properties), 3.17 (Brokers), 4.08 (Expenses; Proration), and 4.10 (Transfer Taxes and Recording Fees), (the "Company Uncapped Items") and (ii) actual fraud committed by Company, shall not be subject to the Cap and such Damages shall not count towards satisfaction of the Cap. (c) The total indemnification obligations of Purchaser and Parent in this Agreement shall not exceed, in the collective aggregate for Purchaser and Parent, the Cap; provided, however, that (i) the Cap shall not apply to the items covered in Sections 1.02(a) (Assumed Liabilities), 2.04 (Brokers), 4.08 (Expenses; Proration), and 4.10 (Transfer Taxes and Recording Fees) (the "Purchaser Uncapped Items") and (ii) a knowing or intentional misrepresentation by Purchaser or Parent, or actual fraud committed by Purchaser or Parent, shall not be subject to the Cap and such Damages shall not count towards satisfaction of the Cap. (d) The parties hereto shall have no liability to the other parties hereto (for indemnification under this Article IX arising out or otherwise) for the breach of any Losses based upon, arising out of representation or otherwise in respect of any inaccuracy warranty to the extent that such other party had actual knowledge at or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the time of Closing that such representation or warranty was not true at the time of Closing.; provided, however, that Purchaser and Parent shall only be deemed to have actual knowledge in event that Seller can establish with clear and convincing evidence of actual knowledge by any of Anu Acharya, Subash Lingareddy or Sujata Pammi based upon written d▇▇▇▇▇▇▇▇▇▇▇n. (ii▇) Neither GRSExc▇▇▇ ▇▇▇ ▇▇▇▇ons grounded in fraud, the Company nor parties hereto acknowledge and agree, the Stockholders indemnification provisions in this Article VII shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive remedy of the Basket Exclusions, equals one percent (1%) Parties with respect to breaches of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties set forth in this Agreement. As used in this section, fraud shall not include any claims grounded in an allegation that a representation or warranty in this Agreement was false, inaccurate or incomplete. In order to prove fraud, it shall be the burden of which any the party had actual Knowledge at any time prior alleging fraud to establish that the date on which such representation acts alleged were committed intentionally and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or with the Stockholders, as specific intent to defraud the case may be, will be jointly and severally liable for all damages with respect to such breachesother.

Limitations on Indemnification. The indemnification provided (a) Seller shall have no liability pursuant to Section 8.2(a) with respect to Losses for in Sections 9.01 an individual claim or series of related claims if the amount of such Losses does not exceed Thirty-One Thousand Two Hundred and 9.02 shall be subject to the following limitations: 00/100 Dollars (i$31,200.00) The Stockholders (which shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based uponapplied against the Basket); provided, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRShowever, the Company nor the Stockholders that such limitation shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach or inaccuracy of any Seller Fundamental Representation or any Tax Representation or claims based on Fraud by the Seller. (b) Seller shall have no liability pursuant to Section 8.2(a) except to the extent that the aggregate amount of such Losses exceeds an amount equal to One Hundred Ten Thousand Two Hundred Fifty and 00/100 Dollars ($110,250.00) (the “Basket”), and then only in respect of such excess; provided, however, that such limitation shall not apply to any breach or inaccuracy of any Seller Fundamental Representation or any Tax Representation or claims based on Fraud by the Seller. (c) Seller shall have no liability pursuant to Section 8.2(a) in an aggregate amount greater than the Indemnity Escrow Amount; provided, however, that such limitation shall not apply to any breach or inaccuracy of Seller’s representations and warranties in Section 4.19(a), Section 4.19(b)(viii), Section 4.19(d), Section 4.19(p), Section 4.19(x), Section 4.19(y), the second and third sentences of which Section 4.23, any party had actual Knowledge at any time prior to the date on which such representation and warranty is made Seller Fundamental Representation or any intentional Tax Representation or claims based on Fraud by the Seller. (d) Seller shall have no liability pursuant to Section 8.2 in an aggregate amount greater than the Premium; provided, however, that such limitation shall not apply to any breach or inaccuracy of Seller's representations and warranties in Section 4.19(p), for which Seller's liability shall not exceed an aggregate amount equal to $62,400,000; provided, further, that the foregoing limitations shall not apply to claims based on Fraud by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages Seller. (e) Seller shall have no liability pursuant to Section 8.2 with respect to a Loss to the extent such breaches.Loss is otherwise taken into account in the calculation of any adjustment to the Purchase Price pursuant to ARTICLE 3. Section

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

Limitations on Indemnification. The indemnification (a) Notwithstanding anything to the contrary herein, no Indemnitor shall be required to indemnify any Indemnitee unless and until the aggregate Losses of such Indemnitee exceed One-Hundred Thousand Dollars ($100,000) (the “Threshold”), and if such Losses are exceeded, only the amount of Losses above the Threshold, subject to the other limitations provided for herein; provided, however, that Losses arising from the items covered in Sections 9.01 4.06, 5.01(c), 6.04 and 9.02 6.06 shall not be subject to the following limitations:this Subsection 5.04(a). (ib) The Stockholders total indemnification obligations of each Indemnitor in this Agreement shall not be obligated exceed, in the collective aggregate, One Million Five-Hundred Thousand Dollars ($1,500,000) (the “Indemnification Cap”); provided, however, that such Indemnification Cap shall not apply to pay any amounts claims arising from the items covered in Sections 3.01, 3.02, 3.05 and 3.08(c), 4.05, 4.06, 6.06 and Subsections 5.01(c), 5.02(c), 5.02(d) and 5.02(e) (the “Uncapped Items”). (c) The parties hereto shall have no liability to the other parties hereto (for indemnification under this Article IX arising out or otherwise) for the breach of any Losses based upon, arising out of representation or otherwise in respect of any inaccuracy warranty to the extent that such other party had actual knowledge at or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the time of Closing that such representation or warranty was not true at the time of Closing; provided, however, that Buyer shall only be deemed to have actual knowledge in event that Seller provides clear and convincing evidence of actual knowledge by any of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Jeamonod. (iid) Neither GRSExcept in the case of fraud or willful misconduct, the Company nor parties hereto acknowledge and agree, the Stockholders indemnification provisions in this Article V shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive remedy of the Basket Exclusions, equals one percent (1%) Parties with respect to breaches of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior or failure to the date on which such representation and warranty is made or any intentional breach by any party of comply with any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesagreement set forth in this Agreement.

Limitations on Indemnification. The indemnification provided (a) In the case of any matter for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for which a party may seek indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing.V: (ii1) Neither GRS, no Losses shall be indemnifiable under Section 5.1(i) or Section 5.2(i) unless and until the Purchaser Related Parties or the Company nor Related Parties, as the Stockholders shall be obligated case may be, have suffered, incurred, sustained or become subject to pay any amounts for indemnification under this Article IX, except those based upon, arising out of Losses referred to in Section 5.1(i) or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiSection 5.2(i), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions")respectively, until the aggregate indemnification payments, exclusive in excess of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"“Deductible”), whereupon GRSin which case the Indemnified Parties shall be entitled to recover the amount of such Losses in excess of the Deductible; provided, however, that this Section 5.6(a)(1) shall not apply to the failure of any of the representations and warranties of the Company contained in Section 2.1(a), 2.2, 2.3(a), Section 2.4, or Section 2.8 or the failure of any of the representations and warranties of the Purchaser contained in Section 3.1, Section 3.2(a) or Section 3.5 to be true and correct; and (2) no Losses shall be indemnifiable pursuant to Section 5.1(i) or Section 5.2(i) as a result of or arising out of the failure of any of the representations and warranties of the Company and Stockholdersor the Purchaser, as applicable, to be true and correct (other than the case may berepresentations and warranties of the Company contained in Section 2.1(a), 2.2, 2.3(a), Section 2.4, or Section 2.8 and the representations and warranties of the Purchaser contained in Section 3.1, Section 3.2(a) or Section 3.5) if the amount of Losses with respect to such indemnity claim is less than $100,000 (each such claim referred to in this Section 5.6(a)(2) being referred to as a “De Minimis Claim”), and no such De Minimis Claim shall be counted towards the Deductible. (b) In calculating amounts payable to an Indemnified Party, the amount of any indemnified Losses shall be determined without duplication of any other Loss for which an indemnification payment has been made, shall be obligated increased by any net Tax detriment (determined on a with and without basis) actually incurred by an Indemnified Party or its Affiliates or its direct and indirect partners, as a result of the receipt or accrual of the indemnification payment required to pay be made hereunder in respect of such Losses and shall be computed net of (i) payments actually recovered by the Indemnified Party under any insurance policy with respect to such Losses or pursuant to any contribution rights, (ii) any amounts actually recovered by the Indemnified Party from any Person with respect to such Losses (including pursuant to any indemnification paymentsagreement or arrangement with any third party) and (iii) any net Tax Benefit (determined on a with and without basis) actually realized by the Indemnified Party or its Affiliates or its direct and indirect partners, in each of clauses (i), (ii) and (iii), calculated net of any out-of-pocket documented reasonable expenses related to the receipt of such recovery, including the Basket Amount, in full. It is expressly any incremental insurance premium costs (it being understood that the Basket Amount shall serve as a "trigger" for indemnification with respect to (i) and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is each Indemnified Party shall use its reasonable best efforts to pursue all available insurance recoveries and indemnification). For the purposes hereof, “Tax Benefit” shall mean any refund of Taxes paid or credit of or reduction in the aggregate amount of $100,000, and 1% of Taxes which otherwise would have been paid in the Purchase Price is $70,000, year such Losses were incurred or in the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesfollowing year.

Limitations on Indemnification. The (a) Notwithstanding any other provision in this Agreement to the contrary, but subject to this Section 7.3(a), neither the Seller Parties, on the one hand, nor the Buyer, on the other hand, shall be liable to indemnify any Indemnitee until the aggregate of all claims for which indemnity is required to be made hereunder by the Seller Parties, on the one hand, or the Buyer, on the other hand, exceeds $150,000 (the “Threshold”), in which case the Seller Parties, on the one hand, or the Buyer, on the other hand, shall indemnify the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, for all Losses without regard to the Threshold; provided, that, the Threshold shall not apply to any claim for indemnification provided to the extent such claim is based upon (1) a breach of any Fundamental Representation, (2) Losses for in indemnification claims pursuant to Sections 9.01 and 9.02 7.1(a)(ii), (iii), (iv), (v), (vi), or (vii), or Sections 7.1(b)(ii) or (iii), or (3) to the extent such claim is based upon fraud, intentional misrepresentation or willful misconduct. For the avoidance of doubt, claims for indemnification pursuant to Section 7.1(a)(ii) for a breach of the Restrictive Covenant Agreement shall not be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the ClosingThreshold. (iib) Neither GRSNotwithstanding any other provision in this Agreement to the contrary, but subject to this Section 7.3, the Company nor maximum liability that either the Stockholders Buyer, on one hand, or the Seller Parties, on the other hand, shall be obligated have to pay any amounts Indemnitee, with respect to all claims for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) hereunder shall not exceed 40% of the Purchase Price (the "Basket Amount"“Cap”); provided, that, the Cap shall not apply to any claim for indemnification to the extent such claim is based upon (1) a breach of any of the Fundamental Representations, (2) Losses for indemnification claims pursuant to Sections 7.1(a)(ii), whereupon GRS(iii), (iv), (v), (vi), or (vii), or Sections 7.1(b)(ii) or (iii), or (3) to the extent such claim is based upon fraud, intentional misrepresentation or willful misconduct. For the avoidance of doubt, claims for indemnification pursuant to Section 7.1(a)(ii) for a breach of the Restrictive Covenant Agreement shall not be subject to the Cap. Notwithstanding any other provision in this Agreement to the contrary, but subject to this Section 7.3, the maximum liability that either the Buyer, on one hand, or the Company and StockholdersSeller Parties, as on the case may beother hand, shall be obligated have to pay any indemnification paymentsIndemnitee, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" with respect to all claims for indemnification and hereunder with respect to a breach of any of the Fundamental Representations shall not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1exceed 100% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesPrice.

Limitations on Indemnification. The indemnification provided for Notwithstanding anything in Sections 9.01 and 9.02 shall be subject this ------------------------------ Agreement to the following limitationscontrary: (ia) The Stockholders An indemnifying party shall not be obligated to pay have any amounts for indemnification liability under this Article IX arising out of any Losses based uponSection 7.1(a)(i), arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii)) or Section 7.1(b)(i) and (ii) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, 11.01 attributable to or resulting from the failure of any representation or warranty to be true and 11.02 correct, other than the representations and Article IV hereof warranties set forth in Sections 4.2, 4.3, 4.7, 4.11, 4.26, 5.2 and 5.6 hereof, exceeds $250,000 (the "Basket ExclusionsBasket") and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of $250,000 (the "Deductible"). The maximum amount of Losses and Expenses, until in the aggregate indemnification paymentstogether with all other Losses and Expenses, exclusive of which either the Basket ExclusionsSellers, equals one in the aggregate, or the Purchaser shall be liable hereunder shall not exceed fifty percent (150%) of the Purchase Price Price, as adjusted pursuant hereto. (b) Except with respect to the "Basket Amount"Employment Agreements, the Non-Competition Agreements and the Consulting Agreement, neither the Purchaser nor the Sellers shall have any liability or responsibility in any manner whatsoever to the other whether for indemnification or otherwise with respect to any matter arising out of or in connection with this Agreement or any instrument or document delivered in connection herewith and Article VII hereof provides the exclusive remedy and cause of action of the Seller Indemnified Parties and the Purchase Indemnified Parties against the Purchaser and the Sellers, respectively, with respect to any matter arising out of or in connection with this Agreement or any instrument or document delivered in connection herewith. (c) With respect to the incurrence of any Losses and Expenses indemnifiable hereunder and dealing with any Claim indemnifiable hereunder under Section 7.4 hereof, the Purchaser and each of the Sellers as Indemnified Parties agree to act as would a reasonable and prudent person to whom no indemnity were available. The Purchaser shall, and shall cause the Company to, allow the Sellers and their representatives access at all reasonable times during normal business hours to the records and files, correspondence, audits and properties reasonably pertaining or relating to any Claim as the Sellers or their representatives may request. (d) Neither the Purchaser nor the Sellers shall have any liability for any Losses or Expenses otherwise indemnifiable hereunder with respect to which a Notice of Claim is not delivered to the indemnifying party no later than, with respect to any Claim relating to Section 4.2, 4.3, 4.7, 4.11, 4.26, 5.2 or 5.6 hereof, thirty (30) days after the date on which the applicable statute of limitations would have run, with respect to any Claim relating to Section 4.20 or 7.1(a)(iii) hereof, thirty (30) days after the three (3) year anniversary of the Closing Date, and, with respect to any other representation, warranty, covenant or agreement, thirty (30) days after the eighteen (18) month anniversary of the Closing Date. (e) The amount of any Losses and Expenses indemnifiable hereunder shall be reduced by the amount of (i) any tax benefits actually realized (taking into account Purchaser's loss of any tax benefit as a result of the Election) by the Purchaser Indemnified Parties or the Seller Indemnified parties, as applicable, (ii) insurance proceeds net of premium increases reasonably anticipated to result therefrom and (iii) proceeds or amount from third parties (regardless of when received but only if actually received), whereupon GRSin each case of clauses (i), (ii) and (iii) in connection with or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification result of such Losses and not as a "deductible" Expenses. (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(iif) will not apply The Sellers shall no liability with respect to any breach of any representations and warranties of which representation or warranty in this Agreement or in any party had actual Knowledge at any time prior instrument or document delivered pursuant to this Agreement to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or extent (but only to the Stockholders, as extent) that the case may be, will be jointly and severally liable for all damages adjustments to the Purchase Price set forth in Article II hereof cover the same subject matter. (g) The Sellers shall have no liability with respect to such breachesany breach of Section 4.2 hereof relating to the Employment Agreements, the Non-Competition Agreements or the Consulting Agreement, provided that this Section 7.2(g) shall not limit, modify or otherwise affect in any manner the rights and remedies of the parties to the Employment Agreements, the Non-Competition Agreements and the Consulting Agreement as provided therein.

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

Limitations on Indemnification. The indemnification (a) Notwithstanding anything to the contrary contained herein, except as provided for in Sections 9.01 and 9.02 this Section 5.3, no Indemnified Party shall be subject entitled to the following limitations: (i) The Stockholders shall not be obligated receive an indemnification payment with respect to pay any amounts for indemnification under Claim or Claims specified in this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to 5 unless the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRSClaim, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of all Claims made by the Indemnified Party hereunder, equals or exceeds $100,000, and 1% 100,000 (in which case all of such Claim or Claims back to the Purchase Price is $70,000first dollar will be recoverable). (b) Subject to Section 5.3(c), the Stockholders would then be liable for total amount of indemnification payments that: (i) the entire $100,000 and not just $30,000). This Members can receive pursuant to Section 9.04(ii5.1(b) will not apply to any breach resulting from breaches of any representations and warranties of which any party had actual Knowledge at any time Parent and/or Cocrystal shall be limited to issuance of 26,000,000 shares of Parent Common Stock; and (ii) Parent can receive pursuant to Section 5.1(a) resulting from breaches of representations and warranties of RFSP shall be limited to 26,000,000 shares of Parent Common Stock, (or the equivalent number of shares of Parent Series A prior to conversion). For the date avoidance of doubt, any action seeking indemnification by Members pursuant to Article V may be initiated by or on which such representation behalf of Members holding at least a majority of the shares of Parent Series A held by all Members; and warranty is made provided, further, if the Parent Series A has been converted or otherwise reclassified to Parent Common Stock or any intentional breach other securities, by any party or on behalf of Members holding at least a majority of the shares of Common Stock or such other securities held by all Members. Any recovery on the account of any covenant indemnification including the additional shares of Parent Common Stock issued or obligation, issuable hereunder shall be applied and GRS allocated ratably to all Members based on their proportional ownership interest in the Merger Consideration initially issued to the Members. (c) The limitation set forth in Section 5.3 (b) above shall not apply to: (i) inaccuracies in or breaches of any of the Stockholders, as Specified Representations; or (ii) in the case may beof common law fraud. “Specified Representations” shall mean the representations and warranties set forth in Sections 3.1, will be jointly 3.3, 4.1 and severally liable for all damages with respect to such breaches4.3.

