Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a1) The Seller Parties shall not have any obligation Any indemnification to indemnify Buyer Indemnitees with respect to which any Buyer Indemnifiable Indemnitee is entitled under Section 10.2(A)(1) (except to the extent the indemnifiable Losses arise out of a breach of a Carved-Out Representation) shall be made as a payment to such Buyer Indemnitee of Escrow Funds from the Escrow Account. For purposes of clarification, the Buyer Parties’ sole source of recovery for indemnification for Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”10.2(A)(1) (at which point, subject except to the limitations set forth extent the indemnifiable Losses arise out of a breach of a Carved-Out Representation) shall be of Escrow Funds from the Escrow Account, and in this Article Vno such event will any Buyer Indemnitee make a claim for indemnification against, seek to recover from, or have any right to recover from any ▇▇▇▇▇▇▇▇ Party or Seller for such Losses. (2) Any indemnification to which any Buyer Indemnitee is entitled under Section 10.2(A)(1) with respect to (and only to the Seller Parties extent of) any indemnifiable Losses arising out of a breach of a Carved-Out Representation shall indemnify Buyer Indemnitees for all be made first as a payment to such Buyer Indemnifiable Losses including Indemnitee of Escrow Funds from the Escrow Account (if applicable), and finally, from the ▇▇▇▇▇▇▇▇ Parties and the Sellers, severally and not jointly. To be clear, a Buyer Indemnitee may make any claim for indemnification against, seek to recover from, and has the right to recover directly from any ▇▇▇▇▇▇▇▇ Party or Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from of a breach of a Fundamental Carved-Out Representation by any Seller Party. (b) Any claim by any so long as such Buyer Indemnitee for Buyer Indemnifiable Losses arising first seeks recovery from Section 5.2 shall first be made against the Escrow Amount, Account (if applicable, and then directly against any of ). In the Seller Parties. After event the Escrow Amount is exhausted Account has terminated or any non-exhausted portion thereof is paid to the Seller PartiesEscrow Funds have been exhausted, then such Buyer Indemnitee shall have the right to set off seek recovery directly against the Earn-Out Amount ▇▇▇▇▇▇▇▇ Parties and the Sellers, severally and not jointly. (3) For purposes of calculating the amount of Losses to which the Buyer Indemnitees are entitled under Section 10.2(A)(1) (but not for purposes of determining whether a representation or warranty has been breached), the terms “material,” “materiality,” and “material adverse effect” will be disregarded. (4) No Buyer Indemnitee shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect be entitled to claims for indemnification or claims related recover any Losses under this ARTICLE 10 to the extent (i) the applicable Buyer Indemnitee has made recovery of such Loss from a Person or entity other than another Party to this Agreement (to the extent of such recovery), or (ii) such Loss is a Tax for a Post-Closing AdjustmentPeriod. (c5) The Buyer shall not have Indemnitees’ right to indemnification pursuant to ARTICLE 10 on account of any obligation to indemnify Seller Indemnitees with respect to Losses will be reduced by the amount of any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses reserve reflected on the Company Group’s books and records as of the Closing Date established for the general category of items or matters similar in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject nature to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all specific items or matters giving rise to such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by BuyerLoss. (d6) Notwithstanding anything to the contrary contained hereinin this Agreement, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, Parties shall not exceed be entitled to indemnification with respect to any Losses as a result of, or based upon or arising from, any claim or Liability to the Total extent such claim or Liability is taken into account in determining the amount of any adjustment to the Purchase PricePrice in accordance with Sections 2.1—2.3. (e7) An Indemnified If any Party shallmakes any indemnification payment pursuant to this ARTICLE 10 or otherwise by reason of the transactions contemplated hereby under any theory of recovery, at such Party shall be subrogated, to the Indemnifying Party’s requestextent of such payment and to the extent permitted by law, cooperate in to any rights and remedies of the defense of any matter subject aggrieved Party to recoup amounts paid from third parties with respect to the matters giving rise to indemnification hereunder at the Indemnifying Party’s expensehereunder. (f8) The amount of any and all Losses under this ARTICLE 10 shall be determined net of any amounts actually recovered by the Indemnified Party under the insurance policies, indemnities or other reimbursement arrangements of the Company Group with respect to such Losses. (9) Notwithstanding In no event will any provision Party to this Agreement be entitled to recover or make a claim for any amounts in respect of consequential, incidental or indirect damages, or punitive damages (except to the contraryextent recovered by a third party), nothing and, in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses. (10) Nothing contained in this Agreement shall limit or restrict any Indemnified PartyBuyer Indemnitee’s right to maintain or recover any damages caused by amounts in connection with any action or resulting from fraudulent or claim based upon any intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party heretofraudulent misrepresentation. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) Seller shall have no liability for Losses solely for breaches of representations and warranties set forth in ARTICLE II unless and until the aggregate amount of Losses for all claims asserted by the Indemnified Party exceeds the Basket, in which event Seller shall only pay and be liable for Losses in excess of the Basket. The Seller Parties foregoing limitations shall not have apply to claims based upon breaches of Fundamental Representations and actual fraud, gross negligence or criminal misconduct of Seller or any obligation of its Affiliates, with respect to indemnify Buyer Indemnitees which, in each case, Losses in connection therewith shall be recoverable from the first dollar and shall not be counted in determining whether the threshold set forth in the preceding sentence has been exceeded. For the sole purpose of determining any Losses with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of any representation, warranty or covenant by Seller for purposes of indemnification under this ARTICLE VII (and not for determining whether or not any breaches of representations, warranties or covenants have occurred), any qualification or limitation of a Fundamental Representation representation, warranty or covenant by any Seller Partyreference to materiality of matters stated therein or as to matters having or not having a “Material Adverse Effect,” “materiality” or words of similar effect shall be disregarded. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement, the Seller’s aggregate Liability of Buyer for Seller Indemnifiable Losses arising under indemnification pursuant to subsection Section 5.2(b)(i7.2(a)(i) from a will not exceed $15,500,000 (the “Cap”); provided, however, that notwithstanding the foregoing the Cap will not apply with respect to (i) any claim for indemnification pursuant to Section 7.2(a)(i) based on any breach of a representation or warrantyFundamental Representation, other than for which Seller’s Liability for indemnification, together with any Liability for indemnification otherwise pursuant to Section 7.2(a)(i) in the representations and warranties contained in Section 3.1 or Section 3.2, shall aggregate will not exceed the Total Purchase Price, or (ii) actual fraud, gross negligence or criminal misconduct of Seller or any of its Affiliates. (c) Notwithstanding anything to the contrary in this Agreement, in no event will any Indemnified Party be entitled to recover under Section 7.2 after the applicable Expiration Date set forth in Section 7.1 unless a Claim Notice was delivered prior to such time. (d) Any Losses hereunder will be determined without duplication of recovery that would result from the set of facts giving rise to such Losses constituting a breach or other violation of more than one representation, warranty or covenant hereunder. (e) An There will be no obligation to indemnify under Section 7.2 to the extent the Loss relates to any breach of representation, warranty or covenant expressly waived in writing by the Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE PARTIES AGREE THAT THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES, AND THE RECOVERY BY AN INDEMNIFIED PARTY OF ANY LOSSES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT, SHALL, EXCEPT IN THE CASE OF ACTUAL FRAUD, GROSS NEGLIGENCE OR CRIMINAL MISCONDUCT, BE LIMITED TO DIRECT DAMAGES ARISING FROM SUCH BREACH OR NONFULFILLMENT AND REASONABLY FORESEEABLE BY THE PARTIES AS OF THE DATE OF THIS AGREEMENT, BUT NOT DAMAGES INDIRECTLY ARISING FROM SUCH BREACH OR NONFULFILLMENT, AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY INDEMNIFIED PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, SPECULATIVE, REMOTE, EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR INCURRED BY SUCH INDEMNIFIED PARTY. For purposes of the foregoing, Losses may include indirect, speculative, remote, exemplary or punitive damages to the contraryextent (i) the injuries or losses resulting in or giving rise to such damages are incurred or suffered by a third party who is not an Affiliate of a Party, nothing in this Agreement and (ii) such damages are recovered against an Indemnified Party by a Person that is a third party who is not an Affiliate of a Party. This Section 7.3(f) shall operate only to limit or restrict any Indemnified a Party’s right liability and shall not operate to maintain increase or recover expand any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any contractual obligation of the representations or warranties contained herein or willful misconduct on the part of any other Party heretoa Party. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the No Indemnified Party will be entitled to indemnification under this Article V as ARTICLE VII with respect to any Third Party Claim unless and until the final amount of recoverable Losses (if any) are determined by a result offinal, non-appealable judgment or award, or settlement entered into in connection withaccordance with this ARTICLE VII, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the in each case that is binding on such Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, no Parent Indemnified Party shall have a right to be indemnified for Losses under Section 8.02(a) and Section 8.02(b) unless and until the aggregate Liability amount of Buyer indemnifiable Losses underlying such claims equals or exceeds $[Redacted – commercially sensitive information] (the “Deductible”), and then Parent Indemnified Parties shall have a right to be indemnified for Seller Indemnifiable the amount of Losses arising under Section 5.2(b)(i) from a breach in excess of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase PriceDeductible. (eb) An The maximum amount of Losses for which Parent Indemnified Party shallParties, at the Indemnifying Party’s request, cooperate in the defense aggregate, shall be entitled to receive indemnification under Section 8.02(a) and Section 8.02(b) (other than in respect of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to breaches of any of the representations Company Fundamental Representations or warranties contained herein or willful misconduct on the part of any other Party hereto. Section 4.22 (gTaxes)) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds $[Redacted – commercially sensitive information];. The maximum amount of Losses for which Parent Indemnified Parties, in the aggregate, shall be entitled to receive indemnification in respect of breaches of under Section 4.22 (but in no event Taxes) shall be an amount greater than the related Loss theretofore paid equal to $[Redacted – commercially sensitive information]. (c) Notwithstanding anything to the contrary contained herein, no Seller Indemnified Party by shall have a right to be indemnified for Losses under Section 8.03(a) and Section 8.03(b) unless and until the Indemnifying Party)aggregate amount of indemnifiable Losses underlying such claims equals or exceeds the Deductible, and then Seller Indemnified Parties shall have a right to be indemnified for the amount of all such Losses. (d) The maximum amount of Losses for which Seller Indemnified Parties, in the aggregate, shall be entitled to receive indemnification under Section 8.03(a) and Section 8.03(b) shall be entitled to receive indemnification under this Agreement shall be an amount equal to $[Redacted – commercially sensitive information]. The maximum amount of Losses for which Seller Indemnified Parties, in the aggregate, shall be entitled to receive indemnification in respect of breaches of under Section

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement, except with respect to Claims relating to Taxes: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 8.02(a) or 8.03(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $2,000,000 (the “Basket”) whereupon the Indemnified Party shall be entitled to indemnification for the amount of such Losses in excess of the Basket and (ii) in the absence of bad faith, fraud, deceit or intentional breach of any provision of this Agreement on the part of the Indemnifying Party, the aggregate Liability maximum amount of Buyer indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 8.02(a) or 8.03(a), as the case may be, shall be an amount equal to $30,000,000. (b) An Indemnifying Party shall have no obligation to indemnify an Indemnified Party for Seller Indemnifiable Losses arising under Section 5.2(b)(ito the extent that such Losses arise out of actions taken (or omitted to be taken) from a breach by the Indemnified Party or its Subsidiaries or any of a representation their respective Affiliates or warranty, representatives after the Closing Date (other than the representations actions required by this Agreement) and warranties contained in Section 3.1 or Section 3.2, such Losses shall not exceed be included in the Total Purchase Pricedetermination of whether the Basket has been reached. (c) Notwithstanding anything to the contrary in this Agreement, “Losses” shall not include any indirect damages, including punitive, exemplary, consequential or incidental damages (except to the extent necessary to reimburse an Indemnified Party for judgments actually awarded to third parties in respect of such types of damages). (d) The parties agree that none of the parties hereto shall have any right of set-off with respect to any Loss against any amount otherwise due to any party hereto. (e) An Indemnified Party shallNYSE Regulation shall not have any Liability to NASD for any Claim relating to any Acquisition Document or the transactions contemplated thereby where such Claim is related to any Law not in existence and in effect as of the date of this Agreement or any changes after the date of this Agreement to any Law, at the Indemnifying Party’s request, cooperate in the defense including retroactive effectiveness of or changes to any matter subject to indemnification hereunder at the Indemnifying Party’s expensesuch Law. (f) Notwithstanding For purposes of computing the amount of Losses incurred, paid or accrued by a party pursuant to this Article VIII, any provision insurance proceeds or other reimbursements relating to such Losses that a party receives shall be subtracted from such Losses, or, in the event the Indemnifying Party has already paid for such Losses, delivered to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Indemnifying Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties parties agree that if a party is entitled to indemnification under more than one provision of this Agreement, then such party shall treat any payments made pursuant be entitled to this Article V as an adjustment only one indemnification or recovery with respect to the Total Purchase Price for Tax purposes, unless Losses arising out of the same circumstances and events (it being understood that the purpose of this sentence is solely to preclude a final determination causes duplicate recovery by such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Partyparty).

Limits on Indemnification. (a) The Except for the liability of the Sellers to indemnify the Buyer for Indemnifiable Losses arising under Section 12.2(a)(iv) hereof or any Buyer Indemnifiable Losses arising out of a nonfulfillment or breach of the agreements set forth in Section 9.3(a) hereof (collectively, the “Special Indemnifiable Losses”), the aggregate liability of the Sellers to indemnify the Buyer from and against any Indemnifiable Losses arising under Section 12.2(a) hereof shall be first satisfied from the Escrow Funds (or, in the case of Indemnifiable Losses arising under Section 12.2(a)(v) , solely from the Escrow Funds) and shall not exceed thirty million ($30,000,000) (the "Cap"), which such Cap shall include all amounts satisfied out of the Escrow Funds. With respect to Indemnifiable Losses arising under Section 12.2(b) (a “Shareholder Claim”), the breaching Holder's pro rata portion of such Indemnifiable Losses shall be satisfied by such breaching Holder individually and not from the Escrow Funds, subject to the limitations contained herein (including, without limitation, those contained in the sentence immediately following). Notwithstanding anything to the contrary herein, (i) the aggregate liability of each Seller Parties to indemnify the Buyer from and against any Indemnifiable Losses under Section 12.2(a) hereof (other than Special Indemnifiable Losses) shall be limited to such Seller’s Pro Rata Portion of the Cap, (ii) the aggregate liability of each Seller to indemnify the Buyer from and against any Indemnifiable Losses (whether relating to Special Indemnifiable Losses or otherwise) shall be limited to such Seller’s Pro Rata Portion of such Indemnifiable Losses, (iii) the aggregate liability of each Holder to indemnify the Buyer from and against any Indemnifiable Losses arising hereunder shall be limited to the total amount of the Purchase Price paid to such Holder, (iv) the aggregate liability of Buyer to indemnify the Company and each Holder from Indemnifiable Losses hereunder shall be limited to the total amount of the Purchase Price, and (v) the aggregate liability of the Sellers under Section 12.2(a)(v) shall be limited to three hundred thousand dollars ($300,000.00) (b) Except for the liability of the Sellers to indemnify the Buyer for Indemnifiable Losses arising under Section 12.2(a)(iii) , Section 12.2(a)(iv) or Section 12.2(a)(v) hereof or any Buyer Indemnifiable Losses arising out of a nonfulfillment or breach of the agreements set forth in Section 9.3(a) hereof, the Sellers will not have any obligation to indemnify the Buyer with respect to any Indemnifiable Losses arising under Section 12.2(a) until the Buyer shall first have suffered such aggregate Indemnifiable Losses in excess of two million dollars ($2,000,000) (the “Basket”) (at which point the Sellers will be obligated to indemnify the Buyer only for such Indemnifiable Losses in excess of the Basket); provided, however, that the Sellers will not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer individual Indemnifiable Losses arising of less than fifteen thousand dollars ($15,000) each, and such Indemnifiable Losses shall not be counted toward the Basket or the Cap; provided, further that, for purposes of determining whether an Indemnifiable Loss exceeds fifteen thousand dollars ($15,000), all Indemnifiable Losses under Section 5.2(a)(i12.2(a) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with of or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustmentsame event or circumstance or a series of related events or circumstances shall be treated as one Indemnifiable Loss. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Sellers shall not have any liability to indemnify the Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i12.2(a)(iv) hereof until the Buyer shall first have suffered such Indemnifiable Losses in excess of One Hundred and Twenty-Five Thousand Dollars ($125,000.00) (the “Wrongful Death Threshold”) at which time, the Sellers shall be liable for all such Indemnifiable Losses in excess of the Wrongful Death Threshold (the “Wrongful Death Liability Excess”). The first One Million, Five Hundred Thousand Dollars ($1,500,000) of the Wrongful Death Liability Excess shall be satisfied from a the Escrow Funds and shall be applied towards the Cap. (d) The Holders shall have no obligation to indemnify the Buyer from and against any Indemnifiable Losses arising out of the breach of a representation or warranty, other than any of the representations and or warranties contained in Section 3.1 or Section 3.2, shall not exceed made herein unless the Total Purchase PriceBuyer makes a written claim for the breach which gives rise to such Indemnifiable Losses within the Survival Period. (e) The Holders shall have no obligation to indemnify the Buyer from and against any Indemnifiable Losses arising out of any breach of any representation or warranty of which the Buyer had knowledge at or prior to the Closing. (f) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding hereunder. Each Indemnified Party shall seek to collect any provision amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Indemnifiable Losses to the contrary, nothing in this Agreement shall limit or restrict any same extent that the Indemnified Party’s right Party would if such Indemnifiable Loss were not subject to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party heretoindemnification hereunder. (g) The Parties amount of any Indemnifiable Losses payable under Section 12.2 by the Indemnifying Party shall treat be net of (i) amounts recovered or recoverable under applicable insurance policies, from any payments other third party with indemnification obligations or from any other Person responsible therefor and (ii) the Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such Indemnifiable Losses. If an Indemnified Party receives any amounts under applicable insurance policies, from any other third party with indemnification obligations or from any other Person alleged to be responsible for any Indemnifiable Losses, subsequent to an indemnification payment by any Indemnifying Party and provided the Indemnified Party has collected all sums due from the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made pursuant to this Article V as an adjustment or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to amount received by the Total Purchase Price for Tax purposesIndemnified Party. (h) The amount payable by the Indemnifying Party Sellers and, to the extent applicable, the Preferred Holders, shall not be liable under Section 12.2(a) or Section 12.2(b) to the extent (i) Buyer Indemnifiable Losses relating to any matter that (A) with respect to Buyer Indemnifiable Losses arising from a warranty breach, is included in the Closing Date Net Assets or Latest Balance Sheet to the extent set forth as a specific liability or reserve or (B) the Buyer had otherwise been adequately compensated for pursuant to the Purchase Price adjustment under Section 2.3 or (ii) consequential, incidental, indirect, special or punitive damages. (i) Each Indemnified Party shall take and shall cause their respective Affiliates to take all reasonable steps to mitigate and otherwise minimize the Indemnifiable Losses to the maximum content reasonably possible upon and after becoming aware of any event which would reasonably expected to give rise to any Indemnifiable Losses. Without limiting the foregoing, the Buyer agrees to cause the Company to pursue in good faith recovery for the Wrongful Death Claim under this Article V as a result of, or in connection with, all applicable insurance policies. (j) If an Indemnified Party receives any Losses shall be reduced by any insurance proceeds (other than proceeds payment from self-insurance or fronted insurance programs) realized and actually received by the Indemnified an Indemnifying Party in respect of such Losses, net of any premiums with respect to, Indemnifiable Losses and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The the Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any could have recovered all or part of such Losses. If such insurance proceeds are actually received by an Indemnified Party after Indemnifiable Losses from a third party (a “Potential Contributor”) based on the date on which underlying claim asserted against the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt shall assign such of such insurance proceeds, reimburse its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment. (k) Except as specifically set forth in an amount equal this Agreement, the Buyer waives any rights and claims it may have against the Holders, whether in law or in equity, relating to, the Company, the Stock, the Preferred Stock, or the transactions contemplated hereby. The rights and claims waived by the Buyer include, without limitation, claims for contribution or other rights of recovery arising out of or relating to any environmental, health or safety statute, law, regulation or rule, claims for breach of contract, breach or representation or warranty, negligent representation and all other claims for such insurance proceeds (but breach of duty. Excluding the right to seek specific performance or other equitable relief, after the Closing, this Article 12 will provide the exclusive remedy for any misrepresentation, breach of warranty, covenant or other agreement other than as provided in no event an amount greater than Sections 2.3(d)(ii) . Notwithstanding the related Loss theretofore paid foregoing, the Buyer does not waive any claim or right of recovery against the Sellers and Preferred Holders, and the Sellers and the Preferred Holders do not waive any claim or right of recovery against the Buyer, that are in addition to the Indemnified Party by remedies provided in this Agreement to the Indemnifying Party)extent a claim or right of recovery is based on the fraud of the Sellers or Preferred Holders in the first case or based on the fraud of the Buyer in the second case.

Limits on Indemnification. (a) Notwithstanding anything to the contrary herein, absent Actual Fraud, in no event shall the aggregate liability of the Seller in connection with this Agreement or the Transaction Documents, including the transactions contemplated herein and therein, exceed the Purchase Price. (b) The Buyer Indemnified Parties shall take, and shall cause the Companies to take, all commercially reasonable steps to mitigate a Loss upon becoming aware thereof and of the event which gives rise thereto. The Seller Indemnified Parties shall take and cause their respective Affiliates to take all commercially reasonable steps to mitigate a Loss upon becoming aware thereof and of the event which gives rise thereto. Such parties will each also use commercially reasonable efforts to pursue claims and collect any amounts to which they may be entitled under insurance policies or from third parties (pursuant to indemnification agreements or otherwise). The Parties agree that no Indemnified Party shall have any recourse under this Article X for any Losses that such Indemnified Party would not have suffered had such Indemnified Party exercised commercially reasonable efforts to mitigate such Losses within a reasonable amount of time following the discovery by such Indemnified Party of the fact, event or circumstance giving rise to such Losses (and for an Indemnified Party that is not a natural Person, the bringing to the attention of a responsible officer thereof of such fact, event or circumstance). (c) Notwithstanding the foregoing or anything herein in the contrary, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to this Article X for any Loss underlying such indemnification claim to the extent that such Loss (or any part thereof) arises, or is increased, as a result of a change after the Closing in any accounting principle, method or policy (including any such change in GAAP or application thereof), in any Tax reporting practice of the Companies and in no event shall Seller have any obligation liability for indemnification under this Article X for any Losses to indemnify the extent such Losses are caused or initiated by any action or omission by any Buyer Indemnitees Indemnified Party or any Company at the request or direction of any Buyer Indemnified Party, including to the extent any Losses resulted from the bad faith, gross negligence or willful misconduct of such Buyer Indemnified Parties. (d) The amount of any and all Losses indemnifiable under this Agreement shall be determined net of any amounts actually recovered by a Buyer Indemnified Party (or any of its Affiliates) with respect to such Losses from any third party, including any indemnity, contribution or other similar payment, or under or pursuant to any insurance policy pursuant to which or under which such Buyer Indemnifiable Indemnitee (or any of its Affiliates) has rights (including the R&W Policy), it being understood that any amounts recovered under or pursuant to any insurance policy shall be calculated net of any reasonable costs associated with pursuing such insurance proceeds and reasonable out-of-pocket costs and any costs or expenses attributable to increases in insurance premiums. If Seller has actually indemnified or held harmless Buyer or another Buyer Indemnified Party upon a claim for indemnification pursuant to this Agreement and, subsequently, there is an actual payment under the R&W Policy (whether to Buyer, another insured under the R&W Policy or a third party) for a claim involving the same or related facts that gave rise to the indemnification claim, then Buyer shall (or shall cause the other insured under the R&W Policy to) use such insurance proceeds (net of any costs of recovery or other reasonable costs and expenses related to the insurance claim) and promptly reimburse Seller for any indemnification amount previously paid by Seller. (e) For purposes of this Article X, (i) any inaccuracy in or breach of any representation or warranty and (ii) the amount of any Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses from such breach of any representation or warranty, shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in excess of $25,000 (the “Seller Indemnification Basket”) (at which pointor otherwise applicable to such representation or warranty; provided, subject to the limitations set forth in this Article Vhowever, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of that this Section 5.3(a) 10.6 shall not apply to any Losses arising out of, in connection with reference to a Material Contract or resulting from a breach of a Fundamental Representation by any Seller Partymaterial Permit or Section 3.5(a). (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (df) Notwithstanding anything to the contrary contained hereinin this Agreement, under no circumstances will any Party or any of its Affiliates be entitled to recover more than one time for any Loss under this Agreement, and to the aggregate Liability extent a Party or any of Buyer its Affiliates is compensated for Seller Indemnifiable Losses arising under a matter through the adjustments provided for in Section 5.2(b)(i) from 2.6 or otherwise, such Party and its Affiliates will not have a separate right to indemnification or adjustment in another portion of Section 2.6 for such matter. Without limiting the generality of the prior sentence, if a set of facts, conditions or events constitutes a breach of a representation or more than one representation, warranty, other than the representations and warranties contained in Section 3.1 covenant or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter agreement that is subject to the indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party obligations under this Article V X as a result ofapplicable, or in connection with, any only one recovery of Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect toallowed, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than shall there be any indemnification or duplication of payments or recovery under different provisions of this Agreement arising out of the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)same facts, conditions or events.

Limits on Indemnification. Notwithstanding any provision in this Agreement to the contrary, any claims an Indemnified Party makes under this Article VI will be limited as follows: (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with With respect to claims and liability of the Company Stockholders, if any, under Section 6.02(a) through Section 6.02(h): (i) Except for Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any Buyer Indemnifiable of the Company Fundamental Representations, such claims for indemnification shall be satisfied solely from, and shall be limited to, the Indemnity Shares. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any Company Fundamental Representations, the aggregate liability of the Company Stockholders shall be limited to the dollar amount equal to the number of Merger Shares multiplied by the Parent Share Price. The parties acknowledge and agree that any indemnifiable Losses arising under this Section 5.2(a)(i6.04(a)(ii) until Buyer Indemnitees shall first have suffered aggregate Buyer Indemnifiable Losses be satisfied from the Indemnity Shares. The Company Stockholders will be liable, if at all, on a several (and not joint) basis in excess of $25,000 accordance with their respective Pro Rata Share (the “Seller Indemnification Basket”) (at which point, subject to the limitations as set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification BasketPayment Spreadsheet). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee With respect to claims and liability of Parent, if any, under Section 6.03: (i) Except for Buyer Indemnifiable Losses arising out of or resulting from Section 5.2 shall first be made against the Escrow Amountfraud, if applicablewillful misconduct, and then directly against intentional misrepresentation or breaches of any of the Seller Parties. After Parent Fundamental Representations, the Escrow Amount is exhausted aggregate liability of Parent shall not exceed the dollar amount equal to [***]. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller PartiesParent Fundamental Representations, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustmentaggregate liability of Parent shall not exceed the aggregate dollar amount of [***]. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer Parent Indemnified Parties shall not be entitled to indemnification for Seller Indemnifiable Losses arising under Section 5.2(b)(i6.02(a) from through Section 6.02(h) (except for claims based on fraud, willful misconduct or intentional misrepresentation, and except for claims for breaches of any Company Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses underlying such claims equals or exceeds a breach dollar amount equal to USD$[***] (the “Deductible”), and then the Parent Indemnified Parties shall be entitled to indemnification for the amount of a representation all such Losses in excess of the Deductible subject to the limitation provided for in Section 6.04(a). The Company Indemnified Parties shall not be entitled to indemnification pursuant to this Article VI (except for claims based on fraud, willful misconduct or warrantyintentional misrepresentation, other than and except for claims for breaches of any Parent Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses underlying such claims equals or exceeds the Deductible, and then the Company Indemnified Parties shall be entitled to indemnification for the amount of all such Losses in excess of the Deductible subject to the limitation provided for in Section 6.04(b). (d) For purposes of this Article VI, the representations and warranties of the Company and the Company Stockholders shall not be deemed qualified by any references to any materiality, Company Material Adverse Effect or other similar qualification contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in otherwise applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)representation or warranty.

Limits on Indemnification. (a) The Seller Parties shall not have No claim may be asserted against any obligation to indemnify Buyer Indemnitees Party for breach of any representation or warranty contained herein or in any Ancillary Agreement, unless written notice of such claim is received by such Party, describing in reasonable detail the facts and circumstances with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess the subject matter of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Partyclaim. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, in this Agreement: (i) no Party shall be liable for any claim for indemnification pursuant to Sections 7.2(a) or 7.3(a) unless and until the aggregate Liability amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $345,000 (the “Deductible7.5(b)" ”), in which case the Indemnifying Party shall be liable only for the Losses in excess of the Deductible; provided that the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (except that such Losses will be counted toward the Deductible) (the “De Minimis Threshold7.5(b)" ”); and provided, further that neither the Deductible nor the De Minimis Threshold shall apply to: claims by Buyer (A) with respect to Sellers’ intentional fraud with actual knowledge, (B) in respect of Sellers’ breach or inaccuracies of Seller Fundamental Representations and (C) in respect of Excluded Taxes; and claims by Seller (D) with respect to Buyer’s intentional fraud with actual knowledge and (E) in respect of Buyer’s breach or inaccuracies of Buyer for Seller Indemnifiable Fundamental Representations; (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered by an Indemnified Party arising under Section 5.2(b)(iout of or relating to the causes set forth in Sections 7.2(a) from or 7.3(a), other than claims based on intentional fraud with actual knowledge or on account of a breach of a representation or warranty, other than the representations and warranties contained set forth in Section Sections 2.1 (Organization and Qualification) and 3.1 or Section 3.2(Organization), 2.2 and 3.2 (Authority), and 2.11 and 3.4 (Brokers) for which there shall be no maximum, shall not exceed be $3,450,000; (iii) the Total Purchase Pricemaximum aggregate amount of indemnifiable Losses arising out of this Agreement, any Ancillary Agreement, or the transactions contemplated hereby and thereby, other than claims based on intentional fraud with actual knowledge or claims under Sections 7.2(c) or 7.3(c) for which there shall be no maximum, which may be recovered from Buyer or Sellers shall be the amount of the Closing Payment and (iv) NO PARTY HERETO SHALL HAVE ANY LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, BUSINESS INTERRUPTION LOSS, LOSS OF FUTURE REVENUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT, EXCEPT TO THE EXTENT ACTUALLY PAID TO A THIRD PARTY. (ec) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense For all purposes of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes7, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).“Losses7.5

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement, (a) Seaboard shall only be liable for ConAgra Losses arising hereunder to the extent that any such ConAgra Losses exceed in the aggregate, Four Million Dollars ($4,000,000) (the aggregate Liability "Basket Amount") and such liability shall be only for amounts, which, in the aggregate, are in excess of Buyer for Seller Indemnifiable the Basket Amount; provided, however, that ConAgra Losses arising under Section 5.2(b)(ior pursuant to any Seaboard Surviving Matters or any matter constituting fraud, intentional misrepresentation or criminal activity under applicable law by Seaboard Entities shall not be subject to the Basket Amount and there shall be no "threshold amount" on the indemnification obligations of Seaboard with respect to such ConAgra Losses; and (b) from a breach of a representation or warrantySeaboard aggregate liability for all ConAgra Losses, other than the representations and warranties contained in Section 3.1 or Section 3.2ConAgra aggregate liability for all Seaboard Losses, shall not exceed an amount equal to one-half (1/2) of the Total Purchase PricePrice (the "Maximum Amount"); provided however, that ConAgra Losses arising under or pursuant to the last sentence of Section 8.16, Section 8.26, Section 23 and matters constituting fraud, intentional misrepresentation or criminal activity under applicable law by Seaboard or the Seaboard Subsidiaries, shall not be subject to the Maximum Amount. (ec) An Indemnified Party shall, at With respect to any claim hereunder by ConAgra involving a defect in Seaboard's or the Indemnifying Party’s request, cooperate Seaboard Subsidiaries' title to any parcel of real estate included in the defense Assets or Seaboard Kentucky's title to any parcel of any matter subject real estate owned by it on the Closing Date, ConAgra agrees to indemnification first file and pursue a claim against Lawyers Title Insurance Company under the applicable title insurance policy obtained by ConAgra hereunder at and to file and pursue a claim against Seaboard only to the Indemnifying Party’s expense. (f) Notwithstanding any provision extent such claim is not covered under such title insurance policy. In addition, notwithstanding anything in this Agreement to the contrary, nothing any claim hereunder by ConAgra involving a defect in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect the Seaboard Entities' title to any parcel of real estate shall be based upon, and limited to, the representations or warranties contained herein or willful misconduct on title representation and covenants made to ConAgra in the part of any other Party hereto. (g) The Parties shall treat any payments made Deeds delivered by Seaboard and the Seaboard Subsidiaries pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposesSection 6.2.1 hereof, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable if transferred by the Indemnifying Party to the Indemnified Party under this Article V as a result ofDeeds, or in connection with, any Losses shall be reduced under the Agreement if not transferred by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)Deeds.

Limits on Indemnification. (a) The Seller Parties All Indemnifiable Costs sought by ------------------------- any party hereunder shall not have be net of any obligation to indemnify Buyer Indemnitees insurance proceeds received by such Person with respect to such claim. Except for any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees claims for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation breach of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out ofrepresentations, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, warranties and then directly against any covenants of the Seller Parties. After Company, Invisions Group and the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller PartiesStockholders under Sections 3.1, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties3.2, jointly and severally3.3, 3.4, 3.6, 3.12 (with respect to ------------ --- --- --- --- ---- Environmental and OSHA Obligations only), 3.17, Article VI, 8.1(B) or 8.1(C) ---- ---------- ------ ------ hereof (the indemnification for which shall expire on the expiration of the applicable statute of limitations or, in the case of covenants in Article VI ---------- which have a specific expiration date, as of such date, and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right of any party to make claims for indemnification or provided under this Article VIII shall expire on June 30, 2001 ------------ (except for any claims related for Indemnifiable Costs made prior to the Post-Closing Adjustment. (c) Buyer such date which claims shall continue after such date until finally resolved). Empyrean Holdings shall not have be obligated to pay any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising amounts for indemnification under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V------- VIII until the aggregate indemnification obligation sought by Stockholders ---- hereunder exceeds $100,000, Buyer whereupon Empyrean Holdings shall indemnify Seller Indemnitees be liable for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket)amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the provisions respecting the Buyer Indemnification Basket aggregate liability of Empyrean Holdings to Stockholders for breach of representations and warranties exceed $3,650,000. The Stockholders shall not apply to or excuse or otherwise diminish Buyer’s obligations be obligated to pay any portion of the Total Purchase Price due to Seller amounts for indemnification under this AgreementArticle ------- VIII until the aggregate indemnification obligation sought by Empyrean Holdings ---- hereunder exceeds $100,000, whereupon Stockholders shall be liable for all amounts for which indemnification may be sought. The limitations of this Section 5.3(c) shall not apply to any Losses arising out ofNotwithstanding the foregoing, in connection with or resulting from a no event shall the aggregate liability of Stockholders to Empyrean Holdings for breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinrepresentations and warranties exceed $3,650,000; provided, however, that the aggregate Liability liability of Buyer Stockholders to Empyrean Holdings or Empyrean Holdings to Stockholders for Seller Indemnifiable Losses arising under Section 5.2(b)(iclaims for (A) from a breach the breaching of a representation or warranty, other than the representations and warranties contained of the Stockholders under Sections 3.1, 3.2, 3.3, ------------ --- --- 3.4, 3.12 (to the extent such claims are for Environmental and OSHA Obligations) --- ---- and 3.17, or (B) any breach of Sections 8.1(B) or (C), or (C) any claim with ---- --------------- --- respect to the fraudulent conduct of Stockholders or Empyrean Holdings with respect to this Agreement in Section 3.1 the event that Empyrean Holdings or Section 3.2Stockholders successfully prove intentional fraud or intentional fraudulent conduct in connection with this Agreement, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of . In no event shall any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from selfnon-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies Majority Stockholder's liability for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such individual indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in exceed an amount equal to the product of (i) the amount of such insurance proceeds indemnification claim and (but in no event an amount greater than ii) such Stockholder's pro rata share of the related Loss theretofore Purchase Price paid to the Indemnified Party Stockholders. The indemnification provided for in this Article VIII is intended to be the exclusive monetary remedy of Empyrean ------------ Holdings or Stockholders with regard to the Acquisition contemplated by the Indemnifying Party)this Agreement.

Limits on Indemnification. (a) The Seller Parties No Indemnified Party shall not have any obligation be entitled to indemnify indemnification pursuant to Section 9.02(a), Section 9.02(b), Section 9.02(c), Section 9.02(d), Section 9.02(e), or Section 9.02(g) in excess of the aggregate consideration payable by Buyer Indemnitees or its Affiliates under this Agreement and/or the Transactions, and the Ghost Beverages Merger Agreement and transactions contemplated thereby, which shall include, for the avoidance of doubt, the aggregate Redemption Price payable pursuant to the Mandatory Redemption (provided, that with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer amounts payable pursuant to the Post-Closing Adjustment will not count toward calculation Mandatory Redemption they must be recovered by offset against Mandatory Redemption as allowed by the terms of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller PartyGhost Lifestyle Second Amended and Restated LLC Agreement). (b) Any claim No Indemnifying Party shall be liable under Section 9.02 in excess of the gross proceeds received or to be received, directly or indirectly, by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against such Indemnifying Party in connection this Agreement and/or the Escrow Amount, if applicableTransactions, and then directly against any the Ghost Beverages Merger Agreement and transactions contemplated thereby, which shall include, for the avoidance of doubt, the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid aggregate Redemption Price payable to an Indemnifying Party pursuant to the Seller PartiesMandatory Redemption (provided, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, that with respect to claims for indemnification or claims related amounts payable pursuant to the Post-Closing AdjustmentMandatory Redemption they must be recovered by offset against Mandatory Redemption as allowed by the terms of the Ghost Lifestyle Second Amended and Restated LLC Agreement). (c) Buyer No Indemnifying Party shall not have exercise or assert (or attempt to exercise or assert), any obligation to indemnify Seller Indemnitees with respect to right of contribution, right of indemnity or other right or remedy against any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, Target Company in connection with any indemnification obligation or resulting from a breach of a Fundamental Representation by Buyerany other Liability to which any Indemnified Party may become subject under or in connection with this Agreement. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover mitigate (consistent with its common law duty to do so) any Losses for which it is entitled to indemnification pursuant to this ARTICLE IX. (e) Any Loss under insurance policies this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such same Loss constituting a breach of both this Agreement and the Ghost Lifestyle Merger Agreement. The Parties expressly agree and acknowledge that the intent of this provision is to prevent double recovery for the same Loss notwithstanding that such Loss may be covered by multiple agreements; provided that any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt portion of such insurance proceeds, reimburse Loss that is not covered in full under either agreement may be recoverable under the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)other agreement.