Limitations on Indemnification. The (a) Subject to the following sentence, the Purchaser may not recover Losses from the Indemnitors in respect of any claim for indemnification provided under Section 8.3(a)(1) unless and until Losses have been incurred, paid or properly accrued in an aggregate amount greater than $250,000 (the “Indemnification Threshold”). Notwithstanding the foregoing sentence, the Purchaser will be entitled to recover for, and the Indemnification Threshold will not apply to, any Losses with respect to any breach of or inaccuracy in any representation or warranty made in Section 2.2, Section 2.3, Section 2.8, Section 2.10, Section 2.13, Section 2.22, Section 2.23 or Article 3 (the “Fundamental Representations”). Once the Indemnification Threshold has been exceeded, the Purchaser will be entitled to recover for all Losses without regard to the Indemnification Threshold, but otherwise subject to this Article 8. For the avpoidance of doubt, any Loss that is due to fraud, intentional misrepresentation, bad faith or intentional misconduct by the Company or any of its directors or officers or any Indemnitor shall not be subject to the limitations set forth in Sections 9.01 and 9.02 shall this Section 8.4. (b) Recovery by the Purchaser of their Losses in aggregate will be subject to the following limitations: (i1) With respect to Losses claimed under clause (1) of Section 8.3(b), Purchaser shall recover all of its Losses directly from the Indemnitor making the representation or warranty, up to a maximum of the Purchase Price received by it pursuant to Section 1.2(d) and Section 1.6. (2) With respect to Losses claimed as a result of breaches of or inaccuracies in any representation or warranty of the Shareholders or Losses claimed under Section 8.3(a)(1), Purchaser may recover its Losses solely through retention of Holdback Shares with an aggregate Deemed Share Value equal to such Losses and only to the extent a claim for such Losses is made prior to the expiration of the Holdback Period. (3) With respect to Losses claimed under clauses (2) or (3) of Section 8.3(b), Purchaser shall recover all of its Losses directly from the Shareholder that is in default thereunder, without limitation. (c) Except as otherwise required by applicable Law, the parties shall treat any indemnification payments made hereunder as an adjustment to the Purchase Price for accounting and Tax purposes. (d) No Indemnitor will have any right of contribution, right of indemnity or other right or remedy against Purchaser in connection with any indemnification obligation or any other liability to which such Indemnitor may become subject under or in connection with this Agreement. (e) The Stockholders Shareholders shall not be obligated to pay any amounts for indemnification liable under this Article IX Agreement in respect of: (i) Any individual claim (or a series of claims arising out of any Losses based upon, arising out of from substantially identical facts or otherwise circumstances) where the liability agreed or determined in respect of any inaccuracy such claim or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing.series of claims does not exceed 50,000 Dollars; (ii) Neither GRSAny claim unless notice in writing, accompanied by reasonable particulars thereof specifying the nature of the claim and, as far as practicable, the Company nor amount of the Stockholders shall be obligated claim, has been given to pay any amounts for indemnification under this Article IX, except those based upon, arising out the Representative without delay and at the latest within sixty (60) days from the date when the Purchaser became aware of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and the circumstances giving rise to the claim; (iii)) A liability, 11.01 which is contingent, unless and 11.02 until such contingent liability becomes an actual liability and Article IV hereof (the "Basket Exclusions")is due and payable, until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood provided that the Basket Amount foregoing shall serve as in no way restrict or prevent the Parent from making a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages claim with respect to a contingent liability or retaining Holdback Shares in the amount of any potential Loss associated with a contingent liability; (iv) A claim which occurs as a result of the passing of any legislation not in force at the signing date of this Agreement, or which takes effect retroactively, or occurs as a result of any increase in the tax rate in force on the date of this Agreement or any change in the generally established practise of the relevant tax authorities; (v) A claim which is actually recovered under an insurance policy; or (vi) A claim which would not have arisen but for an act, omission or transaction carried out by the Purchaser or Parent, or persons deriving title from the Purchaser or Parent or any of the Company or any of the Subsidiaries after the Closing Date, other than such breachesacts, omissions or transactions as are carried out in good faith or on an uninformed basis with respect to the likelihood that the claim would arise.

Limitations on Indemnification. The indemnification provided No Party, including for this purpose, the Seller, shall have the right to assert a claim for indemnity with respect to Damages, unless the aggregate amount of Damages for all Claims shall exceed US$40,000 (the “Basket Amount”), and then the indemnifying Party shall be responsible for the full amount of such Damages (including the Basket Amount) up to the maximum aggregate amount specified in Section 9.3.1 below. 9.3.1 Seller’s maximum aggregate Liability for Damages with respect to all of the matters described in Sections 9.01 9.1.1(a) and 9.02 shall (c) will be limited to: (a) for the first two (2) years after the Closing, twenty percent (20%) of Qualified Purchase Price for all representations and warranties other than Section 4.21 (Intellectual Property); (b) for the first two (2) years after the Closing, an aggregate, when combined with the maximum liability in clause (a), of thirty percent (30%) of the Qualified Purchase Price for the representations and warranties in Section 4.2.1 (Intellectual Property); and (c) for the first three (3) years after the Closing, one hundred percent (100%) of the Qualified Purchase Price for the Fundamental Representations (collectively, the “Seller’s Cap”); provided, however, that any claim relating to fraud, willful misconduct, or fraudulent breach of any representation or warranty by the Seller will not be subject to Seller’s Cap. For the following limitationsavoidance of doubt, the Seller’s Cap with respect to the matters described in clause (a) above shall continue to apply to claims initiated during the two-year period. At the end of the second year after the Closing, if no payments have been made and/or no legal proceedings have been initiated (unless such proceedings have been denied or withdrawn) in respect of claims under clause (a) or (b) above, the Seller’s Cap with respect to the representations and warranties in Section 4.21 (Intellectual Property) shall be reduced to twenty percent (20%) for years 3 and 4 after the Closing; provided, however, that if any payments have been made and/or legal proceedings have been initiated (unless such proceedings have been denied or withdrawn) in respect of claims under clause (a) or (b) above in an amount less than twenty percent (20%) of the Qualified Purchase Price, the reduction in the Seller’s Cap for clause (b) shall be proportionately adjusted to give a cap as close to 20% as possible; provided further, that if 10% or less of the Seller’s Cap is left, no reduction by virtue of this Section 9.3.1 shall be made to the Seller’s Cap with respect to the representations and warranties in Section 4.21 (Intellectual Property). For the avoidance of doubt, the reductions by virtue of this Section 9.3.1 are in addition to all reductions that shall be made to the Seller’s Cap in order to take into account the amount of any Damages actually paid for claims under Sections 9.1.1(a) and (c). At the end of the third year after the Closing, if no payments have been made and/or no legal proceedings have been initiated (unless such proceedings have been denied or withdrawn) in respect of claims under clause (c), the Seller’s Cap with respect to the Fundamental Representations shall be reduced to fifty percent (50%) for years 4, 5, 6 and 7 after the Closing; provided, however, that if any payments have been made and/or no legal proceedings have been initiated (unless such proceedings have been denied or withdrawn) in respect of claims under clause (c), no reduction of such Seller’s Cap shall occur. 9.3.2 Notwithstanding anything herein to the contrary, it is hereby agreed as follows: (ia) The Stockholders maximum aggregate Damages under clauses (a), (b) and (c) of Section 9.3.1 above (as may be reduced pursuant to Section 9.3.1 above, if applicable) are not cumulative, and hence the maximum aggregate Liability for Damages under each such clause shall not be obligated to pay any amounts for indemnification under this Article IX arising out reduced by the amount of any Losses based upon, arising out of or otherwise and all Damages paid in respect of any inaccuracy or breach disclosed and all matters described in writing to GRS Sections 9.1.1(a) and/or (c) and specifically waived shall be determined, in writing by GRS prior to each case, after taking into account all previous Damages paid in respect of any and all matters described in Sections 9.1.1(a) and/or (c), the ClosingSeller’s Cap and the survivability limitations. (iib) Neither GRS, The maximum aggregate Liability of the Company nor the Stockholders shall be obligated to pay any amounts Seller for indemnification under this Article IX, except those based upon, arising out of or otherwise Damages in respect of any and all matters described in Sections 3.029.1.1(a) and/or (c) shall not exceed 100% (or 50%, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%as applicable) of the Qualified Purchase Price Price, except that any claim resulting from fraud by the Seller shall not be subject to such maximum aggregate Liability. 9.3.3 If the Parent and/or Buyers received insurance proceeds, indemnification, contribution payments or other reimbursements from any third party in respect of any Damage incurred by them hereunder (collectively, the "Basket Amount"“Third Parties Proceeds”), whereupon GRS, or then the Company and Stockholders, as the case may be, net amount of such Third Parties Proceeds shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is taken into account in the aggregate amount calculation of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesDamages.

Limitations on Indemnification. The indemnification provided for Notwithstanding any provision contained in Sections 9.01 and 9.02 this Section 7 to the contrary, no Indemnitee shall be subject entitled to assert any claim for indemnification in respect of breach(es) of representations and warranties under Sections 6.1, 7.2 or 7.3 hereof until such time as all claims for indemnification by such Person (and all related Indemnitees) hereunder shall exceed $35,000 (the following limitations: "Basket"), such Basket being deducted from any claim for indemnification; provided, however, that the aggregate dollar amount of Purchaser's, the Sellers' and CSS Parties' indemnification obligations hereunder may not exceed $3,000,000 (the "Claims Limitation"), except (i) The Stockholders if the Indemnifying party shall not be obligated have provided information to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of Purchaser or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and StockholdersCSS Parties, as the case may be, shall be obligated to pay in connection herewith or made any indemnification paymentsrepresentation or warranty contained herein that, including in either case, was fraudulent or made in bad faith or (ii) for breaches of Section 8 hereof, in either of which event neither the Basket Amountnor the Claims Limitation shall apply. In addition, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to Section 1.4, or any breach(es) of the representations, warranties and agreements contained in Sections 3.1(a), 3.1(c), 3.1(p), 3.1(q), 3.1(v) and 3.2(b) hereof. For purposes of this Section 7 only, the calculation of Losses arising out of a party's breach of a representation or warranty in this Agreement shall be determined without giving effect to any representations and warranties exception or qualification of which any party had actual Knowledge at any time prior such representation or warranty as to the date Material Adverse Effect of such breach or the Material Adverse Effect on which any Person of such representation breach. Notwithstanding the foregoing, the parties acknowledge and warranty is made agree that effect shall be given to any exception or any intentional breach by any party qualification of any covenant representation or obligation, and GRS warranty in this Agreement of either party that is based on use of the term "material" or the Stockholders, as the case may be, will be jointly phrase "in all material respects" and severally liable for all damages with respect to such breachessimilar undefined terms and phrases.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations(a) Notwithstanding any other provision of this Agreement: (i) The Stockholders No indemnification shall be payable pursuant to Section 8.2(a) or Section 8.3(a) unless the total of all claims for indemnification pursuant to such Section 8.2(a) or Section 8.3(a), as applicable, shall exceed US$75,000 in the aggregate, whereupon only the amount of such claims in excess of the foregoing threshold amount shall be recoverable in accordance with the terms hereof; (ii) the aggregate liability incurred by Seller pursuant to Section 8.2(a) shall not be obligated exceed an amount equal to pay U.S. $1,000,000 and the aggregate liability incurred by Buyer pursuant to Section 8.3(a) shall not exceed an amount equal to U.S. $1,000,000; and (iii) any amounts for indemnification under this Article IX arising out of any Losses based upon, claims indemnified hereunder arising out of or otherwise relating to (a) Buyer’s or Seller’s fraud, willful misconduct or bad faith, (b) Seller’s failure to deliver to Buyer any of the Assets or (c) claims made based upon breaches under Section 4.1, Section 5.1, Section 4.2 (as to authority only), Section 5.2 (as to authority only), Section 4.4, and Section 4.10 shall not be subject to the limitations set forth in respect this Section 8.5(a); provided, however, that Seller’s aggregate liability pursuant to claims based upon breaches under Section 4.10 together with breaches of any inaccuracy sections of ARTICLE IV (other than breaches of Section 4.1, Section 4.2 (as to authority only) or breach disclosed Section 4.4) shall not exceed an amount equal to U.S.$1,500,000. For clarity, the limitations set forth in writing this Section 8.5(a) shall not apply to GRS and specifically waived in writing by GRS prior indemnification relating to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated failure of Buyer or Seller to pay any amounts for indemnification under this Article IX, except those based upon, arising out of discharge Assumed Liabilities or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and StockholdersRetained Liabilities, as the case may be, shall . (b) All amounts to which an Indemnified Party may be obligated entitled pursuant to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph Sections 8.2 and 8.3 shall be net of (i) any insurance coverage with respect thereto and (ii), be liable is in ) any tax benefits realized by the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesIndemnified Party.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders Indemnitees shall not be obligated entitled to pay receive any amounts indemnification payments under Section 13 until the aggregate amount of Indemnified Liabilities incurred by the Indemnitees exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Basket Amount”), and then the Company shall be liable for the amount of Indemnified Liabilities in excess of the Basket Amount. (ii) The maximum aggregate amount of indemnification payments under this Article IX arising out Section 13 to which the Indemnitees shall be entitled to receive, upon the triggering of any Losses based uponindemnification obligation hereunder, shall not exceed, Five Million Dollars ($5,000,000) (the “Cap Amount”); provided, however, that the Cap Amount shall not apply to any indemnification payments under Section 13 to the Indemnitees arising out of or otherwise in respect by virtue of any inaccuracy in any of the representations and warranties contained in Sections 3(a), 3(b), 3(d), 3(o) or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing3(v). (iiiii) Neither GRSNotwithstanding anything to the contrary in this Agreement, the Company nor the Stockholders shall be obligated any indemnification payments based upon or any Indemnified Liabilities related to pay any amounts for indemnification under this Article IX, except those based upon, arising out claims of fraud or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may bewillful misconduct, shall not be obligated subject to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that either the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS set forth in Section 13(b)(i) or the Stockholders would, but for Cap Amount set forth in Section 13(b)(ii) and shall not be used in calculating whether the provisions of this subparagraph Cap Amount set forth in Section 13(b)(ii) has been met. (ii), iv) All indemnification payments under Section 13 shall be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach determined net of any representations net tax benefits realized by and warranties of which any party had actual Knowledge at any time prior available to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages Indemnitees with respect to such breachesthe related Indemnified Liabilities.