Limits on Indemnification. (a) With respect to Seller Indemnifiable Losses the aggregate liability of Sellers (collectively) to indemnify Buyer Indemnitees (collectively) from and against any Seller Indemnifiable Losses shall not exceed an amount equal to $3,300,000 (the “Cap”). Notwithstanding the foregoing, the Cap shall not apply to Seller Indemnifiable Losses arising from (i) breaches of any of the representations and warranties set forth in Section 3.10, Section 3.11 or Section 3.17 or any of the Special Representations, (ii) matters indemnified pursuant to Sections 8.2(a)(ii) through (vi), or (iii) fraud or intentional misrepresentation. The liability, if any, of Sellers to indemnify Buyer Indemnitees hereunder shall first be satisfied from the Escrow Funds, and only if and to the extent the aggregate liability of Sellers (collectively) to indemnify Buyer Indemnitees from and against Seller Parties Indemnifiable Losses hereunder exceeds the Escrow Funds Buyer Indemnitees shall be entitled to seek funding of any Seller Indemnifiable Losses directly from the Sellers. With respect to Buyer Indemnifiable Losses, the aggregate liability of Buyers (collectively) to indemnify Seller Indemnitees (collectively) from and against any Buyer Indemnifiable Losses shall not exceed the Cap. Notwithstanding the foregoing, the Cap shall not apply to Buyer Indemnifiable Losses arising from (i) breaches of any Buyer Special Representations or any of the representations and warranties set forth in Section 4.4, (ii) matters indemnified pursuant to Sections 8.2(b)(ii) through (iv), or (iii) fraud or intentional misrepresentation. (b) Sellers will not have any obligation to indemnify Buyer Indemnitees with respect to any Seller Indemnifiable Losses until the aggregate of all such Seller Indemnifiable Losses exceeds an amount equal to $660,000 (the “Basket”) (at which point Sellers will be obligated to indemnify Buyer Indemnitees for (but only for) such Seller Indemnifiable Losses in excess of the Basket); provided, however, that no Seller will have any obligation to indemnify Buyer Indemnitees with respect to individual Seller Indemnifiable Losses of less than Ten Thousand ($10,000) (the “Threshold”) unless more than one Seller Indemnifiable Loss, each less than the Threshold, arises from the same or similar facts or circumstances and such Seller Indemnifiable Losses collectively exceed the Threshold, in which case all such Seller Indemnifiable Losses shall be indemnified by Sellers pursuant to the terms hereof. Notwithstanding the foregoing, (A) neither the Basket or Threshold shall apply to Seller Indemnifiable Losses arising from (i) breach of any Special Representations or a breach of any of the representations and warranties set forth in Section 3.10, (ii) matters indemnified pursuant to Sections 8.2(a)(ii) through (v), or (iii) fraud or intentional misrepresentation and (B) the amount of the Basket with respect to Buyer Indemnifiable Losses arising under from matters indemnified pursuant to Section 5.2(a)(i8.2(a)(vi) shall be an amount equal to $150,000. Buyers will not have any obligation to indemnify any Seller Indemnitee with respect to any Buyer Indemnifiable Losses until the aggregate of all such Buyer Indemnifiable Losses exceeds the Basket (at which point Buyers will be obligated to indemnify Seller Indemnitees first have suffered aggregate for (but only for) Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment ; provided, however, that Buyers will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify any Seller Indemnitees Indemnitee with respect to individual Buyer Indemnifiable Losses of less than the Threshold unless more than one Buyer Indemnifiable Loss, each less than the Threshold, arises from the same or similar facts or circumstances and such Buyer Indemnifiable Losses collectively exceed the Threshold, in which case all such Buyer Indemnifiable Losses shall be indemnified by Buyers pursuant to the terms hereof. Notwithstanding the foregoing, neither Basket or Threshold shall apply to Buyer Indemnifiable Losses arising from (i) breaches of any Buyer Special Representations or any representations and warranties set forth in Section 4.4, (ii) matters indemnified pursuant to Section 8.2(b)(ii) through (iv) or (iii) fraud or intentional misrepresentation. (c) Sellers shall have no obligation to indemnify Buyers from and against any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess out of $25,000 (the “Buyer Indemnification Basket”) (at which pointbreach or inaccuracy of any of the representations, warranties or covenants made herein that are subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees Standard Survival Period unless Buyers make a written claim within the Standard Survival Period for all the breach or inaccuracy that gives rise to such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket Sellers shall not apply have no obligation to or excuse or otherwise diminish Buyer’s obligations to pay indemnify Buyers from and against any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Indemnifiable Losses arising out ofof the breach or inaccuracy of any of the representations, in connection with warranties or resulting from covenants made herein that are subject to the Extended Survival Period or any other longer survival period unless Buyers make a written claim for the breach of a Fundamental Representation by Buyeror inaccuracy that gives rise to such Seller Indemnifiable Losses within the Extended Survival Period or any other longer survival period. (d) Notwithstanding anything Buyers shall have no obligation to the contrary contained herein, the aggregate Liability of indemnify Sellers from and against any Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from out of the breach or inaccuracy of any of the representations, warranties or covenants made herein that are subject to the Standard Survival Period or any other longer survival period unless Sellers made a written claim within the Standard Survival period or any other longer survival period for the breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Priceinaccuracy that gives rise to such Buyer Indemnifiable Losses. (e) For the avoidance of doubt, it is agreed that if there is a breach of more than one representation or warranty on account of the same facts or circumstances, such breach shall give rise to full single indemnification as provided by this Article 8, but shall not give rise to indemnification more than once on account thereof. For further avoidance of doubt, it is agreed that no Seller shall be liable for any Seller Indemnifiable Losses to the extent, but only to the extent, that the same has been specifically accounted for in the determination of the Actual Final Net Working Capital. (f) Each Indemnified Party shall use commercially reasonable efforts and shall cause their respective Affiliates to use their commercially reasonable efforts to mitigate and otherwise minimize the Indemnifiable Losses to the maximum extent reasonably possible upon and promptly after becoming aware of any event which would reasonably be expected to give rise to any Indemnifiable Losses; provided that the costs of such efforts shall be included in the determination of the Losses indemnified hereunder if such efforts successfully mitigate, in whole or in part, such Indemnifiable Losses. An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. or contribution hereunder. Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available from any other Person alleged to be responsible (fincluding, without limitation, from any other Person responsible pursuant to any warranty, representation and/or guarantee) Notwithstanding for any provision Indemnifiable Losses to the contrary, nothing same extent that the Indemnified Party would if such Indemnifiable Loss were not subject to indemnification hereunder; provided that the costs of such efforts shall be included in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any the determination of the representations or warranties contained herein or willful misconduct on the part of any other Party heretoLosses indemnified hereunder. (g) The Parties amount of any Indemnifiable Losses payable under Section 8.2 by the Indemnifying Party shall treat be net of amounts actually recovered from any payments made other third party with indemnification or contribution obligations or from any other Person responsible therefor (including, without limitation, from any other Person responsible therefor pursuant to this Article V as any warranty, representation and/or guarantee). The Indemnified Party shall use commercially reasonable efforts to promptly notify any potential third party indemnitor or contributor which may be liable for any portion of such losses or claims. If an adjustment Indemnified Party receives any amounts from any other third party with indemnification obligations or from any other Person alleged to be responsible for any Indemnifiable Losses, subsequent to an indemnification payment by any Indemnifying Party, then such Indemnified Party shall promptly, and in any event within ten (10) Business Days of its receipt of such amounts reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to amount received by the Total Purchase Price for Tax purposesIndemnified Party. (h) The amount of any Indemnifiable Losses payable by Sellers pursuant to Section 8.2(a) shall be net of any insurance proceeds actually received by any Buyer pursuant to the insurance policies maintained by Sellers and pursuant to which Sellers have named Buyers as additional insureds. Each of Buyers and Sellers shall use commercially reasonable efforts to seek recovery for any such insurance proceeds, provided that neither shall be required to incur any cost in pursuing such proceeds. If an Indemnified Party receives any amounts with respect to such insurance policies, for an Indemnifiable Loss subsequent to the indemnification payment by an Indemnifying Party, with respect to such Indemnifiable Loss, then such Indemnified Party shall promptly, and in any event within ten (10) Business Days of its receipt of such amounts, reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by such Indemnified Party from such insurance proceeds. (i) Except with respect to Third-Party Claims no Indemnifying Party shall be obligated to indemnify an Indemnified Party under this Article V 8 for any consequential, incidental, indirect, special or punitive damages, lost profits, or opportunity costs, diminution of value or similar items or damages or losses calculated as a result ofmultiple of damages or as a multiple of earnings, profits, contribution margin or similar items. Notwithstanding the foregoing, in connection withthe case of matters indemnified pursuant to Section 8.2(a)(vi), any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The an Indemnified Party shall use its commercially reasonable efforts be entitled to recover under insurance policies seek damages for lost profits, diminution of value or similar items or damages or losses calculated as a multiple of damages or as a multiple of earnings, profits, contribution margin or similar items for the period of the event giving rise to the indemnification obligation. (j) After the Closing, this Article 8 will provide the exclusive remedy of all Indemnified Parties for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Partymisrepresentation, the Indemnified Party shallbreach of warranty, no later covenant or other agreement, other than forty five for (45i) Business Days after receipt remedies of such insurance proceedsspecific performance, reimburse the Indemnifying Party in an amount equal to such insurance proceeds injunction and other equitable relief and (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)ii) fraud or intentional misrepresentation.

Limits on Indemnification. (a) The Notwithstanding the foregoing provisions of this Article 9, Seller Parties and Purchaser acknowledge and agree: (i) Seller shall not have be liable for any obligation Losses suffered by any Purchaser Indemnitee and Purchaser shall not be liable for any Losses suffered by any Seller Indemnitee, in each case to the extent arising or resulting from a breach or inaccuracy of any representation or warranty herein of Seller, Purchaser, Seller Parent or Purchaser Parent, as applicable, unless Proceedings with respect to a claim therefor are initiated within the applicable survival period set forth in Section 9.1, failing which such claim shall be deemed waived and extinguished; (ii) Seller shall not be liable pursuant to Section 9.2(a) for any Losses suffered by any Purchaser Indemnitee unless the aggregate of all indemnifiable Losses suffered by the Purchaser Indemnitees exceeds, on a cumulative basis, an amount equal to $2,737,500 (the Deductible), and then Seller will only be liable to the extent of any such excess; (iii) Purchaser shall not be liable pursuant to Section 9.3(a) for any Losses suffered by any Seller Indemnitee unless the aggregate of all indemnifiable Losses suffered by the Seller Indemnitees exceeds, on a cumulative basis, an amount equal to the Deductible, and then Purchaser will only be liable to the extent of any such excess; (iv) Seller shall not be liable pursuant to Section 9.2(a) for any Losses suffered by the Purchaser Indemnitees to the extent that the aggregate liability of Seller pursuant to Section 9.2(a) would exceed $54,750,000 (the Cap); (v) Purchaser shall not be liable pursuant to Section 9.3(a) for any Losses suffered by the Seller Indemnitees to the extent that the aggregate liability of Purchaser pursuant to Section 9.3(a) would exceed the Cap; (vi) neither party shall be liable to the other for any portion of the such other party’s Losses attributable to (A) punitive damages or (B) indirect, special, incidental or consequential damages to the extent such damages were not reasonably foreseeable (in each case of clause (A) and (B), other than those paid or payable to third parties) by such other party; (vii) in no event will Seller be obligated to indemnify Buyer the Purchaser Indemnitees or any other person for any matter arising or resulting from a breach or inaccuracy of any representation or warranty in Sections 4.4(a) (Financial Statements) or 4.17 (Inventory) to the extent that such matter was specifically set forth in and addressed by the Closing Statement; and (viii) the aggregate liability of Seller pursuant to Section 9.2(a) shall in no event exceed the Purchase Price. None of the limitations set forth in Sections 9.5(a)(i), (ii), (iii), (iv), (v), (vi) or (vii) shall apply to claims of, or causes of action arising from, a breach of the Specified Representations or any representation or warranty set forth in Section 4.10 (Taxes) or fraud committed by the Indemnifying Party against the Indemnified Party. Purchaser and Seller shall cooperate in resolving any indemnifiable Loss, including by using commercially reasonable efforts to mitigate upon and after becoming aware of any event giving rise to such Losses; provided, however, that this sentence shall not require Purchaser to (a) initiate or pursue litigation or other claims against third parties in respect of such Loss, (b) seek recovery under any insurance policy in respect of such Loss (provided, however, that any amounts actually received by Purchaser under any insurance policy shall be taken into account for purposes of Section 9.6) or (c) take any other action that could reasonably be expected to be detrimental to the business, assets or liabilities of Purchaser (including the Business, the Transferred Assets and the Assumed Liabilities). Subject to the other terms of this Article 9, the costs and expenses of such mitigation efforts shall be included in the Losses for which the Indemnified Party is entitled to indemnification hereunder. (b) Purchaser acknowledges and agrees that (i) none of Seller, any of its Affiliates or any other person has made any express or implied representation or warranty (A) with respect to the Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated by this Agreement or the Ancillary Agreements or (B) as to the accuracy or completeness of any information regarding the Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated by this Agreement or by the Ancillary Agreements furnished or made available to Purchaser and its representatives, other than, in the case of clauses (A) and (B), the representations and warranties of Seller and Seller Parent specifically set forth in this Agreement, the Ancillary Agreements or any certificate or document delivered hereunder or thereunder; and (ii) other than with respect to Retained Liabilities, Purchaser has no claim or right to indemnification pursuant to this Article 9 against Seller, any of its Affiliates or any other person, and none of Seller, any of its Affiliates or any other person shall have or be subject to any liability to Purchaser or any other person, with respect to any information, documents or materials furnished by Seller, any of its Affiliates or any of their respective officers, directors, employees, agents or advisors to Purchaser, including the Confidential Information Presentation dated May 2016 prepared by Moelis & Company LLC and any information, documents or material made available to Purchaser and its representatives in certain “data rooms” (whether electronic or otherwise), management presentations or any other form in expectation of the transactions contemplated by this Agreement or the Ancillary Agreements (it being understood that this clause (ii) does not supersede or otherwise affect the representations and warranties of Seller and Seller Parent specifically set forth in this Agreement, the Ancillary Agreements or any certificate or document delivered hereunder or thereunder). (c) Without limiting the generality of Section 9.5(b), Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement, the Ancillary Agreements or any certificate or document delivered hereunder or thereunder, Seller makes no representations or warranties with respect to the maintenance, repair, condition, design, performance or marketability of any Transferred Asset, including merchantability or fitness for a particular purpose. (d) Each of Purchaser and Seller further acknowledges and agrees that, should the Closing occur, the sole and exclusive remedy of the Purchaser Indemnitees and the Seller Indemnitees with respect to any Buyer Indemnifiable Losses and all claims relating to this Agreement, the Business, the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities or the transactions contemplated by this Agreement and the Ancillary Agreements (other than with respect to (i) a claim arising under from the Ancillary Agreements, (ii) a claim for injunctive relief or other equitable relief, (iii) a claim arising from Article 10 or (iv) a claim for payment due pursuant to Section 5.2(a)(i3.3(d)) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses is pursuant to the indemnification provisions set forth in excess this Article 9 and the guarantees set forth in Article 13. None of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties 9 shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection withcauses of action arising from, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance Seller’s or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)Seller Parent’s fraud.

Limits on Indemnification. (a) The Seller Parties shall not have be liable under the terms and provisions of this Article 13 unless and until the aggregate amount of liability for indemnification claims made by the Buyer Indemnitees exceeds twenty thousand dollars ($20,000) (the "Buyer Liability Basket") at which time the Seller shall be liable for the full amount (including the amount of the Buyer Liability Basket) of all indemnification claims made by the Buyer Indemnitees up to an aggregate amount of two million dollars ($2,000,000); provided, that the aggregate amount of all claims excluding the Lucent Claims which the Seller shall be liable for is one million dollars ($1,000,000) (the "Buyer Liability Cap"). The Buyer Liability Basket and the Buyer Liability Cap set forth in this Section 13.03(a) shall not apply in the event of fraud, in which case the Buyer Indemnitees shall be entitled to indemnification on a dollar for dollar basis for the full amount of the Loss. The Buyer Liability Basket shall not apply to any obligation to indemnify indemnification claim made by any of the Buyer Indemnitees with respect to the Lucent Claims. Further, in the event any settlement payments are made in connection with the Lucent Claims, including, without limitation, any fees, expenses and charges under a license agreement (all of such amounts which shall be paid by the Seller), the prorated amount of the aggregate fees, expenses and charges attributable to the period prior to the Closing shall not be counted against the Buyer Indemnifiable Losses arising Liability Cap. The Buyer shall not be liable under Section 5.2(a)(ithe terms and provisions of this Article 13 unless and until the aggregate amount of liability under Article 13 for indemnification claims made by the Seller Indemnitees exceeds ten thousand dollars ($10,000) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “"Seller Indemnification Liability Basket”"), at which time the Buyer shall be liable for the full amount (including the amount of the Seller Liability Basket) of all indemnification claims made by the Seller Indemnitees up to an aggregate amount of one million dollars ($1,000,000) (at which point, subject to the limitations "Seller Liability Cap"). The Seller Liability Basket and Seller Liability Cap set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a13.03(b) shall not apply in the event of fraud in which case the Seller Indemnitees shall be entitled to any Losses arising out of, in connection with or resulting from indemnification on a breach dollar for dollar basis for the full amount of a Fundamental Representation by any Seller Partythe Loss. (b) Any claim The amount of any indemnified loss suffered by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 or Seller Indemnitee shall first be made against reduced by the Escrow Amount, if applicable, and then directly against net effect of any of the Seller Parties. After the Escrow Amount is exhausted or any nontax-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related benefits related to the Post-Closing Adjustmentclaim and/or insurance coverage and/or claim against a third party which is realized by such indemnified party following the date of such loss in respect of or as a result of such indemnified loss. Notwithstanding the foregoing, it is understood and agreed that the determination of the net tax effect and/or insurance coverage benefit of any indemnified loss and/or third party claim, if any, shall not delay payment or indemnification of such indemnified loss by the indemnifying party. (c) Buyer shall not have Apart from (i) the Lucent Claims, (ii) any obligation to indemnify Seller Indemnitees claim with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. Section 6.12(e) of this Agreement, or (diii) Notwithstanding anything any patent infringement claim to the contrary contained hereinextent covered by Section 13.01(a)(viii), neither the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to nor any of the representations or warranties contained herein or willful misconduct on Sellers' Affiliates shall be liable to the part Buyer 222 34 Indemnitees under the terms and provisions of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party 13 in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after patent infringement claim following the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)Closing.

Limits on Indemnification. The following provisions shall apply to limit the Parties’ ability to recover for Indemnifiable Losses pursuant to Section 9.2; or: {N0221423 } 65 (a) Except with respect to fraud, the aggregate liability of the Seller to indemnify the Buyer Indemnitees from and against any Buyer Indemnifiable Losses shall be limited to the Escrow Amount. (b) The Seller Parties shall not have any obligation to indemnify the Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under pursuant to Section 5.2(a)(i) 9.2(a)(i), except with respect to Fundamental Representations, unless and until the Buyer Indemnitees have first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 0.5% of Base Price (the “Seller Indemnification BasketDeductible”) (at which point, subject to the limitations set forth in this Article V, point the Seller Parties shall be obligated to indemnify the Buyer Indemnitees for all the amount of such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant excess up to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(aIndemnity Escrow Amount). (c) No Indemnifying Party shall not apply have any obligation to indemnify any Losses arising out of, in connection with or Indemnified Party from and against any Indemnifiable Loss resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be representation, warranty, covenant or agreement made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted in this Agreement unless on or any non-exhausted portion thereof is paid prior to the Seller PartiesWarranty Termination Date, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each such Indemnified Party gives written notice of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related such claim to the Post-Closing Adjustment. (c) Buyer shall not have any obligation Indemnifying Party pursuant to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer9.4. (d) Notwithstanding anything The amount of any Indemnifiable Losses payable under Article IX by an Indemnifying Party will be (i) computed net of any insurance proceeds (excluding proceeds of the RWI Policy) actually recovered with respect thereto (which the Indemnified Party shall use commercially reasonable efforts to recover but shall not be required to commence litigation against any insurer or third party) net of out-of-pocket fees, expenses and costs incurred in recovering such amounts, including any deductible paid and any resulting increase in premium or Tax costs actually realized by the Indemnified Party, (ii) net of any Tax benefit actually realized (including as a refund, reduction in Taxes payable, or credit against Tax liability) by the Indemnified Party attributable to such Loss in the year, or the subsequent two (2) years, of such Loss, (iii) reduced by any recovery from any third Person in respect of the Indemnifiable Loss net of out-of-pocket fees, expenses and costs incurred in recovering such amounts, and (iv) net of any amounts accrued on the Final Closing Balance Sheet. Any indemnification payments made pursuant to Article IX shall be treated for all relevant Tax purposes as an adjustment to the contrary contained herein, Final Purchase Price. No Indemnified Party shall be entitled to double recovery for any adjustments to the aggregate Liability of Buyer Final Purchase Price provided for Seller hereunder or for any Indemnifiable Losses arising under Section 5.2(b)(i) even though such Indemnifiable Losses may have resulted from a the breach of a representation or warrantymore than one of the representations, other than the representations warranties, covenants and warranties agreements contained in Section 3.1 this Agreement or Section 3.2, shall not exceed the Total Purchase Priceany other agreement executed in connection herewith. (e) An Each Indemnified Party shall, at shall take and shall cause their respective Affiliates to take all commercially reasonable steps to mitigate the Indemnifying Party’s request, cooperate in the defense Indemnifiable Losses upon and after becoming aware of any matter subject event which would reasonably be expected to indemnification give rise to any Indemnifiable Losses, including without limitation using commercially reasonable efforts to collect available insurance proceeds and to pursue recoveries against third Persons; provided, however, such Indemnified Party shall not be required to commence litigation against any insurer or third party. The reasonable costs and expenses of mitigation hereunder at the Indemnifying Party’s expenseshall constitute indemnifiable Losses under this Agreement. (f) The right of any Buyer Indemnitee to seek indemnification pursuant to Section 9.2(a)(i) shall not be affected or deemed waived by reason of the fact that, based on any {N0221423 } 66 facts or circumstances known, or that should have been known, by Buyer or any other Buyer Indemnitee, including from any investigation made by or on behalf of such Buyer Indemnitee, the information made available in the Data Room or given to such Buyer Indemnitee (except, for the avoidance of doubt, any disclosure of any fact or item in any portion of the Disclosure Schedules). (g) Notwithstanding any provision to the contrarycontrary herein, nothing in this Agreement an Indemnified Party shall limit or restrict not be entitled to recover for any Indemnified Party’s right to maintain or recover any punitive damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment except to the Total Purchase Price for Tax purposesextent payable, unless awarded or assessed against an Indemnified Party in connection with a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposesThird Party Claim or judgment of a Governmental Entity). (h) The For purposes of determining whether any inaccuracy or breach of any representation or warranty contained in this Agreement has occurred and the amount payable by of Losses therefrom, the Indemnifying Party determination shall, in each case, be made without references to the Indemnified Party under this Article V terms “material,” “materially,” “Material Adverse Effect,” “material adverse effect” or other similar qualifications as a result of, to materiality (including specific monetary thresholds) contained or incorporated in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Lossesrepresentation or warranty. (i) EXCEPT WITH RESPECT TO FRAUD OR PURSUANT TO SECTION 7.3, THE RIGHTS OF INDEMNITY PROVIDED IN THIS ARTICLE IX ARE EACH PARTY’S SOLE AND EXCLUSIVE REMEDY AFTER THE CLOSING WITH RESPECT TO ANY AND ALL CLAIMS OF ANY KIND WHATSOEVER AGAINST ANY OTHER PARTY ARISING OUT OF OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY AND ALL BREACHES OR ALLEGED BREACHES OF ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS OF THE PARTIES, OR ANY OTHER PROVISION OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY) AND ALL OTHER REMEDIES AND RIGHTS OF INDEMNITY OR CONTRIBUTION, WHETHER CREATED BY LAW OR OTHERWISE, EXCEPT WITH RESPECT TO FRAUD OR PURSUANT TO SECTION 7.3, ARE HEREBY WAIVED. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified PartyIN FURTHERANCE OF THE FOREGOING, the Indemnified Party shallEACH PARTY HEREBY WAIVES, no later than forty five AND AGREES NOT TO ASSERT IN ANY ACTION OR PROCEEDING OF ANY KIND, IN ALL INSTANCES, FOR ITSELF AND ON BEHALF OF ANY AFFILIATE, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LEGAL REQUIREMENTS, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST ANY OTHER PARTY OR ANY REPRESENTATIVE, AGENT OR ADVISOR OF ANY OTHER PARTY, OR THEIR RESPECTIVE MEMBERS, PARTNERS, STOCKHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES AND THEIR RESPECTIVE AFFILIATES, IN EACH CASE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE BUSINESSES, ASSETS AND OPERATIONS OF THE COMPANY, INCLUDING WITHOUT LIMITATION ALL RIGHTS TO RESCISSION, ARISING UNDER OR BASED UPON ANY LEGAL REQUIREMENTS OR OTHERWISE, OTHER THAN (45I) Business Days after receipt of such insurance proceedsCLAIMS FOR INDEMNIFICATION ASSERTED AS PERMITTED BY AND IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THIS ARTICLE IX (INCLUDING ANY SUCH RIGHTS, reimburse the Indemnifying Party in an amount equal to such insurance proceeds {N0221423 } 67 CLAIMS OR CAUSES OF ACTION ARISING UNDER OR BASED UPON COMMON LAW OR OTHER LEGAL REQUIREMENTS), (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)II) WITH RESPECT TO FRAUD OR (III) CLAIMS FOR SPECIFIC PERFORMANCE PURSUANT TO SECTION 7.3.

Limits on Indemnification. (a) The Buyer's remedies with respect to Losses specified in Sections 6.2 shall be satisfied first by the assertion of its rights under the Escrow Agreement in respect of the Escrow Funds; PROVIDED, HOWEVER, that if the aggregate amount of such Losses shall be in excess of the amount of the Escrow Funds or if such Losses shall arise after termination or expiration of the Escrow Agreement, then the Seller Parties and the Shareholders shall not have any obligation be obligated to indemnify Buyer Indemnitees with in respect of all Losses not satisfied by delivery to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject Escrow Funds to the limitations set forth extent provided in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller PartyVI. (b) Any claim by In the event that any Order of any Governmental Body shall have been issued in favor of Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made (or its assignees) against the Escrow Amount, if applicable, Seller and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid Shareholder with respect to the Seller Partiesindemnification of Buyer's Losses hereunder, Buyer shall have enforce such Order first against Seller and then, to the right extent Buyer has not received payment for such Losses from Seller, any Shareholder; PROVIDED, HOWEVER, that if Buyer shall not (after diligent efforts) be able to set off enforce fully such Order against Seller within twelve months after the Earn-Out Amount date of such Order, Buyer shall be entitled to enforce such Order against any such Shareholder. Notwithstanding anything to the contrary in this Agreement, the Shareholders shall be primary obligors together with Seller and shall also have direct recourse against each not be deemed as sureties or guarantors of Seller's obligations pursuant to Article VI, and in furtherance thereof, the Shareholders specifically acknowledge that they are not entitled to exercise and do hereby waive any rights or defenses available to a surety or guarantor by reason of Sections 2787-2855 (inclusive) of the Seller PartiesCalifornia Civil Code, jointly and severally, with respect to claims for indemnification any rights or claims related to the Post-Closing Adjustmentdefenses arising out of an election of remedies by Buyer. (c) Buyer Seller and Shareholders shall not have be liable to Buyer for any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses Loss arising under Section 5.2(b)(i6.2 above (A) until in respect of any individual Loss of less than $5,000 and (B) unless the aggregate amount of all such Losses exceeds $50,000 in the aggregate (the "Stipulated Amount"), in which case Seller Indemnitees have first suffered aggregate Seller Indemnifiable shall be liable for the full amount of such Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket)Stipulated Amount. Notwithstanding the foregoing, any Buyer Losses in respect of the sales and use tax dispute described on SCHEDULE 2.12 shall be fully indemnifiable without regard to the provisions respecting hereof relating to the Stipulated Amount and, in the event Seller or Shareholders indemnify Buyer Indemnification Basket with respect to such Losses, the amount of such Losses shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion be included in the calculation of the Total Purchase Price due to Seller under this AgreementStipulated Amount. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision of this Agreement, the Seller and Shareholders shall not be obligated to pay, in the aggregate, an amount in excess of $2,267,500 pursuant to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any provisions of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposesVI. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties shall not have No claim may be asserted nor may any obligation Action be commenced against any Party pursuant to indemnify Buyer Indemnitees this Article VIII, unless written notice of such claim or action is received by such Party describing in reasonable detail the facts and circumstances with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess the subject matter of $25,000 (the “Seller Indemnification Basket”) (at which point, subject such claim or Action on or prior to the limitations date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in this Article VSection 8.01, irrespective of whether the Seller Parties subject matter of such claim or action shall indemnify Buyer Indemnitees for all have occurred before or after such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Partydate. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to a SGA Warranty Breach (other than an Excluded Warranty Breach), or a Purchaser Warranty Breach (other than an Excluded Warranty Breach) in respect of any Loss incurred or suffered by an Indemnified Party unless and until the aggregate Liability amount of Buyer indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds 1.5% of the Closing Purchase Price (the “Threshold”), after which the Indemnifying Parties shall be liable for Seller Indemnifiable all Losses (including those incurred in reaching the Threshold); (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties arising out of or resulting from all SGA Warranty Breaches (other than Excluded Warranty Breaches or, without duplication, Tax Losses under Section 5.2(b)(i6.02), or all Purchaser Warranty Breaches (other than Excluded Warranty Breaches), shall, with respect to the indemnification obligations of the Purchaser, be an amount equal to (A) from a 12.5% of the Closing Purchase Price and (B) with respect to the indemnification obligations of any Seller, be an amount equal to 12.5% of such Seller’s Purchase Price Percentage of the Closing Purchase Price; (iii) in no event shall (A) the aggregate liability under this Article VIII or Section 6.02, of the Purchaser, on the one hand, or the Sellers or the SGA Companies, on the other hand, exceed an amount equal to the Purchase Price and (B) the aggregate liability of any Seller exceed an amount equal such Seller’s Purchase Price Percentage times the Purchase Price; and (iv) neither the Purchaser nor the Sellers shall have any liability under any provision of this Agreement for (A) any punitive or exemplary damages relating to the breach or alleged breach of this Agreement, except to the extent such damages are awarded to a representation third party in respect of a Third Party Claim (and such amounts are actually paid by the applicable Indemnified Party to such third party) or warranty, other than (B) Losses or Tax Losses taken into account in the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed final calculation of the Total Purchase PriceFinal Adjustment Amount. (ec) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter Losses and Tax Losses shall not be subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, VIII or in connection with, any Losses shall be reduced by Section 6.02 to the extent of any insurance proceeds (or other than proceeds from self-insurance or fronted insurance programs) realized and third party recoveries actually received by the an Indemnified Party from an unaffiliated third party in respect of such Losses, net of any premiums with respect to, and reasonable costs the cost of realizing, recovery of such insurance proceeds and any resulting increase amounts (including increases in applicable future insurance premiums specifically attributable to the extent relating to such Losses. The ) realized by such Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. Party. (d) If such insurance proceeds are actually received by an Indemnified Party after the date on which the receives any payment from an Indemnifying Party pays in respect of any Losses or Tax Loss pursuant to this Article VIII or Section 6.02 and the Indemnified Party could have recovered all or a part of such indemnification Losses or Tax Loss from a third party (a “Potential Contributor”) based on the underlying claim giving rise to the Indemnified Partypayment of such Losses or Tax Loss, the Indemnified Party shall, no later than forty five (45) Business Days after receipt to the extent the Indemnified Party has the legal right to do so, assign such of such insurance proceeds, reimburse its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party in an to recover from the Potential Contributor the amount equal to of such insurance proceeds payment. (but in no event an amount greater than the related Loss theretofore paid to e) Losses and Tax Losses shall be reduced by any net Tax benefit which is actually realized by the Indemnified Party in cash or as a credit against otherwise immediately payable tax, as determined in each case by the Indemnifying Party)Indemnified Party in its sole discretion, by virtue of, or with respect to, the payment of the loss or expense resulting in such Loss or Tax Loss.

Limits on Indemnification. (a) The Seller Parties shall Sellers will not have any obligation be required to indemnify Buyer Indemnitees with respect any Purchaser Indemnified Party pursuant to Section 7.2(a), (x) for any Buyer Indemnifiable individual item where Losses arising under Section 5.2(a)(irelating thereto for which the Sellers would otherwise be required to indemnify the Purchaser Indemnified Parties hereunder are less than $100,000 and (y) until Buyer Indemnitees first have suffered unless the aggregate Buyer Indemnifiable amount of Losses for which the Sellers would otherwise be required to indemnify the Purchaser Indemnified Parties hereunder exceeds one percent (1%) of the Purchase Price, and in such case the Sellers will only be required to indemnify the Purchaser Indemnified Parties for aggregate Losses in excess of $25,000 the first one percent (the “Seller Indemnification Basket”1%) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification BasketPurchase Price. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement, the maximum aggregate Liability amount of Buyer Losses for Seller Indemnifiable Losses arising which the Sellers will be obligated to indemnify the Purchaser Indemnified Parties under Section 5.2(b)(i7.2(a) from a breach will be an amount equal to ten percent (10%) of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (eb) An Indemnified In case any event occurs which would otherwise entitle either Party shallto assert a claim for indemnification under this Article VII, at no Losses will be deemed to have been sustained by such Party to the Indemnifying Party’s request, cooperate in extent of (i) any net Tax benefit actually realized by such Party arising from the defense incurrence or payment of any matter subject such Loss (such benefit to indemnification hereunder at be determined as having been actually realized to the Indemnifying Party’s expenseextent there is a savings in Tax liability after taking into account all of the other Tax attributes of such party and its Affiliates), or (ii) any proceeds received or to be received by such Party from any insurance policies with respect thereto. (fc) Notwithstanding An Indemnifying Party will not be liable under this Article VII for (i) any provision Losses which represent the cost of repairs, replacements or improvements to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any extent they clearly enhance the value of the representations repaired, replaced or warranties contained herein or willful misconduct improved asset above its value on the part Closing Date, or which represent the cost of repair or replacement in excess of the lowest reasonable cost of such repair or replacement, or (ii) consequential damages, special damages, incidental damages, indirect damages, punitive damages, lost profits relating to the same or losses based on a multiple of earnings, or similar items or (iii) any other Party heretoLosses that have been recovered or are approved for recovery by either Company under its approved rates. (gd) The Parties shall treat To the extent that an Indemnifying Party discharges any payments made pursuant to claim for indemnification under this Article V as an adjustment VII, such Indemnifying Party will be subrogated to all related rights of the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposesIndemnified Party against third parties. (he) The amount payable by the Indemnifying Party to the Each Indemnified Party under this Article V as a result of, or will be obligated in connection with, with any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable claim for indemnification under Section 7.2 to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for mitigate Losses upon and after becoming aware of any event that could reasonably be expected to give rise to such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties shall not have No claim may be asserted nor may any obligation Action be commenced against any Party pursuant to indemnify Buyer Indemnitees this ARTICLE VIII, unless written notice of such claim or action is received by such Party describing in reasonable detail the facts and circumstances with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess the subject matter of $25,000 (the “Seller Indemnification Basket”) (at which point, subject such claim or Action on or prior to the limitations date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in this Article VSection 8.01, irrespective of whether the Seller Parties subject matter of such claim or action shall indemnify Buyer Indemnitees for all have occurred before or after such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Partydate. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to a Seller Warranty Breach or a Purchaser Warranty Breach (other than, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from in each case, an Excluded Warranty Breach or a breach of a representation or warranty, other than the representations and warranties contained set forth in Section 3.1 3.09 (Advisers Act; Regulatory Compliance)) in respect of any Loss incurred or suffered by an Indemnified Party unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties equals or exceeds $500,000 (the “Deductible”), after which the Indemnifying Parties shall only be liable for Losses incurred in excess of the Deductible; (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties arising out of or resulting from all Seller Warranty Breaches or Purchaser Warranty Breaches (other than, in each case, Excluded Warranty Breaches and a breach of the representations and warranties set forth in Section 3.23.09 (Advisers Act; Regulatory Compliance)) shall be an amount equal to $4,500,000 (the “General Cap”); (iii) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Seller Indemnifying Parties arising out of or resulting from breaches of the representations and warranties set forth at Section 3.09 (Advisers Act; Regulatory Compliance) shall be an amount equal to $6,000,000, which amount shall not be exclusive of and in addition to the General Cap; (iv) in no event shall a Seller Indemnifying Party have any liability for Losses arising from any Claim related to a Seller Warranty Breach with respect to a breach of the representations and warranties set forth in Section 3.14(e) if a Purchaser Indemnified Party fails to cease any use of a Company Name or to abide by an instruction by a Seller Party to change a Company Name, in either case, reasonably promptly upon written request by a Seller Party following the assertion of a Claim (that such Seller Party reasonably believes, after consultation with legal counsel, will result in liability) from any Person that such use violates such Person’s Intellectual Property; (v) in no event shall the aggregate liability under this ARTICLE VIII of the Purchaser, on the one hand, or the Seller Parties, on the other hand, exceed an amount equal to the Total Purchase PriceMerger Consideration; and (vi) in no event shall an Indemnifying Party have any liability for any Losses reflected in the final determination of the Final Adjustment Amount pursuant to Section 2.10. (ec) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter Losses shall not be subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision under this ARTICLE VIII to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any extent of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (gi) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (or other than proceeds from self-insurance or fronted insurance programs) realized and third party recoveries actually received by the an Indemnified Party from an unaffiliated third party in respect of such Losses, net of any premiums with respect to, and reasonable costs the cost of realizing, recovery of such insurance proceeds and any resulting increase amounts (including increases in applicable future insurance premiums specifically attributable to the extent relating to such Losses. The ) realized by such Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for or (ii) any such Losses. If such insurance proceeds are Tax benefits actually received utilized by an Indemnified Party after arising from the date on incurrence or payment of any such Loss in the taxable year in which the Loss occurs and which results in an actual reduction of cash Taxes paid by such Indemnified Party, determined on a “with and without” basis (calculated without regard to any reduction in tax basis attributable to such indemnity payment being treated as a reduction in the purchase price), in the taxable year in which such Losses are incurred. (d) If an Indemnified Party receives any payment from an Indemnifying Party pays in respect of any Losses pursuant to this ARTICLE VIII and the Indemnified Party could have recovered all or a part of such indemnification Losses from a third party (a “Potential Contributor”) based on the underlying claim giving rise to the Indemnified Partypayment of such Losses, the Indemnified Party shall, no later than forty five (45) Business Days after receipt to the extent the Indemnified Party has the legal right to do so, assign such of such insurance proceeds, reimburse its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party in an to recover from the Potential Contributor the amount equal to of such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)payment.

Limits on Indemnification. (a) The Seller Parties Notwithstanding anything contained in the Transaction Documents to the contrary, the Securityholders shall not have be obligated to indemnify, defend or hold harmless any obligation to indemnify Buyer Indemnitees Indemnified Party with respect to any Buyer Indemnifiable Losses arising from any Claim or Claims under Section 5.2(a)(i10.2(a)(i): (i) for less than $5,000 for any particular item or series of related items; provided that this clause (i) shall cease to apply once the total Losses from all Claims (other than any Claims for less than A$5,000) equal or exceed A$100,000; and (ii) unless and until Buyer Indemnitees first have suffered the aggregate Buyer Indemnifiable Losses in excess of $25,000 from all Claims under Section 10.2(a)(i), not including Claims excluded by clause (i) above, exceed A$100,000 (the “Seller Indemnification BasketBasket Amount”), in which case the Buyer Indemnified Parties shall be entitled to be indemnified against the full amount of such Losses (which full amount shall include Losses previously excluded under Section 10.5(a)(i) and the portion of such Losses below A$100,000) and thereafter, the limitation set forth in Section 10.5(a)(i) shall cease to apply. (at which pointb) In no event shall the total indemnity obligations of any individual Securityholder exceed the Purchase Price actually paid to such Securityholder by the Buyer. (c) The Securityholders’ indemnification obligations under this Article 10 shall also be subject to the following limitations: (i) The Escrow Amount shall be, subject to the proviso of this clause (i), the sole source to satisfy the indemnification provisions of Article 10 with respect to Claims in respect of any Losses relating to any breach of the representations or warranties of the Company as the date hereof or as of the Closing Date other than a breach of Section 4.6 (and, subject to the other provisions of this Agreement, the Securityholders’ liability shall be limited to that amount); provided that the Buyer may also by giving notice in writing to the Securityholder Representative offset Losses which relate to such Claims which are based on fraud or criminal matters from any Earnout Payment otherwise due; provided that in the event that the Securityholder Representative objects to such offset, the offset shall be deemed unresolved until such amount, if any, has been agreed with the Securityholder Representative or judicially determined. Any amounts indemnifiable by Securityholders under this Article 10 out of any Earnout Payment shall be limited, as to each Securityholder, to such Securityholder’s Pro Rata Portion of such Earnout Payment. (ii) The Escrow Amount shall be the first source, but not the sole source, to satisfy the indemnification provisions of Article 10 relating to any other Losses (including breaches of Section 4.6); provided, however, that with respect to indemnification under Sections 10.2(b), 10.2(c), 10.2(d) and 10.2(e) the portion of related Losses that may be claimed against the Escrow shall be limited to the breaching Securityholders’ share of the Escrow Amount at the relevant time. (iii) No Securityholder shall be liable in respect of a Claim under this Article 10 if, within six months of the date by which the Securityholder or the Securityholder Representative (as the case may be) receives the Claim Notice in respect of the Claim, (A) the Claim has not been agreed, compromised or settled, and (B) a Buyer Indemnified Party has not issued and served legal proceedings against the party in respect of the Claim. (iv) No Buyer Indemnified Party is entitled to recover under any Claim more than once in respect of the same Loss. (v) No Buyer Indemnified Party is entitled to recover in respect of any Loss caused by any act, omission or arrangement: (1) of, by or on behalf of the Buyer or any Related Entity of the Buyer before or after the Closing (but subject to the duties to mitigate Losses provided in this Article 10, this clause shall not apply to any increasing Losses caused by a Claim remaining unresolved); (2) of any other person, made at the request of or with the prior consent of the Buyer or any Related Entity of the Buyer; or (3) implementing, or permitted or contemplated by, the terms of any Transaction Document; or (vi) No Buyer Indemnified Party is entitled to recover in respect of any Loss caused by any change after the date of this Agreement in any applicable law or in its interpretation or in any administrative practice or ruling of a Government Body (even if the change has retrospective effect). (vii) No Claim in respect of any representation or warranty in Section 4.14 may be made where the Claim: (1) concerns or arises out of a fact, matter or circumstance arising from ordinary trading activities of a Group Company between 31 March 2011 and Closing; (2) concerns or arises out of a fact, matter or circumstance which is GST which is recoverable from the recipient of a supply or for which an input tax credit is available; (3) does not exceed any overprovision for Tax in the Financial Statements; (4) does not exceed any Tax refund, offset or credit received by the Company or a Company Subsidiary for a period before Closing; (5) concerns or arises out of a fact, matter or circumstance arising from an election or choice made after Closing without the fully informed prior written consent of Securityholder Representative (which must not unreasonably withhold or delay consent) in connection with a Return or a request to amend an assessment of Tax. (viii) In the event that the Buyer (A) claims that a Material Adverse Effect has occurred due to events, actions or omissions occurring after the date of this Agreement, (B) claims that such Material Adverse Effect causes the condition in Section 3.2(g) not to be satisfied and (C) decides to waive such condition and consummate the transactions contemplated hereby, then Buyer shall not be entitled to make any indemnification claims against the Securityholders relating to the events, actions or omissions after the date of this Agreement that led to the Material Adverse Effect claim. Buyer shall give the Company notice promptly after it determines that a Material Adverse Effect has occurred. (d) Save for the limitation in Section 10.5(b), none of the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of Section 10.1 or this Section 5.3(a) 10.5 shall not apply to in respect of a Securityholder in the case of indemnification for any Losses or other indemnification matter based upon, arising out of, in connection with or resulting from a breach relating to fraud or criminal matters (i) (x) which occurred on or before the date of a Fundamental Representation by any Seller Party. the Agreement and (by) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against of which such Securityholder was aware prior to the Escrow Amount, if applicabledate of the Agreement, and then directly against any (ii) if the covenant contained in the immediately following sentence has been complied with, (x) which occurred on or before the date of the Seller PartiesAgreement and (y) of which such Securityholder becomes aware during the period from the date of the Agreement until Closing. After The Company and the Escrow Amount is exhausted Securityholders each agree to notify the Buyer immediately (which must be within one business day) if it becomes aware, during the period between the date of this Agreement and Closing, of any fraud or any non-exhausted portion thereof is paid criminal matter which occurred on or prior to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each date of the Seller PartiesAgreement. If the covenant contained in the immediately following sentence has not been complied with, jointly and severally, then with respect to claims for indemnification or claims related to the Post-Closing Adjustment. clause (ciii)(x) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoingabove, the provisions respecting date of occurrence shall be the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion date of Closing instead of the Total Purchase Price due to Seller under this date of the Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An The amount of any Losses for which indemnification is provided under this Article 10 shall be net of: (i) any amounts actually recovered by a Buyer Indemnified Party shallfrom any third person (by contribution, at indemnification or otherwise) with respect to such Losses; and (ii) any amounts that the Indemnifying Party’s request, cooperate Buyer Indemnified Party actually recovers under any contract of insurance in the defense respect of any fact, matter subject or circumstance giving rise to indemnification hereunder at the Indemnifying Party’s expenseClaim. (f) Notwithstanding If a Buyer Indemnified Party recovers any provision such amount after any one or more Securityholders has made a payment to the contraryBuyer Indemnified Party (or an amount has been appropriated from the Escrow Account) to settle or discharge any indemnification obligation under this Article 10, nothing in this Agreement shall limit the Buyer Indemnified Party must promptly make a payment to the relevant Securityholder or restrict any Indemnified Party’s right Securityholders (as the case may be) of an amount necessary to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect give effect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party heretoSection 10.5(e). (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Each Buyer Indemnified Party must take commercially reasonable steps to avoid or mitigate any Loss in respect of which it is entitled to seek indemnification under this Article V as a result of, or in connection with, 10; provided that the foregoing shall not require any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Buyer Indemnified Party to take any action that will result in respect of such Losses, net of increased expenses to any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Buyer Indemnified Party, the such as an increase in insurance premiums. If a Buyer Indemnified Party shalldoes not comply with its obligations under this Section 10.5(g) and compliance would have mitigated the Loss, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse party shall be liable under this Article 10 for the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than by which the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)would have been so reduced.