Limitations on Indemnification. The indemnification provided (a) An Indemnifying Party shall have no liability to indemnify for Damages pursuant to Section 9.1(a)(i) or 9.1(b)(i), as applicable, unless and until the aggregate amount of all Damages for all claims asserted by the Indemnified Party exceeds Eight Hundred Thousand Dollars ($800,000) (the “Deductible”); provided, however, that after the amount of such Damages exceeds the Deductible, all such Damages in Sections 9.01 and 9.02 shall be excess of the Deductible shall, subject to the following limitations: other limitations set forth in this Article IX, be recoverable by the Indemnified Parties; provided, further, that the foregoing limitations shall not apply to (i) The Stockholders shall not be obligated the representations and warranties set forth in Sections 3.1(a) (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.3 (No Violation to pay any amounts Result), 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for indemnification under this Article IX arising out of any Losses based uponAgreement), arising out of 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Taxes) or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRSclaims based on fraud or Willful Breach, the Company nor the Stockholders with respect to which, in each case, all Damages in connection therewith shall be obligated recoverable from the first dollar and shall be counted in determining whether the thresholds in this Section 9.4(a) have been exceeded. For purposes of determining the amount of any Damages with respect to pay (but not for purposes of determining the existence of) any amounts breach of any representation, warranty or covenant for purposes of indemnification under this Article IX, except those based uponany qualification or limitation of a representation, arising out warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Material Adverse Effect,” “materiality” or words of similar effect, shall be disregarded. (b) The indemnification obligations of the Indemnifying Party pursuant to Section 9.1(a)(i) or 9.1(b)(i), as applicable, shall be limited to an amount equal to 15% of the Base Company Value (the “Cap”); provided (i) that to the extent that any Damages indemnifiable under Section 9.1(b)(i) with respect to the breach of Section 3.14 (Government Contracts and Bids) are otherwise precluded by the Cap, such Damages, up to an aggregate amount equal to 50% of the Base Company Value (which for avoidance of doubt shall include and not be in respect addition to the amount of Sections 3.02the Cap that would otherwise be applicable), 3.21shall not be so limited by this sentence, 3.28, 5.22, 5.29, 9.01 and (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount foregoing limitation shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any the representations and warranties of set forth in Sections 3.1(a) (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for Agreement), 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Taxes), which any party had actual Knowledge at any time prior shall be limited to an amount equal to the date Base Company Value, or (iii) claims based on fraud or Willful Breach, which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will shall not be jointly and severally liable for all damages limited in amount. (c) Except with respect to such breachesclaims based on fraud or willful misconduct or actions seeking specific performance, the indemnification obligations of the Parties pursuant to this Article IX shall be the Parties’, any other Seller Indemnified Parties’ and any other Buyer Indemnified Parties’ sole and exclusive remedy with respect to any claim related to or arising from this Agreement, the negotiation and execution of this Agreement, the performance by the Parties of their respective obligations hereunder, and the transactions contemplated by this Agreement.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 (a) No party shall be subject entitled to the following limitations: (i) The Stockholders shall not be obligated to pay assert any amounts claim for indemnification under this Article IX arising out pursuant to Sections 6.2(b) or 6.3(b) above unless and until the amount of the Losses sustained by such party with respect to any Losses based uponindividual matter exceeds $20,000. In addition, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders no party shall be obligated to pay indemnify another party with respect to any amounts Losses pursuant to Section 6.2(b) or Section 6.3(b) as to which a party is otherwise entitled to assert any claim for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) unless and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive amount of the Basket Exclusions, equals one percent (1%) of Losses attributable to the Purchase Price (the "Basket Amount"), whereupon GRS, Purchaser Indemnitees or the Company and StockholdersSellers Indemnitees, as the case may be, shall be obligated exceeds $1,360,000.00 (the “Basket Amount”); and then only to pay any indemnification paymentsthe excess of, including but not including, the Basket Amount. Notwithstanding anything in this Agreement to the contrary, the maximum aggregate obligation of the Sellers pursuant to Section 6.2(b) shall not exceed $6,800,000.00; provided, however, that neither the limitations provided by the first two sentences of this Section 6.4(a) nor such maximum obligation shall apply to Losses caused by breaches of the representations and warranties set forth in full. It is expressly understood Sections 2.1 (Organization; Corporate Power and Authorization), 3.1 (Authorization), 3.3 (Capital Stock), 4.1 (Organization; Qualification and Corporate Power), 4.3 (Capitalization; Subsidiaries) and 4.10 (Tax Matters) above, and provided, further, that the Basket Amount shall serve as a "trigger" for indemnification limitations provided by the first and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions second sentences of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii6.4(a) will shall not apply to any Loss suffered by the Purchaser Indemnitees resulting from a possible preference claim (the “Delphi Claim”) by Delco Electronics Corporation or its Affiliates or trustee representing any of them against the Company or its Subsidiaries in connection with payments made under the Settlement and Release Agreement dated July 1, 2005 between the Company and Delphi Electronics Corporation or from the Lease Loss. (b) In calculating the amount of Losses suffered or incurred by a party for which indemnification is sought hereunder there shall be deducted the amount of any insurance paid to such party or otherwise actually inuring to the benefit of such party as a result of any such Loss, it being agreed that each Party shall use reasonable commercial efforts to mitigate such Loss and to use reasonable commercial efforts to pursue insurance claims in connection therewith. (c) The foregoing indemnification provisions shall be the sole and exclusive remedy and procedure for all claims for breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and or warranty is made or any intentional breach by any party of any covenant or obligationcontained in this Agreement, and GRS or the Stockholders, as except in the case may be, will be jointly and severally liable for all damages with respect to such breachesof fraud or intentional misrepresentation.

Limitations on Indemnification. The indemnification provided (a) An Indemnifying Party shall have no liability to indemnify for Damages pursuant to Section 9.1(a)(i) or 9.1(b)(i), as applicable, unless and until the aggregate amount of all Damages for all claims asserted by the Seller Indemnified Parties, collectively, or the Parent Indemnified Parties, collectively, as applicable, exceeds Five Hundred Thousand Dollars ($500,000) (the “Deductible”); provided, however, that after the amount of such Damages exceeds the Deductible, all such Damages in Sections 9.01 and 9.02 shall be excess of the Deductible shall, subject to the following limitations: other limitations set forth in this Article IX, be recoverable by the applicable Indemnified Parties; provided, further, that the foregoing limitations shall not apply to (i) The Stockholders shall not be obligated the representations and warranties set forth in Sections 3.1(a) (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.3 (No Violation to pay any amounts Result), 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for indemnification under this Article IX arising out of any Losses based uponAgreement), arising out of 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Taxes) or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRSclaims based on fraud or Willful Breach, the Company nor the Stockholders with respect to which, in each case, all Damages in connection therewith shall be obligated recoverable from the first dollar and shall be counted in determining whether the thresholds in this Section 9.4(a) have been exceeded. For purposes of determining the amount of any Damages with respect to pay (but not for purposes of determining the existence of) any amounts breach of any representation, warranty or covenant for purposes of indemnification under this Article IX, except those based uponany qualification or limitation of a representation, arising out warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Material Adverse Effect,” “materiality” or words of similar effect, shall be disregarded. (b) The indemnification obligations of the Indemnifying Party pursuant to Section 9.1(a)(i) or 9.1(b)(i), as applicable, shall be limited to an amount equal to 15% of the Base Company Value (the “Cap”); provided (i) that to the extent that any Damages indemnifiable under Section 9.1(b)(i) with respect to the breach of Section 3.14 (Government Contracts and Bids) are otherwise precluded by the Cap, such Damages, up to an aggregate amount equal to 50% of the Base Company Value (which for avoidance of doubt shall include and not be in respect addition to the amount of Sections 3.02the Cap that would otherwise be applicable), 3.21shall not be so limited by this sentence, 3.28, 5.22, 5.29, 9.01 and (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount foregoing limitation shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any the representations and warranties of set forth in Sections 3.1(a) (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for Agreement), 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Taxes), which any party had actual Knowledge at any time prior shall be limited to an amount equal to the date Base Company Value, or (iii) claims based on fraud or Willful Breach, which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will shall not be jointly and severally liable for all damages limited in amount. (c) Except with respect to such breachesclaims based on fraud or willful misconduct or actions seeking specific performance, the indemnification obligations of the Parties pursuant to this Article IX shall be the Parties’, any other Seller Indemnified Parties’ and any other Parent Indemnified Parties’ sole and exclusive remedy with respect to any claim related to or arising from this Agreement, the negotiation and execution of this Agreement, the performance by the Parties of their respective obligations hereunder, and the transactions contemplated by this Agreement.

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

Limitations on Indemnification. The indemnification (a) An indemnifying party shall not have any liability under Section 10.2(a)(i) or Section 10.2(b)(i) hereof unless the aggregate amount of Losses incurred by the indemnified parties and indemnifiable thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties to be true and correct exceeds $175,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of all such Losses; provided for that the Basket limitation shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in Sections 9.01 5.1 (organization and 9.02 good standing), 5.2 (authorization of agreement), 5.6 (title to purchased assets; possession), 6.1 (organization), and 6.2 (authorization of agreement) of this Agreement or in Sections 5.1 (organization and good standing), 5.2 (authorization of agreement), 5.4 (title to property), 5.6 (taxes), and 6.1 (organization), and 6.2 (authorization of agreement) of the Real Estate Purchase Agreement (collectively hereinafter referred to as the “Special Provisions”). (b) Neither Seller, on the one hand, nor Parent and Purchaser, on the other hand, shall be subject required to indemnify any Person under Section 10.2(a), 10.2(b) and/or 10.3 for an aggregate amount of Losses exceeding $7,000,000 (the “Cap”, which amount shall be inclusive of any Losses funded by the Indemnity Escrow Account and the Guaranty); provided, that there shall be no Cap with respect to Losses related to claims under Section 10.2(a)(vii) or the failure to be true and correct of any of the representations or warranties contained in any of the Special Provisions. (c) For purposes of determining the calculation of Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded, even if such materiality or Material Adverse Effect qualifications would prevent the indemnified party from otherwise declaring such representations and warranties to have been breached or to be untrue. For avoidance of doubt, an example of the application of this Section 10.4(c) is attached as Schedule 10.4(c). (d) Notwithstanding anything to the following limitations:contrary contained in this Agreement, the Seller’s indemnification obligations shall not apply to any Loss arising from Purchaser’s continuation after the Closing of any business practice of the Seller prior to the Closing (ie) The Stockholders parties acknowledge and agree that the indemnification provisions contained in Article X shall not be obligated to pay any amounts the sole and exclusive remedy for indemnification under this Article IX arising out of any Losses based upon, arising out attributable to or resulting from the breach or inaccuracy or failure to comply with any of the representations, warranties, covenants or otherwise agreements of the parties in this Agreement under any theory of law or equity, except to the extent that the Seller engaged in fraud (which for this purpose only shall exclude averments of negligent misrepresentation) or a willful breach. No party shall be entitled to an indemnity payment under this Agreement in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior Losses to the Closing. (ii) Neither GRS, extent that the Company nor amount of such Losses is reflected in the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive calculation of the Basket Exclusions, equals one percent (1%) adjustment of the Purchase Price (the "Basket Amount")pursuant to Sections 3.4, whereupon GRS, 3.5 or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breaches3.6.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall not be obligated made to pay any the Purchaser Indemnified Parties until the amounts for which the Purchaser Indemnified Parties would otherwise be entitled to receive as indemnification under this Article IX arising out Agreement aggregate at least $100,000 (the "Purchaser Indemnification Threshold"), at which time the Purchaser Indemnified Parties shall, subject to Section 5.3(d)(ii), be indemnified dollar-for-dollar for the full amount of such indemnification, without any deduction for the Purchaser Indemnification Threshold; provided, that the limitations set forth in this Section 5.3(d)(i) shall not apply to indemnification claims made with respect to Sections 5.3(a)(i) (solely with respect to a breach of Sections 3.1, 3.2, 3.10, 3.11, 3.14, 3.25, 3.26, 3.30 or 3.35), 5.3(a)(ii), 5.3(a)(iii), 5.3(a)(v), 5.3(a)(vi), 5.3(a)(viii), 5.3(a)(ix), 5.5, 5.6(b), 7.1 or 7.2 or claims based upon fraud and the Purchaser Indemnified Parties shall be indemnified dollar-for-dollar to the extent of any Losses based upon, arising out of or otherwise in with respect of to any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closingsuch matters. (ii) Neither GRSExcept as set forth in Section 5.3(d)(iii), anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be required to be made to the Purchaser Indemnified Parties in excess of $7,000,000 with respect to (a) section 5.3(a)(i) with respect to a breach by Sellers of any representation or warranty set forth herein, or (b) Section 5.3(a)(iv) with respect to any Losses that arise solely from a products liability claim by a customer asserting damages arising out of a defect in a product sold by the Company; provided, however, that the foregoing limitation shall be $5,000,000 for the indemnification provisions set forth in (I) Section 5.3(a)(i) with respect to a breach of Section 3.29, unless such matter was required to be disclosed on Schedule 3.29 hereof and was not so disclosed, and (II) Section 5.3(a)(iv) with respect to any Losses that arise solely from a products liability claim by a customer asserting damages arising out of a defect in a product sold by the Company, provided that such claim was not required to be disclosed on Schedule 3.6 or constitutes a breach of Section 3.29 on the date hereof (each of (I) and (II) being a "Product Liability Indemnification"), if, in the case of either (I) or (II), the Company nor is actually being insured against such Losses (in whole or in part) under the Stockholders insurance policies insuring the Company with respect to such matter. (iii) The limitations set forth in Section 5.3(d)(ii) shall not apply to indemnification claims made with respect to Section 5.3(a)(i) (solely with respect to a breach of Sections 3.1, 3.2, 3.10, 3.11, 3.14, 3.25, 3.26, 3.30, or 3.35) or claims based upon fraud and the Purchaser Indemnified Parties shall be obligated indemnified dollar-for-dollar to pay the extent of any Losses with respect to any such matters. (iv) Anything in this Agreement to the contrary notwithstanding, any indemnification payment required to be made to the Purchaser Indemnified Parties for Losses for any breach of a representation or warranty hereof shall be reduced by an amount up to and including $300,000 in the aggregate to the extent that the Losses attributable to such breach have already been reflected in an adjustment of Purchase Price pursuant to Section 2.3(a) or, 2.3(b) or 2.3(d) hereof. For the avoidance of doubt, any and all Losses shall count and be applied towards the Purchaser Indemnification Threshold and the Purchaser Indemnification Threshold shall not apply to any Losses exceeding $100,000 hereunder notwithstanding that the amount of indemnification available in respect of such Losses is reduced pursuant to this Section 5.3(d)(iv) or that such Losses impact Tangible Net Worth. By way of example, if there is an adjustment of Purchase Price pursuant to Section 2.3(a) or, 2.3(b) or 2.3(d) hereof in the amount of $80,000 and Losses of $120,000 relating to the circumstances creating such adjustment as a result of a breach of one or more of the representations and warranties set forth herein, Purchaser would be entitled to payment of $40,000 in Losses notwithstanding the Purchaser Indemnification Threshold. (v) Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made to the Seller Indemnified Parties until the amounts for which the Seller Indemnified Parties would otherwise be entitled to receive as indemnification under this Article IXAgreement aggregate at least $100,000 (the "Seller Indemnification Threshold"), except those at which time the Seller Indemnified Parties shall be indemnified dollar-for-dollar for the full amount of such indemnification, without any deduction for the Seller Indemnification Threshold; provided, that the limitations set forth in this Section 5.3(d)(v) shall not apply to indemnification claims made with respect to Sections 5.3(b)(ii), 5.3(b)(iii), or a claim based uponupon fraud and the Purchaser Indemnified Parties shall be indemnified dollar-for-dollar to the extent any Losses with respect to such matters exist. (vi) Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be required to be made to the Seller Indemnified Parties in excess of $5,000,000 with respect to (a) Section 5.3(b)(i) with respect to a breach by Sellers of any representation or warranty set forth herein, or (b) Section 5.3(b)(iv) with respect to any Losses that arise solely from a products liability claim by a customer asserting damages arising out of or otherwise a defect in a product sold by the Company; provided, that such limitation shall not apply on a claim based upon fraud and the Seller Indemnified Parties shall be indemnified dollar-for-dollar to the extent any Losses with respect to such matters exist. (vii) The extent to which any Indemnified Party shall be entitled to indemnification hereunder shall be reduced by the amount of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (any insurance proceeds received by the "Basket Exclusions"), until the aggregate indemnification payments, exclusive Indemnified Party on account of the Basket Exclusionsclaim that the Indemnified Party is seeking to be indemnified for, equals one percent (1%) irrespective of the Purchase Price identity of the party that paid for such insurance. (viii) The Purchaser and AHI shall seek coverage from their and the "Basket Amount")Company's respective insurance companies for matters that may give rise to Losses resulting from a Product Liability Indemnification. To the extent that proceeds from insurance coverage are provided to the Purchaser, whereupon GRS, or the Company or AHI for matters that give rise to Losses resulting from a Product Liability Indemnification, AHI and Stockholdersthe Purchaser shall use such proceeds as reimbursement for such Losses and Sellers shall not be liable for such Losses to the extent such Losses are recovered thereby and shall remain liable only for any policy deductibles and any Losses exceeding the amounts recovered. (ix) Anything in this Agreement to the contrary notwithstanding, as the case may be, liability of ▇▇▇▇▇ ▇▇▇▇▇▇ for Losses under Section 5.3 shall be obligated limited to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions 0.4 percent of this subparagraph (ii), be liable is in the aggregate amount of $100,000such Losses, and 1% provided that he shall be solely liable for one hundred percent (100%) of Losses arising out of a breach of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior set forth in Sections 3.2 or 3.14(b), to the date on which such representation and warranty is made extent they arise out of or any intentional breach relate to the Securities that were owned by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breacheshim.