Limits on Indemnification. (a) The Seller Parties No Indemnitee shall not have be entitled to seek indemnification under this Article XI for any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable individual event or circumstance unless and until the amount of Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of resulting from such event or circumstance exceeds $25,000 10,000.00 (the “Seller Indemnification BasketDe Minimis Amount”) (at ), in which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for case all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) amount shall not apply to any Losses arising out of, in connection with or resulting from be deemed a breach of a Fundamental Representation by any Seller PartyLoss hereunder. (b) Any claim by Sellers shall not have any indemnification obligations under Section 11.2(a) unless and until the claims asserted against any or all Sellers exceed $150,000.00 in the aggregate (the “Basket Amount”), in which case the applicable Indemnitee shall be entitled to seek indemnification for all Losses in excess of the Basket Amount. Buyer Indemnitee for shall not have any indemnification obligations under Section 11.3(a) unless and until the claims asserted against Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against exceed the Escrow Basket Amount, if applicable, and then directly against any in which case the applicable Indemnitee shall be entitled to seek indemnification for all Losses in excess of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing AdjustmentBasket Amount. (c) The maximum amount of indemnifiable Losses which may be recovered from Sellers arising out of or resulting from the causes set forth in any provision of this Agreement, shall be limited to the sum of $2,000,000.00 (the “Cap”). The maximum amount of indemnifiable Losses which may be recovered from Buyer arising out of or resulting from the causes set forth in any provision of this Agreement, shall not have any obligation be limited to indemnify Seller Indemnitees the Cap. (d) Notwithstanding (a), (b) and (c) above, none of the De Minimis Amount, the Basket Amount nor the Cap shall apply with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses resulting from breaches of any of the Fundamental Representations; provided, however, that Sellers shall not be liable for indemnification obligations in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply with respect to any Losses arising out of, in connection with of or resulting from a any breach of a Fundamental Representation by Buyerany representation, warranty, covenant or agreement of Sellers contained in this Agreement. (de) Notwithstanding anything to the contrary contained hereinin this Agreement: (i) no Party shall be liable for any indirect, the aggregate Liability special, incidental, exemplary, punitive or consequential Losses or for any lost profits of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(iany other Party; (ii) no Indemnitor shall be required to defend any Indemnitee in any investigation, action or other Proceeding instituted against such Indemnity unless such Proceeding arises from claims from a breach Governmental Authority or any other third party which is not an Affiliate of a representation the Indemnitee; and (iii) with respect to contingent or warrantyunquantifiable Losses, other than no payment will be due by any indemnifying Party unless and until the representations and warranties contained in Section 3.1 relevant Losses cease to be contingent or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expensemay be quantified. (f) Notwithstanding No Party shall have any liability under any provision to the contrary, nothing in of this Agreement shall limit or restrict for any Indemnified Party’s right to maintain or recover any damages increased Losses caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein gross negligence or willful misconduct on of the part other Party. Each Party shall take and shall cause to be taken all steps reasonably necessary to mitigate all such Losses promptly after becoming aware of any other Party heretoevent that could reasonably be expected to give rise to such Losses. (g) The Parties shall treat any payments made computation of the Losses pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposesXI shall be made after deducting therefrom any indemnity, unless a final determination causes such contribution or other similar payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable recovered by the Indemnifying indemnified Party to the Indemnified Party under this Article V as a result offrom any third party with respect thereto, or in connection with, less any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and cost actually received incurred by the Indemnified indemnified Party in respect of such Losses, net the collection of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)indemnity, contribution or other similar payment.

Limits on Indemnification. (a) The Seller Parties shall not have 11.5.1 No claim may be asserted against either party for breach of any obligation to indemnify Buyer Indemnitees representation, warranty or covenant contained in this Agreement or the Transition Documents or any certificate delivered hereto or thereto, unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess the subject matter of $25,000 (the “Seller Indemnification Basket”) (at which point, subject such claim on or prior to the limitations date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of11.1, in connection with which case such representation, warranty or resulting from a breach of a Fundamental Representation by any Seller Partycovenant shall survive as to such claim until such claim has been finally resolved. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) 11.5.2 Notwithstanding anything to the contrary contained hereinin this Agreement: (i) in determining whether any breach of a representation, warranty or covenant has occurred and the amount of any Losses arising in connection with any breach, any materiality, Material Adverse Effect or similar qualifier in such representation, warranty or covenant shall be disregarded; (ii) neither Seller, on the one hand, nor Buyer on the other hand, shall be liable to the other party or any Person claiming through the other party, as applicable, for any claim for indemnification relating to breaches of representations or warranties (other than the Fundamental Representations and claims based on fraud or intentional misrepresentation) unless and until the aggregate Liability amount of indemnifiable Losses that may be recovered from Seller under Section 11.2.1 or from Buyer under Section 11.3.1, as applicable, equals or exceeds $12,000, in which case Seller or Buyer, as applicable, shall be liable for all of the Losses indemnifiable under Section 11.2.1 or Section 11.3.1, as applicable; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered by Buyer Indemnified Parties under Section 11.2.1 for any claim for indemnification relating to breaches of representations or warranties (other than the Fundamental Representations and claims based on fraud or intentional misrepresentation), for which there shall be no limit) or by Seller Indemnified Parties under Section 11.3.1 shall be an amount equal to $275,000 (the “Cap”); (iv) Seller shall not be obligated to indemnify Buyer or any Person claiming through Buyer with respect to any Loss to the extent that an accrual or credit in favor of Buyer for the amount of such Loss was specifically included in the Final Adjustments Report (as finally determined pursuant to Section 3.3.3); (v) Buyer may make a claim for indemnification from Seller Indemnifiable Losses arising under Section 5.2(b)(i) 11.2.2 through Section 11.2.6, as applicable, whether or not Buyer also could make a claim under Section 11.2.1 for the same Losses (for example, if ▇▇▇▇▇ suffers a Loss arising from an Excluded Obligation and Liability, then Buyer may seek indemnification from Seller under Section 11.2.3 notwithstanding that the Loss also arose out of a breach of a representation made by Seller or warrantythat no breach of any representation made by Seller occurred because of disclosures made by Seller); and (vi) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, damages calculated on the basis of any multiple for loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any other damages, other than in each case damages that constitute actual damages, provided, that (A) Losses paid in settlement of or pursuant to an award or judgment in connection with a Third Party Action shall be deemed to be actual damages notwithstanding that such settlement, award or judgment may be categorized as including punitive, incidental, consequential, special or indirect damages; and (B) Losses calculated on the representations basis of a multiple of revenues, earnings or other basis, and warranties contained in Section 3.1 or Section 3.2, shall not exceed Losses constituting impairment of value may be actual damages to the Total Purchase Priceextent they are awarded by a court of competent jurisdiction. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense 11.5.3 Buyer will seek payment of any matter subject amount to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to which it might be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party entitled under this Article V as a result ofSection 11 from the Escrow Fund, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by until the Indemnified Party in respect of such Losses, net of any premiums with respect toEscrow Fund is exhausted, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)only then may seek payment directly from Seller.

Limits on Indemnification. (a) The Seller Following the expiration of the Survival Period, no claim may be brought by any of the Buyer Indemnified Parties under Section 9.2(a) or the Securityholder Indemnifies Parties under 9.3(a), except with respect to breaches of or inaccuracies in the Fundamental Representations. Nothing contained in the foregoing sentence shall waive, abrogate, reduce, delay or impede any claim made by any Indemnified Party prior to the expiration of the Survival Period which is outstanding at that time against the Securityholders. (b) Except in the case of fraud, intentional misrepresentation or deliberate or willful breach on the part of any Securityholder, the Company or the Subsidiaries, the Securityholders shall not have any obligation to indemnify the Buyer Indemnitees with respect Indemnified Parties pursuant to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i9.2(a) until all Damages suffered by the Buyer Indemnitees first have suffered Indemnified Parties in respect of Securityholders’ indemnification obligations pursuant to Section 9.2(a) exceeds an aggregate amount equal to Five Hundred Thousand U.S. Dollars ($500,000) (the “Threshold Amount”), following which the Buyer Indemnifiable Losses Indemnified Parties shall be entitled to be indemnified for all Damages in excess of $25,000 (the “Seller Indemnification Basket”) (at which pointThreshold Amount; provided, subject to however the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) Threshold Amount shall not apply to any Losses arising out of, breaches of or inaccuracies in connection with or resulting from a breach of a the Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing AdjustmentRepresentations. (c) Except in the case of fraud, intentional misrepresentation or deliberate or willful breach on the part of the Buyer, the Buyer shall not have any obligation to indemnify Seller Indemnitees with respect the Securityholder Indemnified Parties pursuant to any Seller Indemnifiable Losses arising under Section 5.2(b)(i9.3(a) until Seller Indemnitees have first all Damages suffered aggregate Seller Indemnifiable Losses by the Securityholder Indemnified Parties in respect of Buyer’s indemnification obligations pursuant to Section 9.2(a) exceeds the Threshold Amount, following which the Securityholder Indemnified Parties shall be entitled to be indemnified for all Damages in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by BuyerThreshold Amount. (d) Notwithstanding anything No Securityholder shall have any right of contribution against the Company or any of the Subsidiaries with respect to any breach by the contrary contained hereinCompany or any of the Subsidiaries of any of its representations, warranties, covenants or agreements from and after the aggregate Liability Closing; the Company and the Subsidiaries have no direct obligations with respect to breaches of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation representations, warranties, covenants or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Priceagreements hereunder. (e) An Any amounts payable under Section 9.2 or Section 9.3 shall be calculated after giving effect to (i) any proceeds actually recovered by the Indemnified Parties under insurance policies covering the damage, loss, liability or expense that is the subject to the claim for indemnity (net of any increase in insurance premiums or expenses incurred by such Indemnified Party shallin connection with such recovery of proceeds) and (ii) any proceeds actually recovered from third parties (net of any expenses incurred by such Indemnified Party in connection with such recovery of proceeds), at including through indemnification, counterclaim, reimbursement arrangement, contract or otherwise in compensation for the Indemnifying subject matter of an indemnification claim by such Indemnified Party’s request, cooperate with in the defense case of any matter subject (ii) no obligation to indemnification hereunder at first pursue the Indemnifying Party’s expensesame. (f) Notwithstanding any provision to Except in the contrarycase of fraud, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein deliberate or willful misconduct breach on the part of any other Party heretoSecurityholder, the aggregate sum of the Securityholders’ indemnification obligations pursuant to Section 9.2(a) shall not exceed Five Million U.S. Dollars ($5,000,000) (the “Cap”), provided, however the Cap shall not apply to breaches of or inaccuracies in the Fundamental Representations, and , provided, further, that the aggregate sum of the Securityholders’ indemnification obligations pursuant to Section 9.2(a) with respect to a breach of the representations in Section 4.14 shall not exceed Seven Million Five Hundred Thousand U.S. Dollars ($7,500,000). (g) The Parties shall treat any payments made Except in the case of fraud, intentional misrepresentation or deliberate or willful breach on the part of the Buyer, the aggregate sum of the Buyer’s indemnification obligations pursuant to Section 9.3(a) shall not exceed the Cap. (h) To the extent permitted by Applicable Law, all indemnification obligations under this Article V as an adjustment IX, shall be deemed adjustments to the Total Purchase Price purchase price for Tax purposesUnited States federal, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for state and local income Tax purposes. (hi) The amount payable by the Indemnifying Party Indemnified Parties shall take, and shall cause their respective Affiliates to take, all reasonable steps to mitigate and otherwise minimize their Damages to the Indemnified Party maximum extent reasonably possible upon and after becoming aware of any event which would reasonably be expected to give rise to any Damages. (j) For purposes of determining whether there has been a breach of any representation or warranty set forth in Section 4.5, 4.14, 4.15 or 4.16, each representation and warranty contained therein shall be read without regard and without giving effect to any “in all material respects” qualification contained in such representation or warranty (as if such qualification were deleted from such representation and warranty). (k) Any amounts due to Buyer under this Article V as a result of, or in connection with, any Losses IX shall be reduced by any insurance proceeds (other than proceeds paid first from self-insurance or fronted insurance programs) realized the Reserve and actually received then, to the extent sufficient amounts are not contained in the Reserve, by the Indemnified Party Securityholders. To the extent any Damages are owed to Buyer from the Securityholders, if such Damages relate to a breach of representation of a Securityholder in respect Article III, then the individual Securityholder who has caused such representation to be breached shall be solely liable for such Damages and (ii) in all other cases, each of the Securityholders shall be liable to Buyer for such Securityholder’s Transaction Percentage of such Losses, net Damages. (l) From and after the Closing the rights of any premiums the parties to indemnification pursuant to the provisions of this Article IX shall be the sole and exclusive remedy with respect to, and reasonable costs of realizing, such insurance proceeds and to any resulting increase matter in applicable future insurance premiums specifically attributable any way arising from or relating to such Losses. The Indemnified Party shall use this Agreement or its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)subject matter.

Limits on Indemnification. (a) The Seller Parties Indemnitor's liability under this Section 13 shall not have any obligation to indemnify Buyer Indemnitees be limited as follows: 13.4.1 Except with respect to any Carve-Outs (as defined below), the Buyer Indemnifiable Indemnified Parties, on the one hand, and the Microserv Indemnified Parties, on the other hand, shall not be entitled to be indemnified for Losses under this Section 13 unless the aggregate of such Losses arising under Section 5.2(a)(i) until hereunder for which indemnification liability would, but for this proviso, exist equals or exceeds $70,000; provided, however, that at such time as the aggregate of such Losses equals or exceeds $70,000, the Buyer Indemnitees first Indemnified Parties or Microserv Indemnified Parties, as the case may be, shall be entitled to be indemnified against the full amount of such Losses that have been incurred or suffered aggregate Buyer Indemnifiable Losses by such parties (and not merely the portion in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket70,000). Amounts finally paid For purposes of this Agreement, a "Carve-Out shall mean (i) an Indemnification Matter (where a Buyer Indemnified Party is the Indemnitee) involving (a) intentional misrepresentation or fraud, (b) failure of the Selling Shareholders to deliver to Buyer pursuant to the Post-at Closing Adjustment will not count toward calculation shares of Company Common Stock representing 100% of the Seller issued and outstanding capital stock of the Company (exclusive of claims related to title which are addressed in Section 13.4.2(b) hereof), or (c) Taxes, and (ii) an Indemnification Basket. The limitations Matter (where a member of this the Microserv Group is an Indemnitee) involving intentional misrepresentation or fraud. (a) Subject to Section 5.3(a) 13.4.2(b), each Selling Shareholder shall not apply be responsible for a portion of each indemnification claim made by a Buyer Indemnified Party equal to any Losses arising out of, in connection with his or resulting from a breach its Ownership Interest multiplied by the dollar amount of a Fundamental Representation by any Seller Partythe applicable claim. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Notwithstanding anything contained in this Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid 13 to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severallycontrary, with respect to claims for indemnification or claims related a claim that certain shares of Company Common Stock were delivered to Buyer without good and marketable title, free and clear of any Encumbrance, the Post-Closing Adjustment. (capplicable Selling Shareholder(s) Buyer whose shares of Company Common Stock are the subject of the claim shall not be solely liable as an indemnitor and no other Selling Shareholder shall have any obligation as an indemnitor in respect thereof. 13.4.3 The amount of indemnification to indemnify Seller Indemnitees be paid by an Indemnitor shall be reduced by the receipt by the Indemnitee, with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(ifor which indemnification is sought, of (i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 any tax benefit and (the “Buyer Indemnification Basket”ii) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties shall not have No claim may be asserted against either party for breach of any obligation to indemnify Buyer Indemnitees representation, warranty or covenant contained herein, unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess the subject matter of $25,000 (the “Seller Indemnification Basket”) (at which point, subject such claim on or prior to the limitations date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of9.1, in connection with which case such representation, warranty or resulting from a breach of a Fundamental Representation by any Seller Partycovenant shall survive as to such claim until such claim has been finally resolved. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement: (i) the Sellers shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Sections 9.2(a) and (b) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Sellers equals or exceeds $5,000,000, as this amount may be reduced from time to time as provided in Section 2.6 of the Indemnification Agreement (as so reduced, the "Basket Amount"), in which case the Sellers shall be liable only for the Losses in excess of the Basket Amount (i.e., claims pursuant to Section 9.2(a) are subject to a one-time deductible equal to the Basket Amount); provided, however, that no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by the Sellers or shall be included in calculating the aggregate Liability Losses for purposes of Buyer this clause (i) other than Losses in an amount that exceeds $50,000 resulting from any single claim or aggregated claims arising out of the same or related facts, events or circumstances (the "Minimum Loss Amount"; it being understood that any Losses that do exceed the Minimum Loss Amount will be recoverable in full – i.e., the Minimum Loss Amount is a filter but not a deductible); and provided further, however, that claims for Seller Indemnifiable Losses arising under Section 5.2(b)(iindemnification: (A) from a breach for breaches of a any representation or warrantywarranty contained in Section 3.18 or (B) provided by Article VI with respect to income taxes (it being agreed that any claims for indemnification for any Taxes, other than the representations income taxes and warranties contained in Section 3.1 or Section 3.2withholding taxes and all interest, penalties and expenses relating thereto, shall be subject to the Basket Amount and Minimum Loss Amount) shall not exceed be subject to any of the Total Purchase Price.limitations set forth in this Section 9.5(b)(i); (eii) An the Sellers shall not be obligated to indemnify any Buyer Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any Loss to the extent that the Buyer was compensated for such Loss in the calculation of the representations adjustment of the Base Purchase Price, if any, as finally determined pursuant to Section 2.7; and (iii) no party hereto shall have any liability under Sections 9.2 or warranties contained herein 9.3 of this Agreement for any punitive, consequential, special or willful misconduct on indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the part breach or alleged breach of any other Party heretothis Agreement. (gc) The Parties For all purposes of this Article IX, "Losses" shall treat any payments made be net of the actual dollar benefit payable to the Buyer or the affected Subsidiaries pursuant to this Article V any insurance or other recoveries payable under the Insurance Polices (or replacements thereof) obtained by the Sellers, the Targets or the Subsidiaries prior to the Closing, for which all premiums were either paid in full prior to the Closing or reflected as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party "Other Liability," to the Indemnified Party under this Article V as a result ofor its Affiliates in connection with the facts giving rise to the right of indemnification. The Buyer and the Sellers shall, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by cause the applicable Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover seek full recovery under insurance policies for any such Losses. If such insurance proceeds are actually received all Insurance Policies (or replacements thereof) obtained by an Indemnified Party after the date on which Sellers, the Indemnifying Party pays such indemnification claim Targets or the Subsidiaries prior to the Indemnified PartyClosing, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party for which all premiums were either paid in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid full prior to the Indemnified Party by Closing or reflected as an "Other Liability," covering any Loss to the Indemnifying Party)same extent as they would if such Loss were not subject to indemnification hereunder.