Limitations on Indemnification. The indemnification provided for (a) Notwithstanding anything to the contrary contained in Sections 9.01 and 9.02 shall be this Agreement but subject to the following limitations: (i) The provisions of §8.4(b), the Stockholders shall not be obligated to pay liable for any amounts Claim for indemnification under this Article IX arising out pursuant to §8.2(a) resulting from an inaccuracy or misrepresentation in or breach of any Losses of the representations and warranties of the Company, other than a Claim based uponupon a breach, arising out of or otherwise in respect of any inaccuracy or breach disclosed misrepresentation of a Fundamental Representation (to which the Basket Amount shall not apply), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Stockholders equals or exceeds One Million Four Hundred Twenty-Five Thousand Dollars ($1,425,000) (the “Basket Amount”), in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor which case the Stockholders shall be obligated to pay liable only for the amount of the Losses in excess of the Basket Amount; provided, however, that for purposes of this §8.4(a), in determining the amount of any amounts Losses resulting from or in connection with the breach of any of the representations and warranties made by the Company in Article 3 of this Agreement, such representations and warranties (except for indemnification under this Article IX, except those based upon, arising out of or otherwise representations and warranties contained in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii§3.5(a) and (iiib)), 11.01 shall be read as though none of them contained any reference to Material Adverse Effect or other materiality qualifiers. Notwithstanding anything to the contrary contained in this Agreement, Purchaser and 11.02 Merger Sub shall not be liable for any Claim for indemnification pursuant to §8.3 resulting from an inaccuracy or misrepresentation in or breach of any of the representations and Article IV hereof warranties of Purchaser and Merger Sub, other than a Claim based upon a breach, inaccuracy or misrepresentation of a Fundamental Representation (to which the "Basket Exclusions"Amount shall not apply), unless and until the aggregate indemnification payments, exclusive amount of the Basket Exclusions, indemnifiable Losses which may be recovered from Purchaser and Merger Sub equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including exceeds the Basket Amount, in full. It is expressly understood that which case Purchaser and Merger Sub shall be liable only for the amount of the Losses in excess of the Basket Amount shall serve as a "trigger" Amount; provided, however, that for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions purposes of this subparagraph (ii§8.4(a), in determining the amount of any Losses resulting from or in connection with the breach of any of the representations and warranties made by Purchaser and Merger Sub in Article 4 of this Agreement, such representations and warranties shall be liable is read as though none of them contained any reference to Material Adverse Effect or other materiality qualifiers. (b) Notwithstanding anything to the contrary contained in this Agreement (other than as set forth in the immediately following proviso), the maximum aggregate amount of $100,000indemnifiable Losses which may be recovered from the Stockholders for indemnification pursuant to §8.2(a), other than Losses based upon a breach, inaccuracy or misrepresentation of a Fundamental Representation (to which the liability cap described in this §8.4(b) shall not apply), shall be the Indemnification Escrow Amount, and 1% the Indemnification Escrow Amount will be (i) the sole recourse, directly or indirectly, of the Purchase Price is $70,000Purchaser Indemnitees for indemnification pursuant to such §8.2(a), and (ii) the primary recourse, directly or indirectly, of the Purchaser Indemnitees for indemnification pursuant to §8.2(b) (it being agreed that the Purchaser Indemnitees shall have no recourse directly against the Stockholders would then be liable pursuant to §8.2(b) until there are no remaining Indemnification Escrow Funds); provided, however, that nothing in this Agreement shall limit or otherwise affect any action based on fraud by any party. In no event shall any of the Purchaser Indemnitees have recourse to the Indemnification Escrow Account for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representation or warranty made by the Stockholders in Part B of Article 3. Notwithstanding anything to the contrary contained in this Agreement (other than as set forth in the immediately following proviso), the maximum aggregate amount of indemnifiable Losses which may be recovered from the Purchaser and Merger Sub for indemnification pursuant to §8.3, other than Losses based upon a breach, inaccuracy or misrepresentation of a Fundamental Representation (to which the liability cap described in this §8.4(b) shall not apply), shall be Ten Million Dollars ($10,000,000); provided, however, that nothing in this Agreement shall limit or otherwise affect any action based on fraud by any party. (c) The representations and warranties of which any party had actual Knowledge at any time prior the Company and the Stockholders contained in Article 3 are qualified by, and the Stockholders shall have no liability in respect of, the facts and circumstances disclosed in the Schedules to the date on which extent that the nature and scope of the matters arising from such representation facts and warranty circumstances is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to reasonably apparent from such breachesdisclosure.

Limitations on Indemnification. The indemnification provided for Seller will have no liability with respect to the matters described in Sections 9.01 and 9.02 Section 10.1(a) and/or Section 10.1(d) unless the total of all Losses with respect to such matters (other than Losses excluded pursuant to this Section 10.4) exceeds $1,000,000 (the “Basket”), in which case the Seller shall be subject liable only for the portion of such Losses in excess of $1,000,000. The Seller’s maximum aggregate liability with respect to the following limitations: matters described in Section 10.1(a) and/or Section 10.1(d) will be limited to an amount equal to $15,000,000 (the “Cap”). Notwithstanding anything to the contrary set forth herein, the Basket shall not apply with respect to (or otherwise limit recovery for) any Loss arising from or related to (i) The Stockholders a breach of any of the representations and warranties of the Seller set forth in Section 3.1 (Organization, Qualification and Corporate Power), 3.2 (Authority), 3.4 (Capitalization), 3.9 (Taxes) or 3.20 (Brokers; Finders), (ii) a breach of any representation or warranty by the Seller that constitutes fraud, (iii) any matter described in Section 10.1(b), 10.1(c) or 10.1(e) or (iv) any claim under Section 10.1(d) for Liabilities Known by the Seller at Closing. Notwithstanding anything to the contrary set forth herein, the Cap shall not be obligated apply with respect to pay (or otherwise limit recovery for) any amounts for indemnification under this Article IX Loss arising out from or related to (i) a breach of any Losses based uponof the representations and warranties of the Seller set forth in Section 3.1 (Organization, arising out Qualification and Corporate Power), 3.2 (Authority), 3.4 (Capitalization), 3.9 (Taxes) or 3.20 (Brokers; Finders), (ii) a breach of any representation or otherwise warranty by the Seller that constitutes fraud, (iii) any matters described in Section 10.1(b), 10.1(c) or 10.1(e) or (iv) any claim under Section 10.1(d) for Third-Party Claims Known by the Seller at Closing; provided, that if the Cap has been met and the Buyer has timely made claims under Section 10.1(d) for Third-Party Claims or claims for environmental Liabilities of the Companies, in each case, not Known by the Seller at Closing or under Section 10.1(a) relating to a breach of the representations and warranties in Section 3.17, Seller’s maximum aggregate liability with respect to such Third-Party Claims and environmental matters and claims will be limited to an amount equal to an additional $15,000,000 above the Cap. Notwithstanding anything to the contrary in this Agreement, an Indemnifying Party will have no Liability for any Loss to the extent such Loss: (i) is recovered by the Indemnified Party or any of its Affiliates (including, in the case of Buyer, the Companies after the Closing) under any policy of insurance, any third party warranty or from a third party generally, in each case, net of expenses of collection; (ii) results in any Tax benefit to the Indemnified Party or any of its Affiliates (including, in the case of Buyer, the Companies after the Closing) net of any Tax detriment, if any, incurred by the Indemnified Party or any of its Affiliates (including, in the case of Buyer, the Companies after the Closing), including any tax detriment incurred as a result of receipt of any indemnification payment; (iii) constitutes punitive, exemplary or non-proximate damages or damages for lost profits, except to the extent payable to a third party; or (iv) exists or arises because the Indemnified Party or any of its Affiliates (including, in the case of the Buyer, the Companies after the Closing) failed to comply with its common law duty of mitigation. In addition, Seller will have no Liability for any Loss to the extent such Loss: (i) constitutes a Liability that is included in the definition of Working Capital, Cash or Funded Debt and, in each case, such Liability is included in the calculation of the Purchase Price; or (ii) if such Loss is covered by Section 10.1(d), (A) arises from labor organizing activities not Known by the Seller as of the Closing or (B) notwithstanding anything to the contrary in Article VIII, arises in connection with workers’ compensation obligations for employees severed by the Companies after the Closing (except to the extent such obligations arise from contemporaneously documented incidents occurring prior to the Closing). In the event that an Indemnified Party receives an amount under any policy of insurance, any third party warranty or from a third party generally in respect of any inaccuracy or breach disclosed particular Loss at any time subsequent to an indemnification payment made by the Indemnifying Party in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under accordance with this Article IX, except those based upon, arising out of or otherwise Agreement in respect of Sections 3.02the Loss for which such indemnification payment is made, 3.21, 3.28, 5.22, 5.29, 9.01 then the Indemnified Party shall pay to the Indemnifying Party the lesser of (iiA) the indemnification payment made by the Indemnifying Party in respect of the Loss for which such indemnification payment was made and (iii), 11.01 and 11.02 and Article IV hereof (B) the "Basket Exclusions"), until the aggregate indemnification payments, exclusive amount of the Basket Exclusionsinsurance proceeds or amount received from any third party that was received in respect of such Loss. After the Closing, equals one percent the Buyer hereby covenants and agrees to, and to cause the Companies (1%after the Closing) to, obtain and maintain commercially reasonable levels of insurance coverage for the Purchase Price Business after the Closing and use commercially reasonable efforts to pursue recovery for any Losses indemnifiable under Section 10.1 from available insurance policies and third parties (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly under third party warranties) (it being understood that the Basket Amount foregoing shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in any event restrict Buyer from recovering against Seller in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000first instance). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breaches.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts No claim for indemnification under this Article IX arising out may be asserted against either Acquiror, on the one hand, or any Stockholder, on the other hand, hereunder, unless written notice of any Losses based uponsuch claim is received by the Party from whom indemnification is being sought describing, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior reasonable detail (to the Closing. (ii) Neither GRSextent known at such time), the Company nor claim itself and the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those facts and circumstances upon which the claim is based upon, arising out of on or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation the Party’s right to indemnification terminates as set forth in Section 6(e). (ii) Notwithstanding anything to the contrary contained herein: (A) except for the representations and warranty is made warranties regarding authority and enforceability in the final two sentences of Section 4(a)(i)(A), ownership of the shares in the first two sentences of Section 4(a)(ii), ownership of the NY License-Holders in the last sentence of Section 4(a)(ii), capitalization in clauses (A) – (D) in Section 4(a)(iii), and brokerage fees in Section 4(a)(xxiii), and the covenants and agreements of Acquiror regarding the post-closing merger consideration adjustment in Section 2(e), cost of insurance in Section 5(a)(ii), costs relating to consents and approvals in Section 5(c)(i), Transfer Taxes in Section 5(c)(iv), recovery rights in Section 6(h) and expenses in Section 8(b), (x) the Stockholders shall not be liable to Acquiror or any intentional breach of its Affiliates or any of their respective directors, officers, employees, agents, successors and permitted assigns for any claim for indemnification pursuant to any of clause (i) through (iv) of Section 6(a) other than for a claim arising out of a PL/GL Indemnified Claim, unless and until the aggregate amount of Damages that otherwise would be recovered from the Stockholders hereunder exceeds $20,000,000 (the “Indemnification Basket”), in which case the Stockholders shall be liable only for the amount of Damages in excess of the Indemnification Basket; (y) no individual claim for Damages pursuant to any of clause (i) through (v) of Section 6(a) may be made by Acquiror or any party of its Affiliates or any covenant of their respective directors, officers, employees, agents, successors and permitted assigns, or obligationshall be reimbursable by the Stockholders or shall be included in calculating the aggregate Damages for purposes of this clause (A) unless the amount of that particular claim (other than for a claim arising out of a PL/GL Indemnified Claim), exceeds the de minimis threshold of $50,000 (the “Indemnification Threshold”); and GRS (z) if the Closing occurs, except in connection with the representations, warranties, covenants and agreements that are expressly stated in the beginning of this Section 6(c)(ii)(A) as not being subject to the limitations in this Section 6(c)(ii)(A), the sole and exclusive remedy of Acquiror or any other Person has against Stockholders relating in any manner to this Agreement or the Stockholders, as the case may be, will be jointly and severally liable for all damages transactions contemplated hereby (including with respect to PL/GL Indemnified Claims, the Retained Guaranty and claims pursuant to Section 6(a)(v)) shall be recovery of shares of Acquiror Common Stock that Acquiror is to deliver to Escrow Agent pursuant to Section 6(c)(ii)(A). At the Closing, as collateral for the Stockholders’ indemnification obligations under this Section 6, Acquiror will deliver to Escrow Agent a number of shares of Acquiror Common Stock equal to the quotient of (i) $200,000,000 divided by (ii) the Value Per Share, rounded to the nearest whole number (the “Escrow Fund”). The Escrow Agent will release such breachesshares from escrow as provided in the Escrow Agreement. (B) Except for the representations and warranties regarding authority and enforceability in the final two sentences of Section 4(b)(i)(A), capitalization in clauses (A) – (C) in Section 4(b)(ii), authority to issue shares in Section 4(b)(iii), and brokerage fees in Section 4(b)(xiii) and the covenants and agreements of Acquiror regarding the Merger Consideration in Section 2, the Additional Payment in Section 2(g), access in Section 5(a)(iii), payment for certain pre-closing transactions in Section 5(a)(iv), financing cooperation in Section 5(a)(vii), indemnification set forth in Section 5(b)(ii), consents and approvals set forth in Section 5(c)(i), Transfer Taxes in Section 5(c)(iv), recovery rights in Section 6(h) and expenses in Section 8(b), (x) Acquiror shall not be liable to the Stockholders or any of their Affiliates or any of their respective directors, officers, employees, agents, successors and permitted assigns for any claim for indemnification pursuant to any of clause (i) through (iii) of Section 6(b) unless and until the aggregate amount of indemnifiable Damages that otherwise would be recovered from Acquiror equals or exceeds $20,000,000 (the “Acquiror Indemnification Basket”), in which case Acquiror shall be liable only for the amount of Damages in excess of the Acquiror Indemnification Basket; (y) no individual claim for Damages pursuant to clause (i) through (iii) of Section 6(b) may be made by the Stockholders or any of their Affiliates or any of their respective directors, officers, employees, agents, successors and permitted assigns, or shall be reimbursable by Acquiror or shall be included in calculating the aggregate Damages for purposes of this clause (B) unless the amount of that particular claim exceeds the de minimis threshold of $50,000; and (z) in no event shall the aggregate liability of Acquiror for indemnification pursuant to Section 6(b), except in connection with the representations, warranties and agreements that are expressly stated in the beginning of this Section 6(c)(ii)(B) as not being subject to the limitations in this Section 6(c)(ii)(B), exceed $200,000,000. (C) Neither Party shall be obligated to indemnify the other or its Affiliates and their respective directors, officers, employees, agents, successors and permitted assigns with respect to any Damages if and to the extent that such other Party received credit or other compensation for such Damages in the adjustments to the Merger Consideration, if any, to be made pursuant to the terms of this Agreement as finally determined pursuant to Section 2(e). (D) Any indemnified party hereunder shall take reasonable action to mitigate the damages that are the subject of any claim for indemnification hereunder, including by taking reasonable action to obtain recovery under any insurance policies or similar arrangements available to such indemnified party. (E) No party hereto shall have any liability under this Agreement for any punitive, consequential, special or indirect Damages, including business interruption, loss of future revenue, profits or income or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement.

Limitations on Indemnification. The indemnification provided for (a) Notwithstanding anything in Sections 9.01 and 9.02 shall be subject Section 9.2 to the following limitations: contrary: (i) The Stockholders the Seller Indemnifying Party shall not be obligated to pay any amounts provide indemnification for Losses in respect of claims made by Buyer or an Affiliate under Section 9.2 above except to the extent (A) the total of all Losses in respect of claims made by Buyer or its Affiliates for indemnification, other than as relates to Section 3.11, Section 6.4(a) and Section 6.4(b), shall exceed US$1,500,000 in the aggregate (the “General Deductible”), and (B) with respect to Section 3.11, Section 6.4(a) and Section 6.4(b), the total of all Losses in respect of claims made by Buyer or its Affiliates for indemnification relating to such Section 3.11, Section 6.4(a) and Section 6.4(b), shall exceed US$1,500,000 in the aggregate (the “Tax Deductible”), in each case (A) and (B) whereupon the total amount of such Losses in excess of the General Deductible or Tax Deductible, as applicable, shall be recoverable by Buyer and its Affiliates in accordance with the terms hereof, and (ii) the maximum aggregate amount payable by the Seller Indemnifying Party to Buyer and its Affiliates for Losses in respect of claims made by Buyer and its Affiliates for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise Section 9.2 shall not exceed the amount which equals (in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. U.S. dollars) 5% (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%five percent) of the Base Purchase Price (the "Basket Amount"“Cap”); provided, however, that Buyer shall not be subject to such limitations for Losses actually incurred as a result of fraud by a Seller, or pursuant to Sections 3.2, Section 3.11, Section 4.5, Section 6.4(a), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (iiSection 6.4(b), be liable is in the aggregate amount of $100,000this Section 9.4(a), and 1% Section 5 of Exhibit H, and the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 General Deductible and not just $30,000). This Section 9.04(ii) will Tax Deductible shall not apply again to any breach the first sentence of any Section 3.7 (to avoid double counting). (b) All representations and warranties of which Sellers in this Agreement, other than those included in Section 3.10 shall be construed as if the terms “material” and “in all material respects”, “Material Adverse Effect”, (and in each case variations thereof) and any party had actual Knowledge at any time prior reference were omitted from such representations and warranties solely for the purposes of calculating amounts set out in this Article IX. (c) Notwithstanding anything herein to the date on which such representation contrary, the Parties agree that Buyer and/or Affiliate will not be entitled to present any claim for indemnification from the Seller Indemnifying Party for any Loss resulting from the disallowance of Tax Losses available for carry-forward at the level of the Companies and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the StockholdersCompany Subsidiaries, as shown in the case may be, will be jointly Companies’ and severally liable for all damages with respect to such breachesCompanies Subsidiaries’ Tax Returns.