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement, except as set forth below: (a) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.02 or 9.03, unless and until the aggregate Liability amount of Buyer for Seller Indemnifiable indemnifiable Losses arising under Section 5.2(b)(i) which may be recovered from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to equals or exceeds $100,000, after which the Indemnified Indemnifying Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds liable only for those Losses in excess of $100,000; (other than proceeds from self-insurance b) no Losses may be claimed under Section 9.02 or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received Section 9.03 by an Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in calculating the aggregate Losses set forth in clause (a) above other than Losses in excess of $5,000 resulting from any single or aggregated claims arising out of the same facts, events or circumstances; and (c) the maximum amount of indemnifiable Losses which may be recovered from an Indemnified Party arising out of or resulting from the causes set forth in Section 9.02 or Section 9.03, as the case may be, shall be an amount equal to $2,225,000. The provisions of this Section 9.04 shall not apply with respect to indemnification (A) of either party for Taxes, provided that an Indemnifying Party shall not be liable for any claim for indemnification for Taxes unless and until the aggregate amount of indemnifiable Losses (including Losses other than for Taxes) which may be recovered from the Indemnifying Party equals or exceeds $100,000, after the date on which the Indemnifying Party pays such indemnification claim shall be liable only for those Losses in excess of $100,000, (B) by the Seller of the Purchaser for Losses arising from or related to workers’ compensation insurance and workers’ compensation claims, including claims incurred prior to the Indemnified PartyClosing Date but not reported until thereafter, (C) by the Indemnified Party shall, no later than forty five Seller of the Purchaser for (45x) Business Days after receipt of such insurance proceeds, reimburse Litigation Losses or (y) Liabilities resulting directly or indirectly from the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than provision by the related Loss theretofore paid Purchaser to the Indemnified Party Seller of inaccurate information pursuant to Section 3.27(i), or (D) by the Indemnifying PartyPurchaser of the Seller for (x) Liabilities resulting directly or indirectly from the provision by the Purchaser to the Seller of inaccurate information pursuant to Section 5.09 (provided the Seller has not terminated its obligations under Section 5.09(c) pursuant to Section 5.09(e)) or (y) relating to the COBRA obligations of the Purchaser or amounts payable pursuant to Section 6.03.

Limits on Indemnification. (a) The Seller Parties Neither Buyer nor the Sellers shall not have any obligation be entitled to indemnify Buyer Indemnitees with respect assert a claim for indemnification from the other party (the Sellers being considered one party for purposes of this subsection only) under the provisions of Sections 9.2, 9.3 or 9.4, as the case may be, until such time as the claims subject to any Buyer Indemnifiable Losses arising indemnification by such other party exceed, in value in the aggregate, $37,500, at which time all claims, including without limitation those included in determining that such threshold amount has been met, may be asserted. Indemnity claims asserted under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses 10.1 below shall be included in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all determining whether such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Partythreshold amount has been met. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from The aggregate indemnification obligation of the Indemnifying Sellers under Section 5.2 shall first be made against the Escrow Amount9.2(a), if applicable(b), (c), (e), and then directly against any (f) and Section 10.1 shall be limited to an amount equal to the sum of $283,047. The aggregate indemnification obligation of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid Indemnifying Sellers under Section 9.2(d) shall be limited to an amount equal to the sum of $783,047. The respective indemnification obligation of each Seller Parties(other than the Indemnifying Sellers) under Section 9.4 shall be limited to the aggregate value of the shares of Buyer's Common Stock acquired by such Seller pursuant to this Agreement (valued in accordance with subsection (d) below); provided such Seller satisfies the entire amount of such obligation pursuant to subsection (d) below. Notwithstanding any provision hereof to the contrary, each Indemnifying Seller's obligation under Section 9.4 shall be unlimited and to the extent any Indemnifying Seller indemnifies Buyer with respect to a breach of such Indemnifying Seller's own representations, warranties or covenants, such indemnification shall be deemed to have been made under Section 9.4. The aggregate indemnification obligation of Buyer under Section 9.3 shall be limited to $283,047. In the event the Indemnifying Sellers default on their obligations under this Article IX, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each suspend its performance of the Seller PartiesSwitzer Warrant and the DeSimone Warrant (collectively, jointly and severally, with respect the "Warrants") ▇▇▇▇l such default is ▇▇▇▇▇▇▇. Any such suspension shall not be deemed to claims for indemnification or claims related to delay the Post-Closing Adjustmentexpiration of the Warrants. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (Notwithstanding the “Buyer Indemnification Basket”) (at which pointforegoing, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket Section 9.6 shall not apply to fraudulent misrepresentations or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyerintentional misconduct. (d) Notwithstanding anything Subject to the contrary contained hereinfollowing provisions, in the event any payment of the indemnity obligations of the Sellers set forth in Sections 9.2 or 9.4 is required to be made, the aggregate Liability Sellers may satisfy such payment by the delivery to Buyer of Buyer shares of Buyer's Common Stock acquired by them pursuant to this Agreement, which shares, for such purpose, shall be valued at $2.50 per share in the case of Rissanen, or $3.00 per share in the case of any other Seller. The number of shares of Buyer's Common Stock any Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, may use to satisfy such indemnity obligations shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense number of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused shares of Buyer's Common Stock acquired by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made such Seller pursuant to this Article V as an adjustment Agreement, minus the number of shares of Buyer's Common Stock sold by such Seller following the date of this Agreement. If, prior to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection withEscrow Release Date, any Losses shall be reduced Indemnifying Seller elects to satisfy a Unicorp Claim (as defined below) by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect tendering shares of Buyer's Common Stock pursuant to this subsection, Buyer may elect to retain such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).shares

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement: (a) The Consideration Stockholders shall not be liable for any claim for indemnification pursuant to Section 9.2(a), unless and until the aggregate Liability amount of Buyer indemnifiable Losses which may be recovered from the Consideration Stockholders pursuant to Section 9.2(a) equals or exceeds the Basket Amount, in which case the Consideration Stockholders shall be liable only for Seller Indemnifiable Losses in excess of the Basket Amount; provided, that the limit provided for in this clause (a) shall not apply in the event of Fraud. (b) The maximum aggregate amount of indemnifiable Losses which may be recovered from the Consideration Stockholders resulting from, arising under out of or relating to the causes set forth in Section 5.2(b)(i9.2(a) from a shall be an amount equal to the Cap; provided, that the limit provided for in this clause (b) shall not apply (i) to any Losses resulting from, arising out of or relating to the inaccuracy or breach of a representation any Fundamental Representation or warranty(ii) in the event of Fraud; (i) The maximum aggregate amount of indemnifiable Losses that may be recovered from the Consideration Stockholders resulting from, other than arising out of or relating to the representations and warranties contained causes set forth in Section 3.1 or Section 3.29.2 shall be the Escrow Amount; provided, that the limit provided for in this clause (c)(i) shall not exceed apply in the Total Purchase Priceevent of Fraud, in which case the maximum amount of indemnifiable Losses which may be recovered from such Consideration Stockholders shall be limited to the value of the Merger Consideration (with the value of the Stock Consideration calculated using the Closing Acquiror Share Value) actually received hereunder and (ii) the maximum liability of any Consideration Stockholder under this Article IX shall be limited to such Consideration Stockholder’s Pro Rata Portion of the Escrow Amount; provided, that the limit provided for in this clause (c)(ii) shall not apply in the event of Fraud, in which case the maximum amount of indemnifiable Losses which may be recovered from any Consideration Stockholder shall be limited to the value of the Merger Consideration (with the value of the Stock Consideration calculated using the Closing Acquiror Share Value) actually received hereunder by such Consideration Stockholder. (d) Acquiror shall not be liable for any claim for indemnification pursuant to Section 9.3(a), unless and until the aggregate amount of indemnifiable Losses that may be recovered from Acquiror equals or exceeds the Basket Amount, in which case Acquiror shall be liable only for Losses in excess of that amount; provided, that the limit provided for in this clause (d) shall not apply in the event of Fraud. (e) An Indemnified Party shallThe maximum aggregate amount of indemnifiable Losses that may be recovered from Acquiror resulting from, at arising out of or relating to the Indemnifying Party’s requestcauses set forth in Section 9.3 shall be $1,850,000; provided, cooperate that the limit provided for in this clause (e) shall not apply in the defense event of any matter subject to indemnification hereunder at the Indemnifying Party’s expenseFraud. (f) Notwithstanding In no event shall any provision punitive or exemplary Losses be subject to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right indemnification hereunder unless such Losses are actually awarded to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party heretoa third party. (g) The Parties shall treat amount of any payments made pursuant Losses that are subject to this Article V as indemnification by an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses IX shall be reduced by calculated net of the amount of any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party from insurance or any other third party in respect of such Losses, Losses (net of any premiums costs and expenses incurred in connection with respect to, and reasonable costs the recovery of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Lossespremium associated therewith). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for If any such Losses. If such insurance proceeds are actually received by with respect to any Losses after payment has been made to an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Partywith respect thereto under this Article IX, the Indemnified Party shallshall promptly, no later than forty five (45i) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to if the Indemnified Party by is an Acquiror Indemnified Party and such proceeds are received prior to the Final Release Date, deliver the amount of such proceeds (net of costs and expenses incurred in connection with the recovery of such proceeds and any increase in insurance premium associated therewith) to the Escrow Agent for deposit into the Escrow Fund, or (ii) if the Indemnified Party is a Stockholder Indemnified Party, or an Acquiror Indemnified Party and such proceeds are received after the Final Release Date, deliver the amount of such proceeds (net of costs and expenses incurred in connection with the recovery of such proceeds and any increase in insurance premium associated therewith) to the Indemnifying Party. This Section 9.5(e) shall not apply with respect to insurance proceeds recovered under the R&W Insurance Policy. (h) For purposes of calculating the indemnifiable Losses that may be recovered pursuant to Section 9.2, the amount of any indemnifiable Losses shall be determined without duplication of any other Loss for which indemnification has been provided and shall be computed net of any amounts specifically related to such Losses that are actually included in the calculation of Closing Merger Consideration (as adjusted pursuant to Section 3.5).

Limits on Indemnification. (a) The Seller Parties Notwithstanding anything in this Article 8 to the contrary, no Party shall not have any indemnification obligation hereunder to indemnify Buyer Indemnitees the extent that a claim for indemnification is related to a representation, warranty or covenant for which the survival period specified in Article 7 has expired and is made after such expiration. For the avoidance of doubt, it is understood and agreed that the expiration of the survival period with respect to any Buyer Indemnifiable particular representation, warranty or covenant shall have no effect upon a claim for indemnification related to such representation, warranty or covenant that was properly made prior to such expiration, and the Party making such claim may pursue such claim as set forth in this Agreement until it is resolved or abandoned. (b) Notwithstanding anything in this Article 8 to the contrary, no Lufkin Indemnitee shall be entitled to indemnification from the Seller pursuant to Section 8.1 until such time as the cumulative, aggregate amount of Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of by such Lufkin Indemnitee exceeds $25,000 (the “Deductible”), after which time such Lufkin Indemnitee shall be entitled to indemnification for the full amount of Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to any claims based on the fraud, intentional misconduct or gross negligence of the Seller Indemnification Basket”or to any claims based on any breach by the Seller of any representation or warranty contained in Section 4.2, 4.3, 4.4 or 4.17 or of any of his covenants or agreements contained herein. (c) (at which point, subject Notwithstanding anything in this Article 8 to the limitations contrary, no Seller Indemnitee shall be entitled to indemnification from Lufkin pursuant to Section 8.2 until such time as the cumulative, aggregate amount of Losses suffered by such Seller Indemnitee exceeds the Deductible, after which time such Seller Indemnitee shall be entitled to indemnification for the full amount of Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to any claims based on the fraud, intentional misconduct or gross negligence of Lufkin or to any claims based on any breach by Lufkin of any representation or warranty contained in Section 5.2 or 5.3 or of any of its covenants or agreements contained herein. (d) The Seller shall not be liable for indemnification obligations under this Article 8 in the aggregate in excess of an amount equal to $6,125,000; provided, however, that the limitation set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a8.3(d) shall not apply to any Losses arising out ofclaims based on the fraud, in connection with intentional misconduct or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any gross negligence of the Seller Parties. After the Escrow Amount is exhausted or to any non-exhausted portion thereof is paid to claims based on any breach by the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties warranty contained in Section 3.1 4.2, 4.3, 4.4 or Section 3.2, shall not exceed the Total Purchase Price4.17 or of any of his covenants or agreements contained herein. (e) An Indemnified For purposes of calculating the aggregate amount of Losses claimed by a Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject entitled to receive indemnification hereunder at (an “Indemnitee”), the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any amount of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses each Loss shall be reduced by the amount of any third-party insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually benefits which the Indemnitee received by the Indemnified Party in respect of or as a result of such Losses, net less the reasonable costs incurred by the Indemnitee to recover those insurance benefits to the extent such costs are not otherwise recovered. If a Lufkin Indemnitee has been paid out of any premiums the Escrow Account pursuant to the terms hereof and of the Escrow Agreement, and such Lufkin Indemnitee later receives insurance benefits with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Partysame Loss giving rise to the payment out of the Escrow Account, then the Indemnified Party shall, no later than forty five (45) Business Days after receipt amount of such insurance proceedsbenefits shall: (i) if the Escrow Agreement is effective, reimburse be deposited in the Indemnifying Party Escrow Account and then paid out in an amount equal to such insurance proceeds accordance with the terms of the Escrow Agreement or (but in ii) if the Escrow Agreement is no event an amount greater than the related Loss theretofore longer effective, be paid to the Indemnified Party by the Indemnifying Party)Seller.

Limits on Indemnification. (a) The Seller Parties shall not In case any event occurs which would otherwise entitle either party to assert a claim for indemnification hereunder, no Damages will be deemed to have been sustained by such party to the extent of (i) any obligation to indemnify Buyer Indemnitees Tax savings realizable by such party with respect thereto, or (ii) any proceeds received or to be received by such party from any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection insurance policies with or resulting from a breach of a Fundamental Representation by any Seller Partyrespect thereto. (b) Any claim by An Indemnifying Party will not be liable under this Article VIII for (i) any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against Damage which represents the Escrow Amountcost of repairs, if applicable, and then directly against any replacements or improvements insofar as they enhance the value of the Seller Parties. After repaired, replaced or improved asset above its value on the Escrow Amount is exhausted Closing Date, or any non-exhausted portion thereof is paid to which represents the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each cost of repair or replacement in excess of the Seller Partieslowest reasonable cost of such repair or replacement, jointly and severallyor (ii) consequential damages, with respect to claims for indemnification special damages, incidental damages, indirect damages, punitive damages, lost profits or claims related to the Post-Closing Adjustmentsimilar items. (c) Buyer shall not have The parties acknowledge and agree that if Purchaser or Seller has knowledge of a failure of any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations condition set forth in this Article VVII, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Lossesrespectively, including or of any breach by the Buyer Indemnification Basket). Notwithstanding the foregoingother party of any representation, the provisions respecting the Buyer Indemnification Basket shall not apply to warranty or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under covenant contained in this Agreement, and such party proceeds with the Closing, such party will be deemed to have waived such condition or breach and such party and its successors, assigns and Affiliates will not be entitled to sue for damages or to assert any other rights or remedy for any los▇▇▇ arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto. The limitations Purchaser shall be deemed to have knowledge of this Section 5.3(c) shall not apply any information contained in any document delivered to any Losses arising out of, Purchaser in connection with or resulting from a breach of a Fundamental Representation by Buyerthis Agreement. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer Each Indemnified Party will be obligated in connection with any claim for Seller Indemnifiable Losses arising indemnification under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 8.2 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject 8.3 to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for mitigate Damages upon and after becoming aware of any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on event which the Indemnifying Party pays such indemnification claim could reasonably be expected to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal give rise to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)Damages.

Limits on Indemnification. 11.5.1 No claim may be asserted against any Party under this Article XI unless written notice of such claim is received by such Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim. No claim may be asserted against any Party for breach of a representation or warranty after the applicable Claims Period. 11.5.2 Notwithstanding anything to the contrary contained in this Agreement, (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable breach of a representation or warranty made by Seller herein (other than a Seller Surviving Representation) (i) Seller shall not be liable unless and until the aggregate amount of Losses arising under Section 5.2(a)(isustained as a result of such breach that may be recovered from Seller equals or exceeds Twenty-Five Thousand Dollars ($25,000.00) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification BasketThreshold Amount”) (at which pointprovided, however, that if the aggregate amount of Losses that may be recovered from Seller, from the first dollar, exceeds the Threshold Amount, then Purchaser shall be entitled to recover the full amount of its Losses, subject to the limitations set forth in this Article V, Indemnification Limit) and (ii) the Seller Parties shall indemnify Buyer Indemnitees maximum aggregate amount of Losses which may be recovered by Purchaser for all such Buyer Indemnifiable Losses including breaches shall equal three percent (3%) of the Seller Purchase Price (the “Indemnification BasketLimit”). Amounts finally paid to Buyer pursuant , and (b) no Party shall have any liability under any provision of this Agreement for any punitive, consequential, special or indirect damages relating to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations breach or alleged breach of this Section 5.3(a) Agreement, except to the extent such damages are made a part of a Third Party Claim. For the avoidance of doubt, the Indemnification Limit and Threshold Amount shall not apply be applicable with respect to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Seller Surviving Representation, the indemnity in Section 8.1.7 or any Seller Partyindemnity in Section 11.2 other than Section 11.2(e). 11.5.3 For all purposes of this Article XI, Losses shall be net of (bi) Any claim any insurance (other than any self-insured retention program) or other recoveries paid (subject to Section 11.6) by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against a third party to the Escrow AmountIndemnified Party or its Affiliates in connection with the facts, if applicableevents or circumstances giving rise to the right of indemnification, and then directly against (ii) any net tax benefit available to such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses (including the net present value of any tax benefit arising in subsequent taxable years). 11.5.4 Purchaser and Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against cooperate with each of the Seller Parties, jointly and severally, other with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have resolving any obligation to indemnify Seller Indemnitees Third Party Claim with respect to which one Party is obligated to indemnify the other Party hereunder, including by making Commercially Reasonably Efforts to mitigate such claim. In the event that Purchaser or Seller shall fail to make such Commercially Reasonably Efforts to mitigate or resolve any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which pointclaim or liability, subject then notwithstanding anything else to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoingcontrary contained herein, the provisions respecting the Buyer Indemnification Basket other Party shall not apply be required to indemnify any Person to the extent of any loss, liability, claim, damage or excuse expense that could reasonably be expected to have been avoided if Purchaser or otherwise diminish Buyer’s obligations to pay any portion of Seller, as the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out ofcase may be, in connection with or resulting from a breach of a Fundamental Representation by Buyerhad made such Commercially Reasonable Efforts. (d) 11.5.5 Notwithstanding anything to the contrary contained herein, with respect to the aggregate Liability of Buyer Seller Work, (a) Purchaser and the Purchaser Indemnified Parties shall first look to their rights and remedies pursuant to the warranties and guarantees held by the Company before making any claim against Seller under Sections 11.2(c) or 8.1.8 for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of Section 8.1.8 and (b) from and after the one (1) year anniversary of the Acceptance Date with respect to a representation specific item of Seller Work (each such date with respect to a specific item of Seller Work is referred to herein as the “Seller Work Indemnity Termination Date”) neither Purchaser nor any Purchaser Indemnified Party may assert a claim under Sections 11.2(c) or warranty8.1.8 for a breach of Section 8.1.8 with respect to such specific item of Seller Work, it being agreed that after the applicable Seller Work Indemnity Termination Date Purchaser and any Purchaser Indemnified Party shall look solely to their rights and remedies pursuant to the warranties and guarantees held by the Company in connection with the applicable Seller Work (other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments claims for Losses previously made pursuant to this Article V as an adjustment prior to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying PartySeller Work Indemnity Termination Date).

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement, except for (a) fraud and (b) breaches of any representations or warranties contained in Section 4.1 (Organization; Qualification), Section 4.2 (Subsidiaries), Section 4.3 (Capitalization), Section 4.4 (Authorization; Validity of Agreement; Company Action), Section 4.17 (Board Vote; Shareholder Vote; Takeover Statutes), Section 4.19 (Brokers or Finders), Section 5.1 (Organization), Section 5.2 (Authorization; Validity of Agreement; Necessary Action) and Section 5.7 (Brokers or Finders), neither the Parent Indemnified Parties nor the Shareholder Indemnified Parties shall be entitled to indemnification pursuant to Section 9.2(a)(i) or Section 9.3(a) unless and until the aggregate Liability amount of Buyer indemnifiable Losses equals or exceeds $5,000,000 (the “Indemnity Deductible”), after which only such Losses in excess of the Indemnity Deductible (specifically including any costs or expenses incurred by the Shareholder Representative or any Indemnifying Party or payable to any Indemnified Party, in any such case, pursuant to Section 9.5(b)(ii) hereof with respect to Third-Party Claims) shall be recoverable; provided that only individual claims or claims arising out of the same set of facts that exceed $50,000 shall be counted as Losses for Seller which indemnification may be pursued. Indemnifiable Losses arising under Section 5.2(b)(iof the Parent Indemnified Parties shall be payable solely from (and shall not exceed the amount available in) from a breach the Indemnification Escrow Account (after giving effect to any prior distributions therefrom). Notwithstanding any other provision in this Agreement to the contrary, if on the date hereof the Indemnified Party has knowledge of a representation or warranty, other than any inaccuracy in the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Partyhereof, the Indemnified Party shall, shall have no later than forty five (45) Business Days right or remedy after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal Closing with respect to such insurance proceeds (but inaccuracy and shall be deemed to have waived its rights to indemnification in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)respect thereof.