Limitations on Indemnification. The indemnification provided for Notwithstanding anything in Sections 9.01 and 9.02 shall be subject this Article X to the following limitationscontrary: (ia) The Stockholders Seller shall not be obligated have no liability under Section 10.2(a)(i) or with respect to pay any amounts for indemnification breach by Seller of its obligations under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS Section 7.8 unless and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of the Buyer Damages under such subsection exceeds $100,000[*******], and 1% the Seller shall have no obligation to indemnify for $[*******] of such Buyer Damages after such threshold is reached (but the Purchase Price is $70,000, the Stockholders would then Seller shall be liable for the entire remaining $100,000 and not just $30,000[*******] of such Buyer Damages). This Section 9.04(ii) will ; provided that the foregoing limitation shall not apply to any breach or alleged breach of any representation or warranty set forth in Section 5.1, 5.2, 5.3(b)(i), 5.4(b), 5.12, 5.30 or 5.32, as to which the Seller shall be liable in full from the first dollar of loss; (b) The Seller shall have no liability under Section 10.2(a)(i) or with respect to any breach by Seller of its obligations under Section 7.8 to the extent, and only to the extent, that the aggregate amount of the Buyer Damages under such subsection exceeds the sum of $[*******], provided, that the foregoing limitation shall not apply to any breach or alleged breach of any representation or warranty set forth in Section 5.1, 5.2, 5.3(b)(i), 5.4(b), 5.12, 5.30 or 5.32 or any representation or warranty made fraudulently, as to which the Seller shall be liable in full; and (c) No indemnification shall be required by the Seller under Section 10.2(a)(i) or with respect to any breach by Seller of its obligations under Section 7.8 unless the Seller shall have received notice of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Buyer on or before the date 18 months after the Closing Date; provided that (i) with respect to breaches of the representations and warranties set forth in Section 5.12, or 5.24, indemnification shall be required if the Seller shall have received notice of which any party had actual Knowledge at any time the claim prior to the date on thirty days after the expiration of the statute of limitations applicable to claims by third parties giving rise to the breach of such representations and warranties; and (ii) the foregoing limitation shall not apply to any breach or alleged breach of any representation or warranty set forth in Section 5.1, 5.2, 5.3(b)(i), 5.4(b), 5.30 or 5.32. (d) The amount of Damages recoverable by an Indemnified Party under this Article X with respect to a claim for indemnification shall be reduced by (i) the amount of any payment received from an insurance carrier or other third party indemnitor by such Indemnified Party (or an Affiliate thereof) with respect to the Damages to which such representation and warranty is made claim for indemnification relates. If an Indemnified Party (or an Affiliate) receives any intentional breach insurance payment in connection with any claim for Damages for which it has already received an indemnification or other third party indemnity payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the excess of (A) the amount previously received by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages Indemnified Party under this Article X with respect to such breaches.claim plus the amount of the insurance payments received, over (B) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article X.

Limitations on Indemnification. (a) The Stockholders, on the one hand, and Parent, on the other hand, shall have no liability (for indemnification provided or otherwise) with respect to Losses for claims under Section 8.02(a)(i) or Section 8.02(b)(i), as applicable, until the aggregate amount of all Losses with respect to such matters exceeds $1,000,000 (the “Deductible”), in Sections 9.01 which event the Stockholders or Parent, as applicable, shall only be required to pay or be liable for Losses in excess of the Deductible. Each of the Stockholders, one the one hand, and 9.02 Parent, on the other hand, shall have no liability (for indemnification or otherwise) with respect to Damages for claims under Section 8.02(a)(i) and Section 8.02(b)(i), as applicable, until the total of all Damages with respect to any individual breach (or series of similar breaches arising from the same underlying facts or legal basis) of a representation or warranty exceeds $50,000. (b) The aggregate amount of Losses for which the Stockholders, on the one hand, and Parent, on the other hand, shall be subject required to pay or be liable for (with respect to indemnification or otherwise) for claims under Section 8.02(a)(i) and Section 8.02(b)(i), as applicable, shall not exceed in the aggregate $98,700,000. For the purposes of clarity, if and to the following limitations:extent the R&W Insurance Policy is purchased, any amounts actually received by Parent or its Affiliates under the R&W Insurance Policy shall reduce the aggregate limit on the Stockholders liability pursuant to the preceding sentence by the amount so received under the R&W Insurance Policy. (ic) The Stockholders Notwithstanding the foregoing, the limitations set forth in this Section 8.04 shall not be obligated apply to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of, with respect to or by reason of or otherwise in respect of (1) any inaccuracy in or breach disclosed of (i) any Fundamental Representation made by Thermo or Parent or (ii) any representation or warranty made by Thermo in writing to GRS and specifically waived Section 3.11; (2) commission of intentional fraud or intentional misrepresentation by Thermo or Parent in writing connection with the transactions contemplated by GRS prior to the Closingthis Agreement or (3) Section 8.02(a)(ii), Section 8.02(a)(iii), Section 8.02(a)(iv) or Section 8.02(b)(ii). (iid) Neither GRS, the Company nor the Stockholders shall be obligated The limitations set forth in this Article 8 are cumulative such that one or more of such limitations may apply to pay any amounts a claim for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesAgreement.

Limitations on Indemnification. The Except for any claims of fraud or willful or knowing breach or misrepresentation, as to which claims for indemnification provided for in Sections 9.01 and 9.02 hereunder may be brought without limitation as to time or amount against any of the Parties, subject to Section 6.5(c)(i)(2): (a) Time Limitation. Regardless of any applicable period of limitation under any Law otherwise applicable thereto, except as set forth, below, no claim or action shall be subject to brought under this Article 6 or any other provision of this Agreement for breach of a representation or warranty after twenty-four (24) months following the following limitationsClosing Date. Notwithstanding the foregoing, however, or any other provision of this Agreement: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out Regardless of any Losses based uponapplicable period of limitation under any Law otherwise applicable thereto, arising out of any claim or otherwise in respect action brought for a breach of any inaccuracy representation or warranty made in or pursuant to Section 3.1 (Corporate); Section 3.2 (Shareholders); Section 3.3 (Authority); Section 3.6 (Tax Matters); Section 3.11 (Compliance with Laws and Orders); Section 3.12(a) (Marketable Title); Section 3.17 (Employee Benefit Plans); Section 3.19 (Trade Rights) (except for Section 3.19(i) (the “Company Systems Representation”)); Section 3.23 (Assets and Services Necessary to Conduct the Business); and Section 3.25 (No Brokers or Finders) may be brought within the ten (10) year period after the Closing Date, and with respect to any claim or action brought for a breach disclosed of any representation or warranty made in writing to GRS and specifically waived in writing by GRS prior or pursuant to the ClosingCompany Systems Representation, such claim or action may be brought within the twenty-four (24) month period after the Closing Date (all of the foregoing representations and warranties in this Section 6.5(a)(i), including, without limitation, for the avoidance of doubt, the Company Systems Representation, shall collectively be defined herein as the “Company Fundamental Representations”), and the Company and each of the Shareholders hereby waive all applicable statutory limitation periods with respect thereto. (ii) Neither GRSRegardless of any applicable period of limitation under any Law otherwise applicable thereto, any claim or action brought for a breach of any representation or warranty made in or pursuant to Article 4 (the foregoing representations and warranties in this Section 6.5(a)(ii), collectively, the “Buyer Fundamental Representations”) may be brought at any time until the lapse of seven and one-half (7.5) years after the Closing Date, and Buyer hereby waives all applicable statutory limitation periods with respect thereto. (iii) Any claim or action made by a Buyer Indemnified Party by delivering notice to the other Parties requesting indemnification relating to any of the matters set forth in Section 6.1(a) prior to the termination of the survival period (if any) for such claim or action shall be preserved despite the subsequent termination of such survival period. Any claim or action made by a Company Indemnified Party by delivering notice to the other Party requesting indemnification relating to any of the matters set forth in Section 6.2(a) prior to the termination of the survival period (if any) for such claim or action shall be preserved despite the subsequent termination of such survival period. (iv) If any act, omission, disclosure or failure to disclose shall form the basis for a claim or action for breach of more than one representation or warranty, and such claims have different periods of survival hereunder, then the termination of the survival period of one claim or action shall not affect a Party’s right to make a claim or action based on the breach of representation or warranty still surviving. (a) Basket. Except with respect to: (A) claims under Section 6.1(a) for breaches of the Company Fundamental Representations; and (B) claims of fraud or willful or knowing breach or misrepresentation (in each case, as to which the limitations in this Section 6.5(b) shall not apply), a Buyer Indemnified Party shall not be entitled to indemnification under Section 6.1(a) unless the aggregate of the Indemnifying Party’s indemnification obligations under Section 6.1(a) exceeds Fifty Thousand Dollars ($50,000.00) (the “Basket”), in which event the Indemnifying Party shall be required to pay to the Buyer Indemnified Party and be liable for all such Claims from the first dollar of such Claims in excess of the Basket. (c) Cap. (i) Except as set forth in paragraphs (1) and (2) below, the Company nor Indemnified Parties’ aggregate liability under Section 6.1(a) shall in no event exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the Stockholders “Cap”). (1) With respect to claims under Section 6.1(a) for breaches of the Company Fundamental Representations, the Company Indemnified Parties’ aggregate liability under Section 6.1(a) shall be obligated in no event exceed the Purchase Price; and (2) With respect to pay any amounts claims under Section 6.1(a) for indemnification fraud or willful or knowing breach or misrepresentation, the Company Indemnified Parties’ aggregate liability under this Article IX, except those based upon, arising out of or otherwise Section 6.1(a) shall in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 no event exceed the Purchase Price. (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages Except with respect to such breachesclaims under Section 6.2(a) for fraud or willful or knowing breach or misrepresentation, the Buyer Indemnified Parties aggregate liability under Section 6.2(a) shall in no event exceed the Purchase Price.

Limitations on Indemnification. The indemnification provided for (a) Seller shall not have any liability under Section 9.2(a)(i) and Purchaser shall not have any liability under Section 9.2(b)(i) unless and until the aggregate amount of Losses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any of the representations or warranties (other than the representations and warranties set forth in Sections 9.01 4.1 (Organization; Qualification), 4.2 (Authorization; Validity of Agreement), 4.3 (Consents and 9.02 Approvals; No Violations), 4.5 (Title to Properties; Liens), 4.12 (Tax Matters), 5.1 (Organization), 5.2 (Authorization; Validity of Agreement) and 5.3 (Consents and Approvals; No Violations)) to be true and correct exceeds $100,000 (the “Deductible”) and, in such event, the indemnifying party shall be required to pay only the amount of such Losses that exceeds the Deductible. No claim for Losses may be made for indemnification or aggregated with any other claim for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i) if the amount of such claim does not exceed $10,000 (the “Per Item Deductible”); provided, that the Per Item Deductible shall not apply to (i) any claims for indemnification pursuant to Section 9.2(a)(i) or Section 9.2(b)(i) based upon, attributable to or resulting from the failure of any of the representations and warranties set forth in Sections 4.1 (Organization; Qualification), 4.2 (Authorization; Validity of Agreement), 4.3 (Consents and Approvals; No Violations), 4.5 (Title to Properties; Liens), 4.12 (Tax Matters), 5.1 (Organization), 5.2 (Authorization; Validity of Agreement) and 5.3 (Consents and Approvals; No Violations) to be true and correct in all respects at the date hereof and at the Closing Date or (ii) claims for indemnification due to Losses related to the Pipeline Loans or repurchases of Pipeline Loans pursuant to Section 9.3(e). (b) No claim for Losses may be made for indemnification or aggregated with any other claim for indemnification by Purchaser under Section 9.2(a)(ii) or Seller under Section 9.2(b)(ii) if the amount of such claim does not exceed the Per Item Deductible (other than the covenants, agreements and obligations set forth in Sections 6.5 (Further Action), 6.6 (No Solicitation of Competing Transaction), and 6.7 (Non-Solicitation and Confidentiality)); provided, however, once the aggregate amount of claims subject to the Per Item Deductible and all other claims exceeds the Deductible, each claim thereafter shall no longer be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the ClosingPer Item Deductible. (iic) Neither GRS, the Company Seller nor the Stockholders Purchaser shall be obligated required to pay indemnify, any amounts Person under Section 9.2(a)(i) or 9.2(b)(i) for indemnification under this Article IX, except those based upon, arising out an aggregate amount of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of Losses exceeding the Purchase Price (the "Basket Amount"“Cap”) in connection with Losses related to the breach of any of the representations and warranties of Seller or Purchaser in Articles IV and V, respectively; provided, that the Cap limitation shall not apply to (i) Losses related to the breach of any representation or warranty contained in Sections 4.2 (Authorization; Validity of Agreement), whereupon GRS, 4.5 (Title to Properties; Liens) and 5.2 (Authorization; Validity of Agreement) or (ii) claims for indemnification due to Losses related to the Company and Stockholders, as the case may be, Pipeline Loans or repurchases of Pipeline Loans pursuant to Section 9.3(e). Neither Seller nor Purchaser shall be obligated required to pay indemnify, any indemnification paymentsPerson under Sections 9.2(a)(ii) or 9.2(b)(ii) for breaches of the covenants, including agreements or obligations set forth in Section 6.4 (Government Approvals) (but only to the Basket Amount, in full. It is expressly understood extent that any such breach occurred after the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (iiClosing), be liable is in the and Section 6.8 (use of name) for an aggregate amount of $100,000, and 1Losses exceeding 25% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 Price. (d) For purposes of (i) determining whether any representation or warranty was true and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to correct on the date on which such representation hereof or as of the Closing Date, (ii) determining whether any covenant, agreement or obligation under this Agreement was breached, or (iii) calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will agreements shall be jointly and severally liable for all damages with respect to such breachesdisregarded.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be Notwithstanding the foregoing, ------------------------------ subject to the following limitations: (i) The Stockholders proviso at the end of this sentence, neither the Shareholders nor the Purchaser shall not be obligated required to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of indemnify the Shareholder Indemnified Parties or otherwise the Purchaser Indemnified Parties in respect of any inaccuracy Losses suffered by the Shareholder Indemnified Parties or the Purchaser Indemnified Parties as a result of any facts or circumstances which constitute a breach disclosed of any representation or warranty listed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until Section 8 unless the aggregate indemnification payments, exclusive of all such Losses suffered by the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, Shareholder Indemnified Parties or the Company and StockholdersPurchaser Indemnified Parties, as the case may be, shall be obligated exceed $500,000 and then only to pay the extent of such excess over $500,000; provided, however, that any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve Losses suffered as a "trigger" result of a breach of representation or warranty set forth in any of Sections 5B, 5C, 5S, 5Y, 6C, 6D, 6F, the first, second and last sentences of Section 5D, the first sentence of Section 5K, the first sentences of Sections 6B and 7B, and any pre-closing tax liability of the Company, shall not be subject to the $500,000 deductible provided for indemnification above in this Section 8B(v). Notwithstanding any provision herein to the contrary, the maximum liability of the Shareholders and not the Company (subject to the allocation based upon the Redemption Percentage provided for in Section 8B(i) above) with respect to all Losses suffered by the Shareholder Indemnified Parties as a "deductible" (for example, if the indemnity claims for result of any facts or circumstances which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any constitute a breach of any representations representation or warranty listed in Section 8 shall, as to all such breaches of representation and warranties warranty, be an aggregate amount which shall not exceed Five Million Dollars ($5,000,000.00); provided, however, that any Losses incurred as a result of which any party had actual Knowledge at any time prior pre-closing income tax liability of the Company shall not be subject to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesFive Million Dollar ($5,000,000.00) limitation set forth in this Section 8B(v).

Limitations on Indemnification. The indemnification provided for in Sections 9.01 Selling Stockholders and 9.02 shall be subject to the following limitations: (i) The Stockholders Purchaser shall not be obligated to pay any amounts liable for indemnification Damages under this Article IX arising out of any Losses based uponSection 10.2 or 10.1, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRSrespectively, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until unless the aggregate indemnification payments, exclusive amount of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims Damages for which GRS or the Stockholders indemnifying party would, but for the provisions of this subparagraph (ii)Section 10.8, be liable is in exceeds, on an aggregate basis, $50,000 at which time the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then indemnifying party's indemnification obligation shall be liable for the entire amount in excess of $100,000 50,000; provided, however, that such $50,000 threshold amount shall not limit any party's liability for a knowing and not just intended breach of a representation, warranty or covenant of such party hereunder. In addition, the liability of each of the Selling Stockholders for the breach of its representations, warranties, covenants and agreements hereunder shall be limited to the Selling Stockholder's portion of the first $30,000). This Section 9.04(ii) will not apply to any 2,500,000 of the total of the Cash Consideration and Prepayment received by such Selling Stockholder under this Agreement determined on the basis of the Seller Percentages, respectfully, of the Selling Stockholders; provided, however, that the liability of a Selling Stockholder for the breach of any representations and warranties in Section 4.10 of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will this Agreement shall be jointly and severally liable for all damages with respect limited to such breachesSelling Stockholder's portion of the total Cash Consideration and Prepayment paid by the Purchaser less any other indemnification payments that do not relate to Section 4.10. The liability of the Purchaser for breach of its representations, warranties, covenants and agreements hereunder shall be limited to $2,500,000.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated have no obligation to pay indemnify the Parent Indemnified Parties for any amounts for indemnification under this Article IX Losses relating to or arising out of any matter described in Section 7.2(a)(i) hereof, unless and until the Parent Indemnified Parties shall have suffered or incurred Losses based uponin excess of the aggregate amount of $1,000,000, arising out at which point the Stockholders shall indemnify the Parent Indemnified Parties for all such Losses, including such $1,000,000; provided, however, for purposes of calculating such $1,000,000 aggregate amount, only claims of $50,000 or otherwise more (except for claims relating to breach of Section 3.13(g), for which this proviso shall not apply) shall be included in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closingcalculation. (ii) Neither GRSIndemnification provided for in this Article VII shall be the sole and exclusive remedy, and the Escrow Amount shall be the sole and exclusive recourse, of the Indemnified Parties for any Losses arising in connection with the transactions contemplated hereby; provided, however, that this Section 7.2(c)(ii) shall not apply with respect to, and this Article VII shall in no way limit the remedies of Parent, its Affiliates and their respective officers, directors, employees and agents against the Stockholders with respect to, any Losses arising from (v) any act of fraud by the Company, (w) any willful breach by the Company nor of any representation, warranty or covenant made by the Stockholders shall be obligated to pay Company, (x) any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or breach by the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as of a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS representation or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties warranty of which any party the Company had actual Knowledge knowledge at any time prior to the date on which such representation was made, (y) any amounts specified in Schedule 7.1 and warranty is made or any intentional breach by any party (z) Losses pursuant to Section 7.2(a)(v). (iii) The indemnification obligations of any covenant or obligationthe Stockholders pursuant to this Article VII shall be several, and GRS or not joint, in proportion to their respective Ownership Percentage Interests as set forth on the Stockholders, as the case may be, will be jointly Closing Stockholder and severally liable for all damages with respect Expense Schedule referred to such breachesin Section 2.1(g).

Limitations on Indemnification. (a) The sum of all Losses pursuant to which indemnification provided for is payable by the Member pursuant to Section 7.2(a)(i) shall not exceed $2,000,000; provided, however, that in Sections 9.01 and 9.02 no event shall be subject the limitations set forth in this Section 7.3(a) apply to the following limitations: rights of the Purchaser Indemnitees to be indemnified (i) The Stockholders shall not be obligated pursuant to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in Section 7.2(a)(i) with respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. representations and warranties set forth in Sections 3.1-3.5, 3.13, 3.14, 3.18 and 3.21, (ii) Neither GRS, the Company nor the Stockholders shall be obligated pursuant to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (iiSection 7.2(a)(ii)-(iv) and (iii), 11.01 and 11.02 and Article IV hereof ) for fraudulent or willful breaches. (b) The Purchaser Indemnitees shall not have the "Basket Exclusions"), until the aggregate indemnification payments, exclusive right to be indemnified pursuant to Section 7.2(a)(i) for breaches of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of unless and until the Purchaser Indemnitees shall have incurred on a cumulative basis since the Closing aggregate Losses in an amount exceeding $25,000, in which any party had actual Knowledge at any time prior event the right to be indemnified shall be for all Losses suffered; provided, however, that in no event shall the limitations set forth in this Section 7.3(b) apply to the date on which such rights of the Purchaser Indemnitees to be indemnified (i) pursuant to Section 7.2(a)(i) with respect to the representations and warranties set forth in Sections 3.1-3.5, 3.13, 3.14, 3.18 and 3.21, (ii) pursuant to Section 8.2(a)(ii)-(iv) and (iii) for fraudulent or willful breaches; provided, further, however, that any materiality or Material Adverse Effect qualifications contained in the representations and warranties in Articles III and IV shall not be taken into account in determining the magnitude of the Losses caused by a breach of a representation and warranty is made or any intentional breach by any party for purposes of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachescalculating this amount.

Limitations on Indemnification. (i) Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made to the Purchaser Indemnified Parties until the amounts which the Purchaser Indemnified Parties would otherwise be entitled to receive as indemnification under this Agreement aggregate at least $100,000, at which time the Purchaser Indemnified Parties shall be indemnified dollar for dollar to the extent such liability exceeds $100,000. The indemnification provided for provisions set forth in Section 5.3(a)(i) (with respect to a breach of Sections 9.01 4.1, 4.2, 4.6, 4.12, 4.13, 4.21, 4.22, 4.25, 4.29, and 9.02 4.35), 5.3(a)(ii), 5.3(a)(iii), 5.3(a)(iv), 5.3(a)(v), 5.3(a)(viii), 7.2, 8.1, and 8.2 or a claim based upon “fraud” (as hereinafter defined) shall not be subject to the following limitations: (ilimitations set forth in this Section 5.3(d)(i) The Stockholders and shall not be obligated indemnified to pay the Purchaser Indemnified Parties dollar for dollar to the extent any liability with respect to such matters exists. Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made to the Seller Indemnified Parties until the amounts for which the Seller Indemnified Parties would otherwise be entitled to receive as indemnification under this Article IX arising out of any Losses based uponAgreement aggregate at least $100,000, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior at which time the Seller Indemnified Parties shall be indemnified dollar for dollar to the Closingextent such liability exceeds $100,000. (ii) Neither GRSThe maximum aggregate liability of the Seller and the Principal Shareholders for any claim arising from or relating to this Agreement or the transactions contemplated hereby, whether asserted as breach of contract, tort, violation of statute or otherwise, irrespective of the theory or basis of such claim, shall not exceed the Indemnification Limit (as defined below), provided, that the limitation set forth in this sentence shall not apply to (1) any breach by Seller or the Principal Shareholders of the representations, warranties or covenants contained in Sections 4.1, 4.2, 4.6, 4.12, 4.13, 4.21, 4.22, 4.25, 4.29, 4.35, 7.2, 8.1, and 8.2 of this Agreement, (2) the indemnification provisions set forth in Sections 5.3(a)(ii), 5.3(a)(iii), 5.3(a)(iv), 5.3(a)(v), and 5.3(a)(viii) or (3) the commission of “fraud” by the Seller or the Principal Shareholders with respect to any matters pertaining to this Agreement and the consummation of the transactions contemplated hereby. For purposes of this Section 5.3(d), the Company nor term “fraud” shall include any willful or intentional misrepresentation or the Stockholders shall be obligated making, by the Seller or any Shareholder, of any untrue statement of a material fact or the omission to pay any amounts for indemnification under this Article IXstate a material fact necessary in order to make the statement made, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive light of the Basket Exclusionscircumstances under which they were made, equals one percent (1%) not misleading if the person making such untrue statement of a material fact or omitting to state such material fact had actual Knowledge that such statement or omission was untrue when made or omitted. The maximum aggregate liability of ▇▇▇▇▇▇ and the Purchaser for any claim arising from or relating to this Agreement or the transactions contemplated hereby, whether asserted as breach of contract, tort, violation of statute or otherwise, irrespective of the theory or basis of such claim, shall not exceed the Indemnification Limit. As used herein, “Indemnification Limit” shall mean the sum of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and StockholdersPrice, as the case it may be, be increased or decreased pursuant to Section 2.6 hereof. (iii) The extent to which any Indemnified Party shall be obligated entitled to pay indemnification hereunder shall be reduced by the amount of any indemnification payments, including insurance proceeds received by the Basket Amount, in full. It is expressly understood Indemnified Party on account of the claim that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for exampleIndemnified Party is seeking to be indemnified for, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% irrespective of the Purchase Price is $70,000, identity of the Stockholders would then be liable party that paid for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesinsurance.

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

Limitations on Indemnification. The indemnification provided for Notwithstanding any provision contained in Sections 9.01 and 9.02 this Article 11 to the contrary, (a) no Indemnitee shall be subject entitled to the following limitations: (iassert any claim for indemnification in respect of breach(es) The Stockholders shall not be obligated to pay any amounts of representations and warranties under Section 11.2(a) or Section 11.3(a) until such time as all claims for indemnification under this Article IX arising out of any Losses based upon11 by such Indemnitee (and all related Indemnitees) hereunder shall exceed $50,000 in the aggregate (the “Basket”), arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders but then all such amounts shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) recoverable and (iii), 11.01 b) any indemnification obligations of an Indemnifying Party for breaches of representations and 11.02 and Article IV hereof warranties shall not exceed $3.8 million (the "Basket Exclusions"“Claims Limitation”); provided, until the aggregate indemnification paymentshowever, exclusive of that the Basket Exclusions, equals one percent and the Claims Limitation shall not apply (1%i) of if the Purchase Price (the "Basket Amount"), whereupon GRS, Indemnifying Party shall have provided information to Buyer or to the Company and StockholdersSellers, as the case may be, shall be obligated to pay in connection herewith or made any indemnification payments, including the Basket Amountrepresentation or warranty contained herein that, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for exampleeither case, if the indemnity claims for which GRS was fraudulent or the Stockholders would, but for the provisions of this subparagraph was known to be inaccurate when made or (ii), be liable is in the aggregate amount of $100,000, and 1% ) to any breach(es) of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which contained in Section 4.1 (Organization and Power); Section 4.2 (Capitalization; Options and Stockholder Rights), Section 4.3 (No Subsidiaries), Section 4.4 (Authority; Validity), Section 4.10 (Title to Purchased Assets), Section 4.24 ( Employee Arrangements; ERISA), Section 4.25 ( Tax Matters) or Section 4.28 ( Brokers). Buyer shall have the right to offset against any party had actual Knowledge at any time prior amounts to the date on which such representation and warranty is made be paid by Buyer to Sellers pursuant to Section 2.2(b)(ii) or any intentional breach otherwise to satisfy an indemnification claim brought by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages Buyer in accordance with respect to such breachesthis Article 11.

Limitations on Indemnification. (a) The indemnification provided Company shall be ------------------------------ obligated to indemnify any Indemnitee(s) pursuant to Section 10.1 hereof with respect to any Losses incurred by such Indemnitee(s) only if and to the extent that the aggregate amount of Losses for claims made by all Indemnitees shall exceed $200,000, in Sections 9.01 and 9.02 which case only the excess over $200,000 shall be subject to the following limitations: (i) indemnification hereunder. The Stockholders foregoing $200,000 minimum requirement shall not be obligated to pay any amounts for indemnification under this Article IX arising out apply in respect of any Losses based upon, claims or actions arising out of or otherwise in respect resulting from breach(es) of any inaccuracy or breach disclosed in writing to GRS Sections 5.1, 5.2, 5.3, 5.4, 5.7, 5.10 and specifically waived in writing by GRS prior to the Closing5.21 hereof. (iib) Neither GRS, In no event shall the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and StockholdersPurchasers, as the case may be, be liable to any Indemnitee(s) hereunder for special, consequential, indirect, incidental or punitive damages or penalties. (c) Notwithstanding anything to the contrary contained in this Agreement, the aggregate liability of the Company for any and all Losses incurred by the Purchasers (and all related Indemnitees) and for which the Purchasers (and all related Indemnitees) would otherwise be entitled to indemnification hereunder shall not exceed $50,000,000. (d) Any indemnification payment(s) payable pursuant to this Agreement shall be obligated decreased by and to pay the extent of any indemnification payments, including the Basket Amount, insurance proceeds or Tax benefits obtained by an Indemnitee in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% respect of the Purchase Price is $70,000Losses giving rise to such indemnification payment(s). (e) To the extent reasonably practicable, the Stockholders would then be liable for Purchasers shall seek to combine and jointly pursue any claims or actions that they may have in respect of a breach by the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach Company of any representations and of its representations, warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesagreements contained herein.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 A party’s indemnity obligations under this ARTICLE 9 shall be subject to the following limitations: (ia) The Stockholders Except with respect to Buyer Damages arising out of a breach of the representations contained in Section 3.1, 3.2, 3.4, 3.26 or 3.31 or arising out of the Sellers’ fraud with respect to the representations contained in ARTICLE 3 or the certificate delivered pursuant to Section 2.6(k) (as determined by a final and non-appealable order or judgment of a court of competent jurisdiction), which shall not be obligated subject to pay the General Cap or the Special Cap, the maximum aggregate liability of the Sellers for Buyer Damages for any matter described under Section 9.1(a) shall not exceed in the aggregate (i) with respect to Buyer Damages arising out of a breach of the representations contained in Section 3.7 or 3.20, Sixteen Million Two Hundred Fifty Thousand and No/100 Dollars ($16,250,000) (such amount, inclusive of the General Cap, the “Special Cap”), and (ii) with respect to Buyer Damages arising out of a breach of the representations under any other section of the Agreement, Four Million Eight Hundred Seventy Five Thousand and No/100 Dollars ($4,875,000) (the “General Cap”). Any amounts for indemnification under this Article IX applied toward the Special Cap shall apply toward the General Cap, and vice versa. Except with respect to Buyer Damages arising out of a breach of the representations contained in Section 3.1, 3.2, 3.4, 3.7, 3.20, 3.26 or 3.31 or arising out of the Sellers’ fraud with respect to the representations contained in ARTICLE 3 or the certificate delivered pursuant to Section 2.6(k) (as determined by a final and non-appealable order or judgment of a court of competent jurisdiction), which shall not be subject to the Deductible, the Sellers shall not have any liability to the Buyer Indemnified Persons with respect to Buyer Damages arising out of any Losses based uponof the matters referred to in Section 9.1(a) until such time as the amount of all such liability shall exceed in the aggregate Two Hundred Fifty Thousand and No/100 Dollars ($250,000) (the “Deductible”), in which case the Sellers shall thereafter, subject to the General Cap, be liable for all such Buyer Damages in excess of the Deductible; provided, however, that no claim or series of related claims for Buyer Damages shall be applied against the Deductible unless the amount of Buyer Damages arising out of any such claim or otherwise series of related claims is in respect excess of any inaccuracy or breach disclosed in writing to GRS Ten Thousand and specifically waived in writing by GRS prior to the ClosingNo/100 Dollars ($10,000). (iib) Neither GRS, the Company nor the Stockholders shall be obligated Except with respect to pay any amounts for indemnification under this Article IX, except those based upon, Seller Damages arising out of a breach of the representations contained in Sections 4.1, 4.2 or otherwise 4.5 or arising out of the Buyer’s fraud with respect to the representations contained in respect ARTICLE 4 or the certificate delivered pursuant to Section 2.7(h) (as determined by a final and non-appealable order or judgment of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiia court of competent jurisdiction), 11.01 which shall not be subject to the General Cap, the maximum aggregate liability of the Buyer to the Seller Indemnified Parties for Seller Damages for any matter described under Section 9.2(a) shall not exceed the General Cap. Except with respect to Seller Damages arising out of a breach of the representations contained in Sections 4.1, 4.2 or 4.5 or arising out of the Buyer’s fraud with respect to the representations contained in ARTICLE 4 or the certificate delivered pursuant to Section 2.7(h) (as determined by a final and 11.02 and Article IV hereof (the "Basket Exclusions"non-appealable order or judgment of a court of competent jurisdiction), until which shall not be subject to the aggregate indemnification paymentsDeductible, exclusive the Buyer shall have no liability to the Seller Indemnified Persons with respect to Seller Damages arising out of any of the Basket Exclusions, equals one percent (1%matters referred to in Section 9.2(a) until such time as the amount of all such liability of the Purchase Price (Buyer shall collectively exceed the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket AmountDeductible, in full. It is expressly understood that which case the Basket Amount Buyer shall serve as a "trigger" for indemnification and not as a "deductible" (for examplethereafter, if subject to the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii)General Cap, be liable for all such Seller Damages in excess of the Deductible; provided, however, that no claim or series of related claims for Seller Damages shall be applied against the Deductible unless the amount of Seller Damages arising out of any such claim or series of related claims is in excess of Ten Thousand and No/100 Dollars ($10,000). (c) Neither the aggregate amount of $100,000, and 1% of Buyer Indemnified Persons nor the Purchase Price is $70,000, Seller Indemnified Persons shall be entitled to recover more than once for any Damages that may have resulted from the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of a representation, warranty, covenant or agreement contained in this Agreement from the occurrence of a single event. (d) For all purposes of this Agreement, “Damages” shall be net of any representations and warranties insurance paid to the Indemnified Person from insurance policies in connection with the facts giving rise to the right of which indemnification. The Indemnified Person shall use commercially reasonable efforts to collect any party had actual Knowledge amounts available under any such applicable insurance policies. If an Indemnified Person receives an amount under insurance coverage with respect to Damages at any time prior subsequent to any indemnification provided by an Indemnifying Person, then such Indemnified Person shall promptly reimburse the date on which such representation and warranty is Indemnifying Person for any payment made or any intentional breach expense incurred by any such party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages in connection with respect providing such indemnification up to such breachesamount received by the Indemnified Person.

Limitations on Indemnification. (i) Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made to the Purchaser Indemnified Parties until the amounts which the Purchaser Indemnified Parties would otherwise be entitled to receive as indemnification under this Agreement aggregate at least $100,000, at which time the Purchaser Indemnified Parties shall be indemnified dollar for dollar to the extent any liability with respect to such matters exists. The indemnification provided for provisions set forth in Section 5.3(a)(i) (with respect to a breach of Sections 9.01 4.14, 4.26 and 9.02 4.30), 5.3(a)(ii) (with respect to a breach of Sections 7.1, 7.2 and 7.4), 5.3(a)(iii), 5.3(a)(iv), and 5.3(a)(v), or a claim based upon "fraud" (as hereinafter defined) shall not be subject to the following limitations: (ilimitations set forth in this Section 5.3(d)(i) The Stockholders and shall not be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior indemnified to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts Purchaser Indemnified Parties dollar for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior dollar to the date on which such representation and warranty is made or extent any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages liability with respect to such breachesmatters exists. Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made to the Seller Indemnified Parties until the amounts which the Seller Indemnified Parties would otherwise be entitled to receive as indemnification under this Agreement aggregate at least $100,000, at which time the Seller Indemnified Parties shall be indemnified dollar for dollar to the extent any liability with respect to such matters exists. Notwithstanding the foregoing, the Seller Indemnified Parties shall be indemnified dollar for dollar with respect to any liability arising out of ▇▇▇▇▇▇'▇ breach of Sections 2.4(d) and 3.6 hereof, and also Section 3.7 hereof solely to the extent that ▇▇▇▇▇▇'▇ breach of Section 3.7 causes ▇▇▇▇▇▇ to not be in compliance with the requirements of Rule 144(c) promulgated under the Securities Act.