Limits on Indemnification. (a) The Seller Parties right to indemnification, payment of Losses or other amounts pursuant to this Agreement or other remedy based upon any representation, warranty, covenant, obligation or other provision contained in this Agreement shall not have be affected by any obligation to indemnify Buyer Indemnitees investigation conducted with respect to, or any knowledge acquired (or capable of being required) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess such representation, warranty, covenant, obligation or other provision or the waiver of $25,000 (any condition based on the “Seller Indemnification Basket”) (at which pointaccuracy of any representation or warranty, subject to or on the limitations set forth in this Article Vperformance of or compliance with any covenant, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment obligation or other provision, and will not count toward calculation of affect the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply right to indemnification or the right to receive any Losses arising out ofother payments based on such representations, in connection with or resulting from a breach of a Fundamental Representation by any Seller Partywarranties, covenants, obligations and other provisions. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, in this Agreement: Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 8.2(a) unless and until the aggregate Liability amount of indemnifiable Losses that may be recovered from Seller equals or exceeds $20,000 (the “Indemnification Basket”), in which case Seller shall only be obligated to indemnify such Buyer Indemnified Party for the amount of such Losses in excess of the Indemnification Basket; and the maximum aggregate amount of indemnifiable Losses which may be recovered by the Buyer Indemnified Parties pursuant to Section 8.2(a) shall be an amount equal to $720,000 (the “Cap”); provided, that the limitations in (i) and (ii) shall not apply to any inaccuracy in or breach of (x) any Fundamental Representation of Seller, or (y) any representation and warranty that was made by Seller Indemnifiable fraudulently. Seller shall not be liable to any Buyer Indemnified Parties for indemnification under Section 8.2(a) in an aggregate amount greater than the Purchase Price (the “Fundamental Cap”); provided, that the limitation in this sentence shall not apply to any inaccuracy in or breach of any representation and warranty that was made by Seller fraudulently. (c) Notwithstanding anything to the contrary contained in this Agreement: (i) Buyer shall not be liable to any Seller Indemnified Party for any claim for indemnification pursuant to Section 8.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Buyer equals or exceeds the Indemnification Basket, in which case Buyer shall only be obligated to indemnify such Seller Indemnified Party for the amount of such Losses in excess of the Indemnification Basket; and (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered by the Seller Indemnified Parties pursuant to Section 8.3(a) shall be an amount equal to the Cap; provided, that the limitations in (i) and (ii) shall not apply to any inaccuracy in or breach of (x) any Fundamental Representation of Buyer, or (y) any representation and warranty that was made by Buyer fraudulently. Buyer shall not be liable to any Seller Indemnified Parties for indemnification under Section 8.3(a) in an aggregate amount greater than the Fundamental Cap; provided, that the limitation in this sentence shall not apply to any inaccuracy in or breach of any representation and warranty that was made by Buyer fraudulently. (d) For purposes of (i) determining whether a breach of or inaccuracy in a representation or warranty has occurred pursuant to this Agreement and (ii) calculating the amount of Losses arising under Section 5.2(b)(i) from a breach of a or inaccuracy in any representation and warranty for which an Indemnified Party is entitled to indemnification under this Agreement, each representation and warranty contained in this Agreement shall be read without giving effect to the words “material”, “Material Adverse Effect”, “in any material respect”, “in all material respects” and similar phrases or qualifiers (and shall be treated as if such words were deleted from such representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price). (e) An The amount to which any Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification is entitled hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any the amount of insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Lossesclaim for indemnification, net of less any premiums with respect to, costs and reasonable costs of realizing, expenses (including deductibles and co-insurance) incurred by the Indemnified Party in order to collect such insurance proceeds and any resulting increase less increases in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)amounts.

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses Notwithstanding anything in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject this Agreement to the limitations set forth in contrary, no Indemnified Party shall be entitled to indemnification or reimbursement for any Losses under any provision of this Article V, the Seller Parties shall indemnify Buyer Indemnitees Agreement for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant any amount to the Post-Closing Adjustment extent (and only to the extent) such Indemnified Party has previously been indemnified or reimbursed for such amount by an unaffiliated third party or insurer under any other provision of this Agreement or otherwise. The amount of any indemnification for Losses payable under this Agreement will not count toward be net of (i) any accruals or reserves taken into account in the calculation of Final Net Working Capital and (ii) any amounts actually recovered by the Seller Indemnification Basket. The limitations Indemnified Parties as a group under any third party indemnification agreement or arrangement, policy of this Section 5.3(ainsurance or other collateral sources covering the Loss giving rise to the claim, including any costs or expenses (including reasonable fees and expenses of attorneys) shall not apply to any Losses arising out of, incurred in connection with or as a result of collecting such proceeds, and the Parties agree to use their commercially reasonable efforts to obtain such recoveries. If, at any time subsequent to the Indemnified Party receiving an indemnity payment for a claim under this Agreement, the Indemnified Party receives payment in respect of the Loss underlying such claim through recovery, settlement or otherwise under or pursuant to any third party insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against a third party, the amount of such payment, less any costs or expenses (including reasonable fees and expenses of attorneys but net of any increases in premium resulting from such claims), incurred in connection with or as a breach result of a Fundamental Representation collecting such payment, up to the amount of the indemnity payment previously received from the Indemnifying Person, will promptly be repaid by the Indemnified Party to the Indemnifying Person. Nothing under this Section 8.5(a) shall limit, delay or otherwise affect the rights of any Seller PartyIndemnified Party pursuant to this Article VIII. (b) Any claim Except as otherwise provided in this Agreement, after the Closing, Seller shall have no rights against Purchaser, the Company or any of its Subsidiaries or any of their directors, managers, members, officers or employees (in their capacity as such), whether by reason of contribution, indemnification, subrogation or otherwise, in respect of any Buyer Indemnitee payment by Seller for Buyer Purchaser Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes Agreement and shall not take any action against such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums Persons with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)thereto.

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(iin this Agreement: (i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any Losses to the extent arising out of or resulting from any breach of any Company/Seller Fundamental Representations, (A) the maximum aggregate amount of indemnifiable Losses that may be recovered from Coeur by Buyer Indemnified Parties pursuant to Section 9.2(a) shall equal 5% of the representations aggregate amount, as adjusted from time to time, that the Buyer has paid to the Sellers in accordance with the Notes (the “Cap”); (B) Coeur shall not be liable to any Buyer Indemnified Party under Section 9.2(a) for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from Coeur equals or warranties contained herein exceeds $200,000 (the “Basket Amount”), in which case Coeur shall be liable only for the Losses in excess of the Basket Amount; and (ii) other than with respect to any Losses to the extent arising out of or willful misconduct on the part resulting from any breach of any other Buyer Fundamental Representations, (A) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Buyer by Seller Indemnified Parties pursuant to Section 9.3(a) shall be equal to the Cap; (B) the Buyer shall not be liable to any Seller Indemnified Party heretounder Section 9.3(a) for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Buyer equals or exceeds the Basket Amount, in which case the Buyer shall be liable only for the Losses in excess of the Basket Amount. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (hb) The amount payable by the Indemnifying Party to the Indemnified Party of any and all Losses under this Article V as a result of, or in connection with, any Losses IX shall be reduced by determined net of any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party or its Affiliates in respect connection with the facts giving rise to the right of such Lossesindemnification. Each party hereby waives, net of to the extent permitted under its applicable insurance policies, any premiums subrogation rights that its insurer may have with respect toto any indemnifiable Losses. (c) The parties shall cooperate with each other with respect to resolving any claim, and reasonable costs of realizingliability or Loss for which indemnification may be required hereunder, such insurance proceeds and any resulting increase in including by making, or causing the applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially to make, all reasonable efforts to recover mitigate any such claim, liability or Loss. In the event that a party shall fail to make such reasonable efforts, then notwithstanding anything else to the contrary contained herein, the other party shall not be required to indemnify any Person for any claim, liability or Loss that could reasonably be expected to have been avoided if such efforts had been made. Without limiting the generality of the foregoing, the parties shall, or shall cause the applicable Indemnified Party to, use reasonable efforts to seek full recovery under all insurance policies for covering any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. (d) The maximum aggregate amount of indemnifiable Losses that may be recovered from Coeur by Buyer Indemnified PartyParties pursuant to (i) Section 9.2(a) solely with respect to Company/Seller Fundamental Representations, (ii) Section 9.2(b), (iii) Section 9.2(c) and (iv) Section 9.2(d) shall equal 20% of the aggregate amount, as adjusted from time to time, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore Buyer has paid to the Indemnified Party by Sellers pursuant to the Indemnifying Party)Notes.

Limits on Indemnification. Notwithstanding any provision of this Agreement to the contrary: (a) The Seller Parties shall Indemnified Party may not have any obligation to indemnify Buyer Indemnitees make a claim for indemnification under Section 9.2(a) or Section 9.3(a), as the case may be, for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the survival period thereof specified in Section 9.1 with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess such representation or warranty unless notice of $25,000 (the “Seller Indemnification Basket”) (at which point, subject such claim was provided to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid Indemnifying Party prior to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation expiration of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Partyapplicable survival period. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Each Indemnified Party shallacknowledges and agrees that for purposes hereof, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by calculated based on the amount of Loss that remains after deducting therefrom any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are indemnity, contribution or other similar payment actually received by an Indemnified Party after from any third party with respect thereto. (c) The Company's obligations under Section 9.2 shall be subject to the date on following limitations: (i) The Company shall not have any liability for Losses until the aggregate amount of all Losses relating thereto for which the Indemnifying Party pays such Company would otherwise be required to provide indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in exceeds on a cumulative basis an amount equal to $50,000, at which point the Company, subject to the other provisions of this Section 9.5(c), shall indemnify the Company for such insurance proceeds Losses, but only to the extent such Losses exceed $50,000; (but in no event ii) The Company shall not have any liability for Losses to the extent the aggregate amount of Losses relating thereto for which the Company would otherwise be required to provide indemnification exceeds on a cumulative basis an amount greater than the related Loss theretofore paid equal to $3,000,000. (iii) The Company shall not have any liability for any incidental, punitive or consequential damages; (d) REG's and Purchaser's obligations under Section 9.3 shall be subject to the Indemnified Party by following limitations: (i) Neither REG nor Purchaser shall have any liability for Losses to be indemnified pursuant to Section 9.3(a) until the Indemnifying Partyaggregate amount of all Losses relating thereto for which REG and Purchaser would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to $50,000, at which point REG and Purchaser, subject to the other provisions of this Section 9.5(d), shall indemnify the Company for such Losses, but only to the extent such Losses exceed $50,000; (ii) Neither REG nor Purchaser shall have any liability for Losses to be indemnified pursuant to Section 9.3(a) to the extent the aggregate amount of Losses relating thereto for which REG and Purchaser would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to $3,000,000. (iii) Neither REG nor Purchaser shall not have any liability for any incidental, punitive or consequential damages;

Limits on Indemnification. (a) The Seller Parties No amount shall not have be payable by any obligation Indemnifying Party pursuant to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising Section 9.2(a)(i) or 9.2(b)(i) unless the aggregate amount of Loss indemnifiable under Section 5.2(a)(i9.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of or 9.2(b)(i), as applicable, exceeds $25,000 (the “Seller Indemnification Basket”) 2,000,000 (at which pointtime, all Losses including those used to meet such threshold shall be subject to the limitations set forth in this Article Vindemnification hereunder), the Seller Parties shall indemnify Buyer Indemnitees for all except that such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket limitation shall not apply to or excuse limit the rights of Seller pursuant to Section 9.2(b)(i) hereof with respect to or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from of a breach of a Fundamental Representation the representation made by BuyerPurchaser in Section 4.7 hereof. (db) Notwithstanding anything to the contrary contained hereinin this Agreement, the aggregate Liability amount of Buyer for Losses which may be recovered from Seller Indemnifiable Losses arising under Section 5.2(b)(i) out of or resulting from a breach of a representation or warranty, other than the representations and warranties contained causes enumerated in Section 3.1 9.2(a)(i), or from Purchaser arising out of or resulting from the causes enumerated in Section 3.2, 9.2(b)(i) shall not exceed $20,000,000, except that such limitation shall not apply to claims arising under the Total Purchase PriceIndefinitely Surviving Representations or the Tax Indemnifications. (ec) An Indemnified Party shallIn addition to any other limitations on indemnification that may apply, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any claim for indemnification that Purchaser may assert regarding Environmental Laws or Hazardous Materials in connection with the Company Theaters, Seller shall have no obligation with respect to such claim to the extent that the Losses for which indemnification is sought arise out of any action that is not required by applicable Environmental Law or the applicable lease for the continued use of such Company Theater as it is used as of the representations or warranties contained herein or willful misconduct on date hereof. In addition, with respect to any claim that is the part subject of this Section 9.3(c); (x) it is a condition precedent to any other Party hereto. (g) The Parties shall treat any payments made pursuant right of Purchaser to this Article V as an adjustment indemnification for such claim that, to the Total Purchase Price extent practicable, prior to incurring substantial costs with respect to such claim for Tax purposeswhich it may seek indemnification, unless a final determination causes Purchaser shall notify Seller of such payment claim and afford Seller the opportunity to evaluate the conditions giving rise to such claim; (y) if requested by Seller, Seller (at its sole expense) shall be entitled (but not obligated) to undertake, with Purchaser’s continued oversight, participation and approval (not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result ofunreasonably withheld or delayed), any investigation, remediation, or in connection with, any Losses shall be reduced other action required or permitted by any insurance proceeds (other than proceeds from self-insurance applicable Environmental Law or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net terms of any premiums binding lease (and any negotiation with respect toregulatory authorities or landlords regarding same), and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party the course thereof shall use its commercially reasonable efforts to recover under insurance policies for avoid any unreasonable interference with Purchaser’s operations, and Purchaser shall afford Seller reasonable access to undertake any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Partyinvestigation, remediation, or other action; and (z) Purchaser, the Indemnified Party shall, no later than forty five (45) Business Days after receipt Seller Group Companies and the Target Group Companies shall exchange information and otherwise cooperate in order to facilitate the expeditious and cost-effective resolution of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)claim.

Limits on Indemnification. (a) The Seller Parties shall not have No claim may be asserted against either Party for breach of any obligation to indemnify Buyer Indemnitees representation or warranty contained herein or in any Ancillary Agreement (other than the Lease and Operating Agreement, the Premises Lease and Services Agreements and the Lease Agreements), unless written notice of such claim is received by such Party, describing in reasonable detail the facts and circumstances with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess the subject matter of $25,000 (the “Seller Indemnification Basket”) (at which point, subject such claim on or prior to the limitations date on which the representation or warranty on which such claim is based ceases to survive as set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of8.1, in connection with which case such representation or resulting from a breach of a Fundamental Representation by any Seller Partywarranty shall survive as to such claim until such claim has been finally resolved. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, in this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a) shall be twenty percent (20%) of the Base Purchase Price (the “Cap”); (ii) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification under Section 8.2(a) unless and until the aggregate Liability amount of Buyer indemnifiable Losses that may be recovered from the Seller equals or exceeds $72,000 (the “Basket Amount”), and in no event shall the Seller be liable for Seller Indemnifiable Losses arising under Section 5.2(b)(i8.2(a) from less than the Basket Amount; (iii) notwithstanding the provisions set forth in this Section 8.5(b), Sections 8.5(b)(i) and (ii) shall not apply to Losses based on a breach of a representation or warranty, other than the representations and warranties contained set forth in Section 3.1 Sections 3.2 and 3.4, or Section 3.2, fraud or in the case of intentional misrepresentations; (iv) the Seller shall not exceed be entitled to make a claim against the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation Buyer with respect to any Assumed Liability to the extent the Buyer is entitled to indemnification from Solutia UK pursuant to the Lease and Operating Agreement; (v) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyer received a benefit from the reflection of such matter in the calculation of the representations or warranties contained herein or willful misconduct on adjustment of the part of any other Party hereto.Purchase Price, if any, as finally determined pursuant to Section 2.8; (gvi) The Parties no Party shall treat have any payments made pursuant to Liability under any provision of this Article V as an adjustment Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity (except to the Total Purchase Price extent the Indemnified Party is legally obligated to pay consequential damages to a third party, which third party, for Tax purposesthe avoidance of doubt shall exclude: (i) the Buyer Indemnified Parties, unless in the case of a final determination causes such payment not to be treated as an adjustment to claim by any Buyer Indemnified Party, and (ii) the Total Purchase Price for Tax purposes.Seller Indemnified Parties, in the case of a claim by any Seller Indemnified Party); and (hvii) The amount payable by the Indemnifying Party Seller shall have no Liability to the any Buyer Indemnified Party under this Article V as a result ofAgreement with respect to any compliance with or liability under Environmental Laws or with respect to any other environmental matter related to the Business, the Transferred Assets, the Newport Site, the Land, the Buildings or the Facility, or the past or current ownership or operation thereof, except, if any, pursuant to Section 8.2(a) based on a breach of any representation or warranty set forth in connection withSection 3.15 or Section 8.2(d) to the extent it relates to the Seller Environmental Liability. (c) For all purposes of this Article VIII, any Losses “Losses” shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are or other recoveries actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by or its Affiliates in connection with the facts giving rise to the right of indemnification. The Buyer and the Seller shall, or shall cause the applicable Indemnified Party to, use reasonable efforts to obtain full recovery under all insurance policies covering any Losses or from any other third party indemnity which is available with respect to such Losses, to the same extent as they would if such Losses were not subject to indemnification hereunder; however, the indemnification obligations of any Indemnifying Party shall not be deferred or delayed pending receipt of any insurance recovery. If an Indemnified Party receives such insurance proceeds or payments from another third party indemnity in connection with Losses for which it has received indemnification from the Indemnifying Party), such Indemnified Party shall refund to the Indemnifying Party the amount of such insurance proceeds and such other payments when received, up to the amount of indemnification received from the Indemnifying Party.

Limits on Indemnification. (a) The Seller Parties Notwithstanding anything contained in the Transaction Documents to the contrary, no Buyer Indemnified Party or Company Indemnified Party shall not have any obligation be entitled to indemnify Buyer Indemnitees indemnification with respect to any Buyer Indemnifiable Losses arising from any Claim or Claims under Section 5.2(a)(i) 10.2(a)(i)or Section 10.3(a)(i), until Buyer Indemnitees first have suffered the aggregate Buyer Indemnifiable Losses in excess of from all Claims exceed $25,000 50,000 (the “Seller Indemnification BasketBasket Amount”) with respect to each party; provided, however, that the Basket Amount shall not apply to any Claim relating to (at which pointi) any breach of the following: Section 4.1 (Authority; Authorization; Enforceability), subject Section 4.7 (Capitalization), Section 4.13 (Intellectual Property), Section 4.15 (Taxes), Section 4.19 (Employee Benefits; ERISA), and Section 4.29 (Propriety of Past Payments, (ii) any indemnification Claim under Article 11, or (iii) any failure to pay amounts payable pursuant to Article 2. The parties agree that the Basket Amount is to serve as a deductible. None of the limitations set forth in this Article V, 10 shall apply in the Seller Parties shall indemnify Buyer Indemnitees case of indemnification for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the PostPre-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to Taxes or any Losses or other indemnification matter based upon, arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Partyrelating to fraud, criminal activities or willful misconduct. (b) Any claim by Subject to the provisions of the last sentence of Section 10.5(a) and Section 13.3, neither the Seller nor the Company shall be obligated to indemnify, defend or hold harmless any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, Indemnified Party with respect to claims for indemnification any Losses from any Claim or claims related to Claims under Section 10.2 in excess of the Post-Closing AdjustmentEscrow. (c) Buyer The amount of any Losses for which indemnification is provided under this Article 10 shall not have be (i) net of any obligation to indemnify Seller Indemnitees amounts actually recovered by the Claiming Party under any insurance policy with respect to any Seller Indemnifiable such Losses arising under Section 5.2(b)(iand (ii) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums amounts actually recovered from any third person (by contribution, indemnification or otherwise) with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party For the avoidance of doubt, the parties intend that, in appropriate circumstances, a Tax benefit recognized by Buyer shall use its commercially reasonable efforts to recover be taken into account for the purposes of determining the amount of any Losses for which indemnification is provided under insurance policies for any such Lossesthis Article 10. If an income Tax benefit is to be computed, Buyer shall be solely responsible for providing a good faith estimate of the applicable variables and shall not be required to provide the Seller or any other person with access to Buyer’s books and records or Tax returns or the working papers of its accountant(s) for the purposes of verifying such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays estimates; provided, however, that Buyer shall provide such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party pro forma calculations in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)sufficient detail that Buyer’s estimates can be reasonably verified.