Limitations on Indemnification. (a) The indemnification provided for in Sections 9.01 Section 9.3 and 9.02 shall be Section 9.4 is subject to the following limitations: (i) The Stockholders subject to Section 9.5(a)(ii), neither Seller nor Parent shall be liable to the Buyer Indemnified Parties for any Losses with respect to the matters described in Section 9.3(a) (A) unless such Losses exceed an aggregate amount equal to $637,500 (the “Deductible Amount”) and then only for Losses in excess of the Deductible Amount and (B) in excess of $8,500,000 (the “Cap”) in the aggregate for Seller and Parent; provided, however, that the foregoing limitations will not be obligated apply to pay any amounts (x) claims for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise pursuant to Section 9.3(a) in respect of any inaccuracy breaches of, or breach disclosed inaccuracies in, the Fundamental Representations, (y) claims for indemnification in writing to GRS respect of breaches or violations of the representations and specifically waived warranties in writing by GRS prior to the ClosingSection 3.15 (Taxes) or (z) claims based upon fraud. (ii) Neither GRSwithout limiting the generality of the foregoing, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, Losses arising out of the same, similar or otherwise related facts and circumstances shall not be entitled to indemnification under Section 9.3(a) or 9.4(a) and shall not be indemnifiable or counted toward satisfaction of the Deductible Amount unless they exceed $100,000 in the aggregate at which point the Buyer Indemnified Parties shall be indemnified for all such Losses, subject, however, to the limitations set forth in Section 9.5(a)(i); provided, however, that the foregoing limitations will not apply to (w) claims for indemnification pursuant to Section 9.3(a) or Section 9.4(a) in respect of Sections 3.02breaches of, 3.21or inaccuracies in, 3.28the Fundamental Representations, 5.22(x) claims for indemnification in respect of breaches of, 5.29or inaccuracies in, 9.01 the representations and warranties in Section 3.15 (iiTaxes), (y) claims based upon fraud or (z) circumstances where the Materiality Threshold is applied pursuant to Section 9.3(a) or Section 9.4(a); (iii) subject to Section 9.5(a)(ii), Buyer shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters described in Section 9.4(a) (A) unless such Losses exceed an aggregate amount equal to the Deductible Amount and then only for Losses in excess of the Deductible Amount and (iii), 11.01 and 11.02 and Article IV hereof (B) in excess of the "Basket Exclusions"), until Cap in the aggregate for Buyer; provided, however, that the foregoing limitations will not apply to (x) claims for indemnification payments, exclusive pursuant to Section 9.4(a) in respect of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRSbreaches of, or inaccuracies in, the Company Fundamental Representations or (y) claims based upon fraud; (iv) neither Seller, Parent nor Buyer shall have any obligations under or liabilities in respect of Section 9.3(a) or Section 9.4(a) from and Stockholdersafter the applicable Survival Date (except with respect to the claims based on fraud which survive indefinitely); provided that any claim for indemnity made by a Buyer Indemnified Party or Seller Indemnified Party under Section 9.3(a) or Section 9.4(a), as the case may be, in accordance with the terms of this Article IX prior to the expiration of the applicable Survival Date will survive beyond the applicable Survival Date until such claim is finally and conclusively resolved; (v) neither a Buyer Indemnified Party, nor the Buyer Indemnified Parties as a group or class, shall be obligated entitled to pay any indemnification paymentsrecover from Seller or Parent pursuant to this Article IX more than once in respect of the same Losses suffered; and neither a Seller Indemnified Party, including nor the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve Seller Indemnified Parties as a "trigger" for indemnification group or class, shall be entitled to recover from Buyer pursuant to this Article IX more than once in respect of the same Losses suffered; (vi) each Buyer Indemnified Party and not as a "deductible" (for exampleSeller Indemnified Party shall use commercially reasonable efforts to mitigate any indemnifiable Loss, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is and in the aggregate amount event that either a Buyer Indemnified Party or Seller Indemnified Party fails to so mitigate an indemnifiable Loss, either Seller, Parent or Buyer (as the indemnifying Person) shall have no liability for any portion of $100,000such Loss that would have been avoided had the Buyer Indemnified Party or Seller Indemnified Party, as applicable, made such efforts. For the avoidance of doubt, nothing in this Section 9.5, shall be construed as imposing any obligation on an Indemnified Party with respect to the manner it may manage its Tax affairs or otherwise as interfering with the right of an Indemnified Party to arrange its Tax affairs in its sole and 1% of absolute discretion; (vii) notwithstanding anything to the Purchase Price is $70,000contrary herein, neither the Stockholders would then Buyer, on the one hand, nor the Seller or Parent, on the other hand, will be liable for Losses pursuant to this Article IX in excess of the entire $100,000 and not just $30,000). This Section 9.04(iiClosing Cash Payment; and (viii) will not apply to any breach neither Seller, Parent nor Buyer shall be liable for Losses in respect of any representations Liability or Loss which is contingent unless and warranties of which any party had until such contingent Liability or Loss becomes an actual Knowledge at any time prior Liability or Loss and is due and payable. (b) Notwithstanding anything to the date on contrary herein, except (i) in the case of fraud, (ii) as provided in Article VII (Tax Matters), Article X (Termination) or Section 11.6 (Equitable Relief), (iii) claims pursuant to the Ancillary Agreements and (iv) any claims that cannot be waived as a matter of Law, from and after the Closing, (x) the rights and remedies of Buyer, Seller and Parent, and any Buyer Indemnified Party and any Seller Indemnified Party (each Buyer Indemnified Party and Seller Indemnified Party is referred to herein as an “Indemnified Party”), under this Article IX are exclusive and in lieu of any and all other rights and remedies which such representation and warranty is made Buyer, Seller or Parent, or any intentional breach by any party of any covenant Indemnified Party, may have under this Agreement or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages otherwise against each other with respect to such breachesthis Agreement and with respect to the transactions contemplated hereby or thereby; and (y) Buyer, Seller and Parent each expressly waives and releases and agrees to waive and release any and all other rights or causes of action it or its Affiliates may have against the other party or its Affiliates now or in the future under any Law (including Environmental Law) solely with respect to the preceding matters.

Limitations on Indemnification. The Notwithstanding anything to the contrary contained in this Agreement any indemnification provided for claims shall be limited as follows (other than any indemnification claims or other Actions based upon (i) fraud or wilful misconduct, (ii) a breach of Section 8.26 (Taxes), or (iii) a breach of any Fundamental Reps, which, in Sections 9.01 and 9.02 each instance, shall not be subject to the following limitations:limitations set forth in this Section 11.4): (i) 11.4.1 The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out maximum aggregate amount of any indemnifiable Losses based upon, arising out of or otherwise resulting from the causes enumerated in respect Section 11.2.1 that may be recovered from Sellers and/or Parent shall not exceed $17,500,000; 11.4.2 The maximum aggregate amount of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, indemnifiable Losses arising out of or resulting from the causes enumerated in Section 11.3.1 that may be recovered from Purchaser shall not exceed $17,500,000; and 11.4.3 No indemnification by Sellers and Parent with respect to any Loss otherwise payable under Section 11.2.1 and no indemnification by the Purchaser with respect to any Loss otherwise payable under Section 11.3.1, shall in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 either case be payable until such time as all such indemnifiable Losses shall aggregate to more than $875,000 (ii) and (iiithe “Basket”), 11.01 after which time Sellers and 11.02 and Article IV hereof Parent, or Purchaser (as the "Basket Exclusions")case may be) shall be liable in full for all indemnifiable Losses above $175,000. Further, until notwithstanding anything to the aggregate contrary herein, other than any claim based upon fraud or wilful misconduct, all Parties indemnification payments, exclusive of the Basket Exclusions, equals one obligations herein shall not exceed under any circumstances an amount equal to fifty percent (150%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesPrice.

Limitations on Indemnification. (a) The right of Buyer Indemnified Parties to indemnification provided for in Sections 9.01 and 9.02 under Section 8.1(a) shall be subject to the following limitationsprovisions: (i) The Stockholders Indemnification with respect to all Buyer Indemnifiable Claims shall expire twelve (12) months after the Closing; provided, however, that the limitations of this clause 8.3(a) (i) shall not apply to: (A) Buyer Indemnifiable Claims (1) involving or arising from fraud or intentional misrepresentation, (2) arising under Sections 8.1(b) (including, -55- 57 without limitation, where the underlying claim results from a breach of the covenants in Sections 5.14, except as otherwise provided in clause (4) below, or Section 8.1(c)), or (3) arising under Section 8.1(a) if the underlying claim results from a breach of the representations and warranties in Sections 2.1(h), 2.1(v), or 2.1(w), for which the period for making such claims shall expire on the date which is three (3) months after the termination of the applicable statute of limitations, including any extension thereof, relating thereto or (4) from a breach of the representations and warranties in Section 2.1(h)(ii)(M) for which the period for making such claims shall expire in accordance with Section 5.14(a); or (B) Buyer Indemnifiable Claims arising under Section 8.1(a), if the underlying claim results from a breach of the representations and warranties made in Sections 2.1(b), 2.1(c), 2.1(d), 2.2(b), 2.2(c), 2.3(b), 2.3(c) or 2.3(e) for which the period for making such claims shall be obligated to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closingindefinite. (ii) Neither GRS, If prior to the Company nor the Stockholders relevant date of expiration a specific state of facts shall have become known which may constitute or give rise to any Buyer Indemnifiable Claim as to which indemnity may be obligated payable and a Buyer Indemnified Party shall have given notice of such facts to pay BIB or any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholderssuch Stockholder, as the case may be, then the right to indemnification with respect thereto shall be obligated remain in effect without regard to pay any indemnification paymentswhen such matter shall have been finally determined and disposed of, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior according to the date on which notice of the applicable claim is given. (iii) No indemnification shall be payable to Buyer Indemnified Parties with respect to Buyer Indemnifiable Claims not involving fraud or intentional misrepresentation if such representation Buyer Indemnifiable Claims arise solely under Section 8.1(a) unless the total of all Buyer Indemnifiable Claims shall exceed $500,000 (the "Basket") in the aggregate, whereupon the amount of such claims in excess of $500,000 shall be recoverable in accordance with the terms hereof. The Basket shall not be applicable to Buyer Indemnifiable Claims resulting from fraud or intentional misrepresentation or arising under Sections 8.1(b), 5.14 or 8.1(c). The Basket also shall not be applicable to amounts recoverable under Section 8.1(a) if the underlying claim arises as a result of a breach of the representations and warranty is made warranties in Sections 2.1(b), 2.1(c), 2.1(d), 2.2(b), 2.2(c), 2.3(b), 2.3(c), 2.3(e), 2.1(h), 2.1(v) or any 2.1(w). (iv) None of BIB or Parent shall be obligated to indemnify Buyer Indemnified Parties in respect of Buyer Indemnifiable Claims not involving fraud or intentional breach by any party misrepresentation if such Buyer Indemnifiable Claims arise solely under Sections 8.1(a) or 5.14(a) after the cumulative amount of all Buyer Indemnifiable Claims exceeds $20,000,000 ("Maximum Liability Amount"). The limitations on liability of the Maximum Liability Amount shall not be applicable to and shall be calculated exclusive of any covenant recovery under (A) Buyer Indemnifiable Claims arising under Sections 8.1(b) (including, without limitation, where the underlying claim results from a breach of the covenants in Sections 5.14(b), (c), (d), (e), (f) or obligation(g), but not including Section 5.14(a)) or 8.1(c) or (B) amounts recoverable under Section (a) if the underlying claim arises as a result of a breach of the representations and GRS warranties in Sections 2.1(b), 2.1(c), 2.2(b), 2.2(c), 2.3(b), 2.3(c), 2.3(e). (v) Any indemnification payable with respect to a Buyer Indemnifiable Claim shall be (A) net of any insurance proceeds actually received by Buyer, SMI or the Stockholders, as the case may be, will be jointly and severally liable for all damages Company with respect to such breachesLoss and (B) net of any tax benefits actually realized (through receipt of a refund or actual reduction of tax liability) as a result of (i.e. which would not have been received or credited but for) the Loss to which such indemnification payment relates. Notwithstanding the foregoing, the provisions of this Section 8.3(a)(v) shall not apply to claims arising with respect to the breach of the representation in Section 2.1(h)(ii)(M) or a decrease in tax basis of any category of assets addressed in that representation, in each case which shall be governed by Section 5.14(a). (b) Notwithstanding anything to the contrary in the foregoing section, except for a claim of infringement of proprietary rights with respect to any Intellectual Property, none of BIB, or Parent shall in any event be liable to any Buyer Indemnified Party for any consequential, special or indirect damages suffered by any Buyer Indemnified Party under any provision of this Agreement, even if advised of the possibility of such. (c) Except to the extent any Losses are incurred by the Buyer Indemnified Party resulting from any fraudulent or intentional misrepresentation by any of the Sellers, SMI or the Company (prior to the Closing Date in the case of SMI or the Company), the sole and exclusive monetary remedy of any Buyer Indemnified Party with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in Section 5.14 and in this Article 8. In furtherance of the foregoing, each Buyer Indemnified Party hereby waives, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against BIB, each Seller, or Parent arising under or based upon any Law (including, without limitation, any such rights, claims or causes of action arising under or based upon common law or otherwise). Notwithstanding the foregoing, nothing in this Agreement shall operate as a waiver of any right or remedy that any Buyer Indemnified Party may have under Environmental Laws with respect to real property currently or formerly owned, operated or leased by The Kapl▇▇ ▇▇▇st.

Limitations on Indemnification. The indemnification provided (a) In the case of any matter for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for which a party may seek indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing.V: (ii1) Neither GRS, no Losses shall be indemnifiable under Section 5.1(i) or Section 5.2(i) unless and until the Purchaser Related Parties or the Company nor Related Parties, as the Stockholders shall be obligated case may be, have suffered, incurred, sustained or become subject to pay any amounts for indemnification under this Article IX, except those based upon, arising out of Losses referred to in Section 5.1(i) or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiSection 5.2(i), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions")respectively, until the aggregate indemnification payments, exclusive in excess of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"“Deductible”), whereupon GRSin which case the Indemnified Parties shall be entitled to recover the amount of such Losses in excess of the Deductible; provided, however, that this Section 5.6(a)(1) shall not apply to the failure of any of the representations and warranties of the Company contained in Section 2.1, 2.2, 2.3(a), Section 2.4 or Section 2.8 or the failure of any of the representations and warranties of the Purchaser contained in Section 3.1, Section 3.2(a) or Section 3.5 to be true and correct; and (2) no Losses shall be indemnifiable pursuant to Section 5.1(i) or Section 5.2(i) as a result of or arising out of the failure of any of the representations and warranties of the Company or the Purchaser, as applicable, to be true and Stockholderscorrect (other than the representations and warranties of the Company contained in Section 2.1, 2.2, 2.3(a), Section 2.4 or Section 2.8 and the representations and warranties of the Purchaser contained in Section 3.1, Section 3.2(a) or Section 3.5) if the amount of Losses with respect to such indemnity claim is less than $100,000 (each such claim referred to in this Section 5.6(a)(2) being referred to as a “De Minimis Claim”), and no such De Minimis Claim shall be counted towards the Deductible. (b) In calculating amounts payable to an Indemnified Party, the amount of any indemnified Losses shall be determined without duplication of any other Loss for which an indemnification payment has been made, shall be increased by any net Tax detriment (determined on a with and without basis) actually incurred by an Indemnified Party or its Affiliates or its direct and indirect partners, as a result of the receipt or accrual of the indemnification payment required to be made hereunder in respect of such Losses and shall be computed net of (i) payments actually recovered by the Indemnified Party under any insurance policy with respect to such Losses or pursuant to any contribution rights, (ii) any amounts actually recovered by the Indemnified Party from any Person with respect to such Losses (including pursuant to any indemnification agreement or arrangement with any third party) and (iii) any net Tax Benefit (determined on a with and without basis) actually realized by the Indemnified Party or its Affiliates or its direct and indirect partners, in each of clauses (i), (ii) and (iii), calculated net of any out-of-pocket documented reasonable expenses related to the receipt of such recovery, including any incremental insurance premium costs (it being understood that with respect to (i) and (ii), each Indemnified Party shall use its reasonable best efforts to pursue all available insurance recoveries and indemnification). For the purposes hereof, “Tax Benefit” shall mean any refund of Taxes paid or credit of or reduction in the amount of Taxes which otherwise would have been paid in the year such Losses were incurred or in the following year. (c) In respect of any Loss for which indemnification may be sought pursuant to this Article V, nothing herein shall relieve an Indemnified Party from its duty to mitigate its Losses under applicable Laws. If an Indemnified Party shall have failed to mitigate any Loss to the extent required by the preceding sentence, then notwithstanding anything contained in this Agreement to the contrary, neither the Company nor the Purchaser (as the case may be, ) shall be obligated required to pay indemnify such Indemnified Party for that portion of the Losses that would reasonably be expected to have been avoided if such Indemnified Party had not failed to mitigate any indemnification payments, including Loss to the Basket Amount, in full. It is expressly understood that extent required by the Basket Amount shall serve as a "trigger" preceding sentence. (d) Upon making payment to an Indemnified Party for any claim for indemnification and not as a "deductible" (for examplepursuant to this Article V, if the indemnity claims for which GRS or Indemnifying Party shall be subrogated to the Stockholders would, but for extent of such payment to the provisions rights of this subparagraph (ii), be liable is in the aggregate amount Indemnified Party against any other Persons with respect to the subject matter of $100,000such claim, and 1% the Indemnified Party shall take such actions, at the cost and expense of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the StockholdersIndemnifying Party, as the case Indemnifying Party may bereasonably require to perfect such subrogation or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may have; provided, will however, that the Indemnifying Party shall not be jointly and severally liable for all damages subrogated with respect to such breaches.any cost of recovery to an Indemnified Party or any indemnified Losses not covered by reason of a limitation of liability provision set forth in this Article V.

Limitations on Indemnification. The indemnification provided (a) In the case of any matter for in Sections 9.01 and 9.02 shall be subject to the following limitations: (i) The Stockholders shall not be obligated to pay any amounts for which a party may seek indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing.V: (ii1) Neither GRS, no Losses shall be indemnifiable under Section 5.1(i) or Section 5.2(i) unless and until the Purchaser Related Parties or the Company nor Related Parties, as the Stockholders shall be obligated case may be, have suffered, incurred, sustained or become subject to pay any amounts for indemnification under this Article IX, except those based upon, arising out of Losses referred to in Section 5.1(i) or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iiiSection 5.2(i), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions")respectively, until the aggregate indemnification payments, exclusive in excess of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"“Deductible”), whereupon GRSin which case the Indemnified Parties shall be entitled to recover the amount of such Losses in excess of the Deductible; provided, however, that this Section 5.6(a)(1) shall not apply to the failure of any of the representations and warranties of the Company contained in Section 2.1, 2.2, 2.3(a), Section 2.4 or Section 2.8 or the failure of any of the representations and warranties of the Purchaser contained in Section 3.1, Section 3.2(a) or Section 3.5 to be true and correct; and (2) no Losses shall be indemnifiable pursuant to Section 5.1(i) or Section 5.2(i) as a result of or arising out of the failure of any of the representations and warranties of the Company and Stockholdersor the Purchaser, as applicable, to be true and correct (other than the case may berepresentations and warranties of the Company contained in Section 2.1, 2.2, 2.3(a), Section 2.4 or Section 2.8 and the representations and warranties of the Purchaser contained in Section 3.1, Section 3.2(a) or Section 3.5) if the amount of Losses with respect to such indemnity claim is less than $100,000 (each such claim referred to in this Section 5.6(a)(2) being referred to as a “De Minimis Claim”), and no such De Minimis Claim shall be counted towards the Deductible. (b) In calculating amounts payable to an Indemnified Party, the amount of any indemnified Losses shall be determined without duplication of any other Loss for which an indemnification payment has been made, shall be obligated increased by any net Tax detriment (determined on a with and without basis) actually incurred by an Indemnified Party or its Affiliates or its direct and indirect partners, as a result of the receipt or accrual of the indemnification payment required to pay be made hereunder in respect of such Losses and shall be computed net of (i) payments actually recovered by the Indemnified Party under any insurance policy with respect to such Losses or pursuant to any contribution rights, (ii) any amounts actually recovered by the Indemnified Party from any Person with respect to such Losses (including pursuant to any indemnification paymentsagreement or arrangement with any third party) and (iii) any net Tax Benefit (determined on a with and without basis) actually realized by the Indemnified Party or its Affiliates or its direct and indirect partners, in each of clauses (i), (ii) and (iii), calculated net of any out-of-pocket documented reasonable expenses related to the receipt of such recovery, including the Basket Amount, in full. It is expressly any incremental insurance premium costs (it being understood that the Basket Amount shall serve as a "trigger" for indemnification with respect to (i) and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is each Indemnified Party shall use its reasonable best efforts to pursue all available insurance recoveries and indemnification). For the purposes hereof, “Tax Benefit” shall mean any refund of Taxes paid or credit of or reduction in the aggregate amount of $100,000, and 1% of Taxes which otherwise would have been paid in the Purchase Price is $70,000, year such Losses were incurred or in the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesfollowing year.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (ia) The Stockholders Indemnifying Securityholders shall not be obligated have no liability for Damages pursuant to pay any amounts for indemnification under this Article IX arising out Section 9.1(b)(i) or pursuant to Section 9.1(b)(ii) by reason of any Losses based upon, arising out breach of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (iiSection 6.4(a) and (iiithe Buyer shall have no liability for Damages pursuant to Section 9.1(a)(i), 11.01 unless and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of all Damages for all claims asserted by the Indemnified Parties exceeds Nine Hundred Ninety-Three Thousand Dollars ($100,000993,000), and 1% respectively; provided, however, that after such amount of Damages exceeds Nine Hundred Ninety-Three Thousand Dollars ($993,000), any Damages in excess of such amount shall be recoverable by the Purchase Price is $70,000Indemnified Parties; provided, further, that the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will foregoing limitations shall not apply to (i) the Fundamental Representations or (ii) claims based on criminal matters or fraud, with respect to which, in each case, all Damages in connection therewith shall be recoverable from the first dollar and shall be counted in determining whether the thresholds in this Section 9.5(a) have been exceeded. For purposes of determining the amount of any Damages with respect to (but not for purposes of determining the existence of) any breach of any representations representation, warranty or covenant for purposes of indemnification under this ARTICLE IX, any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Material Adverse Effect,” “materiality” or words of similar effect, shall be disregarded. (b) The indemnification obligations of the Indemnifying Securityholders pursuant to Section 9.1(b)(i) or pursuant to Section 9.1(b)(ii) by reason of breach of Section 6.4(a) and warranties the indemnification obligations of which any party had actual Knowledge at any time prior the Buyer pursuant to Section 9.1(a)(i) shall be limited to an amount equal to the date Indemnity Escrowed Funds, respectively; provided that the foregoing limitation shall not apply to (i) the Fundamental Representations, which shall be limited to an amount equal to the sum of the Cash Consideration plus the amount of the Dividend Indebtedness, or (ii) claims based on criminal matters or fraud, which shall not be limited in amount. (c) The Indemnified Party shall use commercially reasonable efforts to seek recovery for Damages arising under this ARTICLE IX (i) first, against the Indemnity Escrowed Funds and (ii) second, against the R&W Insurance Policy; provided, however, that exhaustion of all such representation efforts by the Indemnified Party shall not be a precondition to recovery of Damages by such Indemnified Party in accordance with this ARTICLE IX. To the extent that any indemnification claim pursuant to this ARTICLE IX (1) is not recoverable against the Indemnity Escrowed Funds or the R&W Insurance Policy and warranty is made (2) arises from (A) any breach of, or any intentional breach inaccuracy in, any Fundamental Representation or (B) claims based on criminal matters or fraud, the Indemnified Party may seek satisfaction of its claim for indemnification by any party of any covenant or obligation, and GRS pursuing such claim directly against the Buyer or the StockholdersIndemnifying Securityholders, as applicable (subject to the case may be, will be jointly and severally liable for all damages with respect to such breacheslimitations set forth in Section 9.5(b)).

Limitations on Indemnification. The indemnification provided for in Sections 9.01 8.02 and 9.02 8.03 shall be subject to the following limitations: (ia) The Stockholders Subject to the terms of this Agreement, the Sellers and the Key Employees shall not be obligated to pay any indemnification amounts for Losses pursuant to Section 8.02(a) and only for unintentional breaches of Section 4.01 under Section 8.02(b) unless and until the aggregate amount of all Losses pursuant thereto exceeds an amount equal to $100,000 (the "Basket"), whereupon the Buyer shall be entitled to indemnification under this Article IX arising out Section 8.02(a) for all such Losses including without limitation unintentional breaches of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the ClosingSection 4.01 under Section 8.02(b). (b) In the case of a breach by the Sellers or the Key Employees of: (i) any covenant or agreement of the Sellers or the Key Employees contained in this Agreement, or (ii) Neither GRSthe representations and warranties contained in Sections 2.04, 2.10, 2.12, 2.13, 2.22, 2.23, 2.25, 2.28 and 2.29 the Buyer shall be entitled to indemnification for all such Losses but shall be limited to the aggregate amount of the consideration paid to the Sellers and the Key Employees pursuant to Sections 1.06(a) and (b); and (c) In the case of a breach by the Sellers and the Key Employees of all other representations and warranties contained in Article II hereof, and for unintentional breaches of Section 4.01, the Company nor the Stockholders Buyer shall be obligated entitled to pay any amounts indemnification for all such Losses but shall be limited to an aggregate of $10,000,000. Clauses (a), (b) and (c) of this Section 8.04 are subject to paragraphs (d) and (e) below. (d) Subject to Section 8.01 hereof, no claims for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 8.02 (iia) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%or 8.03(a) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated made after the date, if any, on which the applicable covenant, representation or warranty upon which such claim was based ceases to pay any indemnification payments, including the Basket Amount, in fullsurvive pursuant to Section 8.01. It is expressly understood that the Basket Amount shall serve as a "trigger" No claim for indemnification and shall be made for unintentional breaches under Section 4.01 if not as a "deductible" asserted prior to two (for example, if 2) years after the indemnity claims for which GRS or Closing Date. (e) The limitations on the Stockholders would, but for the provisions of indemnification obligations set forth in this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will 8.04 shall not apply to any breach Excluded Liabilities or any and all liabilities, other than Assumed Liabilities, of any representations and warranties of which any party had actual Knowledge at any time prior the Sellers or the Key Employees related to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or Business first arising before the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesEffective Date.

Limitations on Indemnification. The indemnification (a) Notwithstanding anything to the contrary provided elsewhere in this Agreement, the obligations of any Indemnitor under this Agreement to indemnify any Indemnified Party with respect to any Claim pursuant to Section 8.03 shall be of no force and forever barred unless the Indemnified Party has given the Indemnitor notice of such claim prior to April 1, 2001, provided that there shall be no time limit for Claims made for a breach of the representations and warranties contained in Sections 9.01 5.01, 5.02, 5.03, 5.04, 5.10, 5.16 and 9.02 5.22 other than the statute of limitations applicable thereto. In any event, the parties shall be subject to the following limitations:fully cooperate with each other and their respective counsel in accordance with Section 8.04 in connection with any such litigation, defense, settlement or other attempted resolution. (ib) The Stockholders shall not be obligated to pay any amounts No Claim by the Purchaser for indemnification pursuant to this Article VIII may be made unless and until the Indemnified Party has incurred, sustained or suffered Damages in respect of which the Indemnitor would be liable under this Article IX arising out VIII in excess of $100,000 in the aggregate (the "Basket"), at which time all amounts of such Damages in excess of $100,000 may be claimed and recovered as provided in this Agreement; provided, however, that the Basket shall not apply to any Claims based on Section 4.03 or with respect to any Claims based upon a breach of any Losses based uponrepresentations and warranties set forth in Sections 5.01, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS 5.02, 5.03, 5.04, 5.10, 5.22 and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof 5.25 (the "Basket Exclusions"), until . (c) The maximum amount of Damages for which the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of Seller or Purchaser may be liable under this Article VIII shall be the Purchase Price Price. (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, d) Indemnification pursuant to this Article VIII shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification sole and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions exclusive remedy of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any each party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages hereto with respect to such breachesany claims arising under or in connection with this Agreement. (e) Any payments made by either party hereto pursuant to this Article VIII shall be treated as an adjustment to the Purchase Price.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (ia) The Stockholders Indemnified Parties shall not be obligated entitled to pay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of Losses incurred by any inaccuracy Indemnified Party pursuant to Section 9.1(a)(i) or breach disclosed in writing to GRS 9.1(b)(i): unless and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of such Losses plus any unindemnified Audit Losses exceeds $100,000600,000 (the “Deductible Amount”), and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages only with respect to such breachesexcess; provided, however, that if the Losses with respect to any breach (or series of breaches arising from the same or substantially similar facts or circumstances) do not exceed $5,000, then the Indemnified Parties shall not be entitled to indemnification hereunder with respect to such Losses. Notwithstanding the foregoing, any indemnification arising out of a breach of the representations and warranties contained in Section 3.1, 3.2, 3.4, 3.5, 3.9, 3.14, 3.19, 3.20, 4.1, 4.2, 5.1, 5.2, 5.5, 5.6, 5.7 and 5.10 (collectively the “Fundamental Matters”) will not be subject to any limitations set forth in this Section 9.4(a) or otherwise set forth herein (b) The aggregate Losses jointly and severally payable by the Company Stockholder and Furano with respect to all Claims for indemnification pursuant to Section 9.1(a)(i), other than the Fundamental Matters, shall not exceed $20,000,000. (c) The aggregate Losses payable by Parent with respect to all Claims for indemnification pursuant to Section 9.1(b)(i), other than the Fundamental Matters, shall not exceed $20,000,000. (d) (i) Any Loss for which indemnification is provided to any Parent Indemnified Party under this Agreement shall be reduced to give effect to any insurance proceeds, indemnity, contribution or other payments or recoveries of a like nature actually received by the Parent Indemnified Party in connection with such Loss net of any costs of collections with respect to such policies as a result of such claims. Parent shall use its commercially reasonable efforts to cause the Parent Indemnified Parties to seek the benefits of any insurance, indemnity, contribution or other payments or recoveries of like nature applicable to such Losses; provided, that, if in the Parent’s reasonable, good faith judgment, the making of such a claim is reasonably likely to result in a significant experience based premium increase in an insurance policy it maintains with respect to such claim, then Parent shall not be required to seek the benefits of such policy unless Furano agrees to compensate the Parent for any such significant experience based premium increase which results directly from the making of such claim. No obligation of Parent under this Section 9.4(c) shall limit, delay or otherwise affect the rights of Parent to recover from the Company Stockholder and/or Furano pursuant to Section 9.1(a).

Limitations on Indemnification. The indemnification provided (a) Indemnity Baskets for the Designated Stockholders. From and after the ------------------------------------------------- Closing, the Purchaser Indemnified Persons shall not have the right to be indemnified pursuant to Section 9.1(a)(i), Section 9.1(a)(iii) and/or Section 9.1(b)(i) unless and until the Purchaser Indemnified Persons (or any member thereof) shall have incurred on a cumulative basis aggregate Losses in Sections 9.01 and 9.02 an amount exceeding $300,000, whereupon the Purchaser Indemnified Persons (or any member thereof) shall be subject entitled to indemnification for all Losses incurred by the following limitations: Purchaser Indemnified Persons (or any member thereof) in excess of $300,000; provided, however, that in no event shall the limitations set forth in this -------- ------- Section 9.5(a) apply with respect to (i) The Stockholders shall not be obligated to pay any amounts for indemnification under this Article IX arising out breach of any Losses based upon, arising out of or otherwise those representations and warranties set forth in respect of any inaccuracy or breach disclosed in writing to GRS and specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions")excluding, until the aggregate indemnification paymentshowever, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph clauses (ii), be liable is in the aggregate amount (iii) and (v) of $100,000Section 4.3(c)), Section 5.1, Section 5.2 (excluding, however, clauses (ii), (iii) and 1% (v) of the Purchase Price is $70,000Section 5.2(b)), Section 5.3, Section 5.4(a), Section 5.4(b), Section 5.5, Section 5.9, Section 5.10, Section 5.13(d), Section 5.18 or Section 5.20 (collectively, the Stockholders would then be liable for the entire $100,000 and not just $30,000"Excluded Seller Representations"). This Section 9.04(ii, or (ii) will not apply to any ------------------------------- willful or knowing breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and or warranty is made or any fraudulent or intentional breach by any party act or intentional misrepresentation of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages with respect to such breachesDesignated Stockholder.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 Notwith-standing any other provision of this Agreement, none of the parties hereto shall be subject entitled to indemnification pursuant to this Section 9.2 for any Damages arising out of the following limitationsbreach of any representation, warranty, covenant or agreement made by the other party in this Agreement except as follows: (i) The Stockholders with respect to any Damages resulting from a breach of any of the covenants, representations and warranties by either party hereto, the other party hereto (an "Indemnitee") shall be entitled to indemnification for only those Damages which arise out of such breach and are in excess of $750,000 in the aggregate (it being agreed that such Indemnitee shall bear the first $750,000 of Damages arising from such breaches or alleged breaches); provided, however, that such limitations in this clause (i) shall not be obligated apply to pay any amounts for indemnification under this Article IX arising out (A) Damages resulting from a breach of any Losses based uponSections 4.2, arising out of 4.19, 5.2 or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS 5.7 and specifically waived in writing by GRS prior to (B) Damages resulting from Liabilities other than the Closing. Assumed Liabilities; and (ii) Neither GRS, unless the Company nor the Stockholders party seeking such indemnification shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of make its claim therefor on or otherwise in respect of Sections 3.02, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in the aggregate amount of $100,000, and 1% of the Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which the relevant representation or warranty shall expire pursuant to Section 10.2, except that if a claim arises under a representation or warranty and a notice of such claim is given prior to the expiration of the survival period, then such representation and or warranty is made or any intentional breach by any party of any covenant or obligation, and GRS or the Stockholders, as the case may be, will be jointly and severally liable for all damages shall not terminate with respect to such breachesclaim until indemnification thereof (if any is owing) shall have been made in accordance with the provisions of this Agreement. In no event will either party be liable under or with respect to this Agreement for any Damages or any portion of any Damages arising out of the breach of any representation or warranty in excess of the sum of, on the date of determination: (i) the Cash Consideration (subject to adjustment in accordance with Section 2.3 hereof), (ii) any payments of principal actually made on the Promissory Note, and (iii) any payments actually made in whole or partial redemption of the Preferred Stock.