Limits on Indemnification. (a1) The Seller Parties shall not have any obligation Any right of Parent Indemnitees to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising indemnification under Section 5.2(a)(i8.2(a)(1) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) Agreement shall not apply to any Losses arising out ofclaims made pursuant to such Section until the aggregate of all such claims totals $169,473.87 (the “Deductible”), in connection with which event such indemnities shall apply to only such amounts under Section 8.2(a)(1) of this Agreement exceeding the Deductible; provided, however, that the Deductible shall not be applicable to an inaccuracy or resulting from a breach of a any of the representations and warranties with respect to the Company Fundamental Representation Representations, in which case, Parent Indemnitees shall be indemnified, subject to the other provisions and limitations of this ARTICLE VIII (including Section 8.4), without any application of or limitation imposed by any Seller Partythe Deductible. (b2) Any No party shall be entitled to recover Losses in respect of any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification otherwise obtain reimbursement or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees restitution more than once with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyerclaim hereunder. (d3) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer Except for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a an inaccuracy or breach of a representation or warranty, other than any of the representations and warranties contained in Section 3.1 the Company Fundamental Representations or Section 3.24.15 (Taxes) or for any claim involving fraud by the Company, shall the Stakeholders’ maximum aggregate liability for Losses under Section 8.2(a)(1) will not exceed the Total Purchase Price. (eEscrow Amount. The Stakeholders’ maximum aggregate liability for Losses under Section 8.2(a)(1) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense connection with any inaccuracy or breach of any matter subject to indemnification hereunder at of the Indemnifying Party’s expense. (f) Company Fundamental Representations will not exceed the Aggregate Closing Value. Notwithstanding any provision anything contained herein to the contrary, nothing herein shall limit the recovery amount against any Stakeholder for fraud or intentional misrepresentation by such Stakeholder; provided, that, Parent and the Parent Indemnitees shall only be permitted to make claims for fraud or intentional misrepresentation by any Stakeholder against such Stakeholder and not against any other Stakeholder notwithstanding anything herein to the contrary. (4) Notwithstanding anything contained in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent the contrary, except in the case of fraud or intentional misrepresentation misrepresentation, and except with respect to any the matters covered by Section 9.11, the parties agree that, from and after the Closing Date, the sole and exclusive remedies of the representations parties and the Parent Indemnitees and Seller Indemnitees, respectively, in connection with any Losses in any way arising from or warranties contained under or otherwise relating to this Agreement (including for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or willful misconduct on otherwise relating to the part of subject matter hereof) or the transactions contemplated hereby are set forth in this ARTICLE VIII. Nothing in this Section 8.2(c)(4) will limit rights or remedies expressly provided for in any other Party hereto. (g) The Parties shall treat any payments made agreement executed at the Closing pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such LossesAgreement. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).​ ​ ​

Limits on Indemnification. The indemnification provided for in ‎Section 7.02 and ‎Section 7.03 shall be subject to the following limitations: (a) The Seller Parties Company shall not have be liable for any obligation claim for indemnification pursuant to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Section 7.02 unless and until the aggregate amount of all indemnifiable Losses arising under Section 5.2(a)(i7.02 exceeds US$1 million, in which event the Company shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which the Company shall be liable pursuant to Section 7.02 shall not exceed US$7.68 million. (b) Blockchain Alliance shall not be liable for any claim for indemnification pursuant to Section 7.03 unless and until Buyer Indemnitees the aggregate amount of all indemnifiable Losses under Section 7.03 exceeds US$1 million, in which event Blockchain Alliance shall be required to pay or be liable for all such Losses from the first have suffered dollar. The aggregate Buyer Indemnifiable amount of all Losses in excess of $25,000 for which Blockchain Alliance shall be liable pursuant to Section 7.03 shall not exceed US$7.68 million. (c) Notwithstanding the “Seller Indemnification Basket”) (at which pointforegoing, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a7.04(a) and Section 7.04(b) shall not apply to any Losses arising out of, in connection with of or resulting from a any inaccuracy or breach of a any Company Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow AmountReps, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted Blockchain Alliance Fundamental Reps or any non-exhausted portion thereof is paid to failure by either the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each Company or Blockchain Alliance of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising their respective obligations under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket‎Section 2.02(b). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything The amount of any Losses payable by the Indemnifying Party under this Agreement shall be net of any amounts actually recovered by the Indemnified Party from any other Person determined to be responsible therefor. If the Indemnifying Party has paid an amount in discharge of any claim under this Agreement and the Indemnified Party has been compensated in full for all Losses it has suffered with respect to the contrary contained hereinsame subject matter of such claim, then to the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(iextent the Indemnified Party subsequently recovers (whether by payment, discount, credit, relief, or otherwise) from a breach third party a sum which further indemnifies or which is the same subject matter of claim such that the Indemnified Party’s recovery and retention of such amount would constitute double recovery for the same subject matter of claim, it shall as soon as reasonably practicable pay over such amount to the Indemnifying Party less all costs of recovery and Taxes with respect thereto. To the extent required by applicable Law and reasonably practicable, each Indemnified Party shall use commercially reasonable efforts to mitigate any Losses for which the Indemnified Party makes claims under this Agreement; provided, however, that nothing herein shall require an Indemnified Party to maintain any insurance policies, commence any proceedings against a representation third party, or warranty, obtain any insurance proceeds from other than sources of indemnification available to such party in respect of the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase PriceLosses. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject shall not be entitled to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other Agreement more than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party once in respect of such Losses, net the same portion of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)same Losses suffered.

Limits on Indemnification. (a) The Seller Parties shall not have No claim may be asserted against either party for breach of any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess representation, warranty or covenant contained herein, unless written notice of $25,000 (the “Seller Indemnification Basket”) (at which point, subject such claim is received by such party pursuant to the limitations terms hereof on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of9.1, in connection with which case such representation, warranty or resulting from a breach of a Fundamental Representation by any Seller Partycovenant shall survive as to such claim until such claim has been finally resolved. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Selling Stockholder by Purchaser Indemnified Parties pursuant to Section 9.2(a) (other than for breach of a Fundamental Representation or an Intentional Breach) for claims made prior to the first anniversary of the Closing Date shall be an amount equal to $4,000,000; (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Selling Stockholder by Purchaser Indemnified Parties pursuant to Section 9.2(a) (other than for breach of a Fundamental Representation or an Intentional Breach) for claims made after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date shall be an amount equal to (A) $2,000,000 minus (B) the aggregate amount of any indemnifiable Losses that were claimed during the first year after Closing Date and were recovered or are still pending (which shall be zero if such calculation results in a negative number); provided, however, that if any pending claims from the first year after the Closing Date are resolved in favor of the Selling Stockholder prior to the second anniversary of the Closing Date, then the amount(s) of such claims resolved in favor of the Selling Stockholder shall no longer be included in clause (B) above, and provided, further, that even if Purchaser Indemnified Parties may not be able to recover indemnifiable Losses under this clause (ii) due to a pending claim, Purchaser Indemnified Parties may continue to make claims for indemnifiable Losses pursuant to Section 9.2(a) after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date until Purchaser Indemnified Parties have recovered $2,000,000 of indemnifiable Losses from the Selling Stockholder pursuant to Section 9.2(a) (other than for breach of a Fundamental Representation or an Intentional Breach); (iii) In addition to the offset rights under Section 9.5(f), the maximum aggregate Liability amount of Buyer indemnifiable Losses that are recoverable from Selling Stockholder by Purchaser Indemnified Parties pursuant to Section 9.2(a) for Seller Indemnifiable Losses arising under breaches of Fundamental Representations or an Intentional Breach shall be an amount equal to the sum of all cash amounts actually received by the Selling Stockholder pursuant to this Agreement, the Note or the Warrant, including the L▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, if any, and the L▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, if any. (iv) the Selling Stockholder shall not be liable to any Purchaser Indemnified Party for any claim for indemnification pursuant to Section 5.2(b)(i9.2(a) from (other than for a breach of a representation Fundamental Representation or warrantyan Intentional Breach) unless and until the aggregate amount of all indemnifiable Losses that may be recovered from the Selling Stockholder equals or exceeds $500,000 (the “Basket”), other than and thereafter the representations applicable party shall be liable for all Losses including Losses up to and warranties contained in Section 3.1 or Section 3.2including the Basket; (c) No Losses shall be asserted by either party with respect to any matter which is covered by insurance proceeds to the extent of such insurance proceeds. (d) In determining the amount of any Losses for which any party seeks to be indemnified hereunder, any and all Tax benefits resulting from such Losses shall not exceed the Total Purchase Pricebe excluded. (e) An Indemnified Party shall, at For purposes of determining the Indemnifying Party’s request, cooperate in the defense failure of any matter subject representations or warranties to indemnification hereunder at the Indemnifying Party’s expensebe true and correct, and calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in such representations and warranties shall be disregarded. (f) Notwithstanding any provision Subject to the contrarymaximum amounts of indemnifiable Losses set forth in Sections 9.5(b)(i) and 9.5(b)(ii) for claims subject to such maximum amounts, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any if Purchaser has obtained the written consent of the representations Selling Stockholder or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to and non-appealable order of a court of competent jurisdiction that the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, Selling Stockholder owes any Losses shall under Section 9.2, then at the option of Purchaser (i) the principal amount owing under the Note may be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized Losses owed to Purchaser hereunder and actually received not paid by the Indemnified Party in respect of such LossesSelling Stockholder, net of or (ii) any premiums with respect to, payments owed by Purchaser under Section 3.7 may be reduced by any Losses owed to Purchaser and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore not paid to the Indemnified Party Selling Stockholder, or (iii) any payments owed by Theatre Direct under the Warrant may be reduced by any Losses owed to Purchaser and not paid to the Selling Stockholder or (iv) Purchaser may take any combination of the actions set forth in clauses (i), (ii) or (iii) of this subsection without duplication of payment. In addition, if there are any claims which have been consented to by the Indemnifying PartySelling Stockholder or for which Purchaser has obtained a final and non-appealable order of a court of competent jurisdiction that the Selling Stockholder owes Losses under Section 9.2 but the value or amount of the Losses have not been so consented to or finally determined and Selling Stockholder has not paid all of the Losses with respect to such claims at the time a payment is made to the Selling Stockholder under the Note, Section 3.7 or the Warrant, then (x) the Selling Stockholder agrees not to distribute or dividend any such payments received by it to its stockholders until Purchaser and Selling Stockholder determine in good faith the amount of the reasonably estimated Losses which Purchaser will incur under such claims (the “Estimated Losses”), and (y) upon such determination, Selling Stockholder shall not distribute or dividend to its stockholders the portion of such payments equal to the Estimated Losses not paid by Selling Stockholder until the value of all of the Losses with respect to such claims have been finally determined and paid by the Selling Stockholder.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The no amount shall be payable by Seller Parties shall not have any obligation pursuant to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i9.2(a)(i) until Buyer Indemnitees first have suffered the aggregate Buyer Indemnifiable Losses in excess amount of all claims for Damages that are indemnifiable pursuant to Section 9.2(a)(i) exceeds $50,000, and then only for the amount by which such Damages exceed such threshold amount, it being understood that no individual claim for Damages of $25,000 (the “Seller Indemnification Basket”) (at which point10,000 or less shall count for purposes of determining whether Damages have exceeded such threshold amount; provided, subject to however, that the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a9.4(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party.Fundamental Reps, Tax Rep or covenant or obligation contained in (x) this Agreement, or (y) any certificate delivered at Closing pursuant hereto, or with respect to Fraud committed by Seller; (b) Any claim no amount shall be payable by any Buyer Indemnitee pursuant to Section 9.2(b)(i) until the aggregate amount of all claims for Buyer Indemnifiable Losses arising from Damages that are indemnifiable pursuant to Section 5.2 shall first be made against the Escrow Amount, if applicable9.2(b)(i) exceeds $50,000, and then directly against any of only for the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Partiesamount by which such Damages exceed such threshold amount, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims it being understood that no individual claim for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess Damages of $25,000 (the “Buyer Indemnification Basket”) (at which point10,000 or less shall count for purposes of determining whether Damages have exceeded such threshold amount; provided, subject to however, that the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c9.4(b) shall not apply to a breach of any Losses arising out ofBuyer Fundamental Reps or covenant or obligation contained in (x) this Agreement, or (y) any certificate delivered at Closing pursuant hereto, or with respect to Fraud committed by Buyer; (c) the maximum aggregate amount of Damages for which indemnity may be recovered by the Buyer Indemnified Parties from Seller, other than pursuant to Section 9.2(a)(i) with respect to Seller Fundamental Reps, Tax Reps, or Fraud committed by Seller, shall be an amount equal to the Purchase Price; (d) the maximum aggregate amount of Damages for which indemnity may be recovered by the Seller Indemnified Parties from Buyer, other than pursuant to Section 9.2(b)(i) with respect to Buyer Fundamental Reps or Fraud committed by Buyer, shall be an amount equal to the Purchase Price; (e) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Damages; (f) in determining the amount of indemnification due under Section 9.2 or Section 9.3, all payments shall be reduced by any Tax benefit recognized or reasonably expected to be recognized by the Indemnified Party in any Tax year in which or prior to which the Damages arise (or in any of the three immediately succeeding Tax years), in connection with each case on account of the underlying claim; (g) notwithstanding any provision to the contrary contained in this Agreement, in the event that an Indemnifying Party can establish that an Indemnified Party had actual Knowledge, on or resulting from before the Closing, of a breach of a Fundamental Representation representation, warranty or covenant of the Indemnifying Party upon which a claim for indemnification by Buyer.the Indemnified Party is based, then the Indemnifying Party shall have no liability for any Damages resulting from or arising out of such claim; (dh) Notwithstanding anything if an Indemnified Party recovers Damages from an Indemnifying Party under Section 9.2, the Indemnifying Party shall be subrogated, to the contrary contained hereinextent of such recovery, to the aggregate Liability Indemnified Party’s rights against any third party with respect to such recovered Damages, subject to the subrogation rights of Buyer for Seller Indemnifiable Losses arising any insurer providing insurance coverage under Section 5.2(b)(ione of the Indemnified Party’s policies and except to the extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable insurance policy; and (i) from a breach For purposes of a representation or warrantythis Article IX, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit be deemed to have been made without any qualifications as to materiality or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party heretoMaterial Adverse Effect. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties A Purchaser Indemnified Party shall not have any obligation be entitled to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising make an indemnification claim under Section 5.2(a)(i8.2(a) (other than for breaches of Seller Fundamental Representations) or for a Mortgage Representation Breach (other than for breaches of Section 4.01 or 4.02 of the Security and Mortgage Agreement) unless and until Buyer Indemnitees first have the aggregate amount of all Losses suffered aggregate Buyer Indemnifiable by the Purchaser Indemnified Parties under Section 8.2(a) or for a Mortgage Representation Breach exceeds $1,150,000 (the “Basket”), in which event the Indemnifying Person shall be required to pay or be liable for all Losses in excess of the Basket. (b) A Seller Indemnified Party shall not be entitled to make an indemnification claim under Section 8.3(a) (other than for breaches of Purchaser Fundamental Representations) unless and until the aggregate amount of all Losses suffered by the Seller Indemnified Parties under Section 8.3(a) exceeds the Basket, in which event the Indemnifying Person shall be required to pay or be liable for all such Losses in excess of the Basket. (c) The aggregate amount required to be paid by an Indemnifying Person to the Purchaser Indemnified Parties under Section 8.2(a) (other than for breaches of Seller Fundamental Representations) or for a Mortgage Representation Breach (other than for breaches of Section 4.01 or 4.02 of the Security and Mortgage Agreement) shall not exceed $23,000,000. (d) The aggregate amount required to be paid by an Indemnifying Person to the Seller Indemnified Parties under Section 8.3(a) (other than for breaches of Purchaser Fundamental Representations) shall not exceed $23,000,000. (e) Without limiting the generality of the foregoing, any indemnification claim or series of indemnification claims arising under Section 8.2(a) or Section 8.3(a), as applicable, or for a Mortgage Representation Breach, in each case involving Losses of less than $25,000 (the “Seller Indemnification BasketHurdle”) (at which pointshall not be entitled to indemnification under Section 8.2(a) or Section 8.3(a), subject to as applicable, or the limitations set forth in this Article V, the Seller Parties last paragraph of Section 8.2(a) and shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation satisfaction of the Seller Indemnification Basket. The limitations of this Section 5.3(a) ; provided that the Hurdle shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amountany breaches of Seller Fundamental Representations or Purchaser Fundamental Representations, if as applicable, and then directly against any or breaches of Section 4.01 or 4.02 of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount Security and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Mortgage Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding The rights of the Indemnified Person to indemnification or any provision to the contrary, nothing in other remedy under this Agreement shall limit not be impacted or restrict limited by any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to knowledge that the Indemnified Party under this Article V as a result ofPerson may have acquired, or in connection withcould have acquired, any Losses shall be reduced whether before or after the Closing Date, nor by any insurance proceeds (other than proceeds from self-insurance investigation or fronted insurance programs) realized and actually received diligence by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)Person.

Limits on Indemnification. (a) The Seller Parties All Indemnifiable Costs sought by ------------------------- any Indemnifying Party hereunder shall not have be net of any obligation to indemnify Buyer Indemnitees insurance proceeds received by such Person with respect to such claim (less the present value of any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess premium increases occurring as a result of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basketclaim). Notwithstanding the foregoingprovisions of Section 8.1, the provisions respecting indemnity obligations hereunder relating to any breach of or ----------- default under any covenants hereunder or in any agreement or document executed in connection herewith relating to confidentiality, noncompetition, non- solicitation or employment shall not be the joint indemnification obligations of the Company and the Majority Members but shall be the sole and several obligation of the respective party to such covenant or agreement. The right of the Buyer Indemnification Basket shall not apply Indemnified Parties to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer make claims for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party provided under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds VIII (other than proceeds from self-insurance claims for Excluded Liabilities or fronted insurance programs) realized and actually received for claims for ------------ breaches of covenants to be performed by the Indemnified Party in respect of such LossesCompany following the Closing) shall expire on September 30, net of 2001 (except for any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable claims for Indemnifiable Costs made prior to such Lossesdate which claims shall continue after such date until finally resolved). The right of the Seller Indemnified Party Parties to make claims for Indemnification provided under this Article VIII (other than claims arising ------------ under Section 8.2(B) or (C) or claims for breaches of covenants to be performed --------------------- by Buyer or Iconixx following the Closing) shall use its commercially reasonable efforts to recover under insurance policies expire on September 30, 2001 (except for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on claims for which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal Indemnifiable Costs made prior to such insurance proceeds (but in no event an amount greater than date which claims shall continue after such date until finally resolved). Neither the related Loss theretofore paid to Company nor the Indemnified Party by the Indemnifying Party).Majority Members

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under A claim will be deemed covered by this Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (13 if it arises within the “Seller Indemnification Basket”) (at which point, subject to the limitations period set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all Section 12 above that is applicable to such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant claim and notice is given to the Post-Closing Adjustment will not count toward calculation party against whom it is made no later than sixty (60) days after expiration of the Seller Indemnification Basketsaid period. The limitations of this Section 5.3(a) shall not apply Purchaser agrees to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid give to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each reasonable notice of the Seller Parties, jointly and severally, with respect to claims any claim for which any of them would be liable for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket)hereunder. Notwithstanding the foregoing, the provisions respecting Seller shall not be liable for or with respect to the Buyer Indemnification first Five Thousand Dollars ($5,000) of the aggregate amount of all such damages and liabilities (including related costs and expenses) for which Seller, but for this sentence, would be liable under this Agreement or any certificate or instrument furnished to Purchaser pursuant hereto (hereinafter the “Basket”); provided, however, in the event the aggregate amount of all such damages and liabilities exceed the Basket, the Seller shall be liable for all such damages and liabilities (including related costs and expenses) from the first dollar notwithstanding the Basket; provided, further, that the Basket shall not apply to (i) any claim of Purchaser relating to any intentional misrepresentation by or excuse on behalf of any Seller or otherwise diminish Buyer’s obligations the Company, (ii) any claim relating to pay any portion liability of Purchaser for any liability to be retained or paid by the Total Purchase Price due Seller pursuant to Seller under this Agreement. The limitations the terms of this Section 5.3(cAgreement or any Schedule or Exhibit hereto, (iii) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation any obligation or covenant of Seller hereunder or any Schedule or Exhibit hereto or under any certificate or other document or agreement executed by Buyer. it in connection herewith or the Closing hereunder, or (div) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a any inaccuracy or incorrectness in any representation or warranty, other than the representations and warranties warranty contained in Section 3.1 or Section 3.23.02, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of3.03, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)3.30 hereof.

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket)8.4.1. Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement, neither the Company Holder Indemnified Parties nor Buyer Indemnified Parties shall be liable for any claim for indemnification pursuant to Sections 8.2.1, or 8.3.1, as applicable, unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party under Sections 8.2.1 or 8.3.1, as the case may be, equals or exceeds [ * ] (such amount, the “Basket”), after which the Indemnifying Party shall be liable for Losses in excess of the Basket; provided, however, that the Basket shall not apply to breaches of, or inaccuracies in, (A) the Fundamental Representations or (B) any representations or warranties due to Fraud. Claims for indemnification pursuant to any other provision of Sections 8.2 or 8.3 are not subject to the monetary limitations set forth in this Section 8.4.1; provided, however, that in no event shall the aggregate Liability amount of Buyer any Losses for Seller Indemnifiable Losses arising which indemnification is provided under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not 8.3 exceed the Total Purchase Price. Price plus any Contingent Payment that becomes due and payable to the Company Holders. The amount of any Losses for which indemnification is provided under this ARTICLE 8 shall be net of any amounts actually recovered by the Indemnified Party under insurance policies or contractual indemnification or contribution provisions of other agreements covering such Losses (e) net of the out-of-pocket costs reasonably incurred for pursuing or obtaining such insurance proceeds, deductibles and any increased premium amounts attributable to such claim). An Indemnified Party shall, at shall take commercially reasonable steps required by Applicable Law to mitigate any Losses for which indemnification is provided under this ARTICLE 8 upon becoming aware of any event that gives rise thereto. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for Losses for which it has already received an indemnification payment from the Indemnifying Party’s request, cooperate in the defense of any matter subject it shall pay to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding , within 30 days of receiving such insurance payment, any provision amount that the Indemnifying Party would not have had to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pay pursuant to this Article V as an adjustment ARTICLE 8 had such insurance payment been made at the time of such indemnification payment solely to avoid duplicative recovery for the Total Purchase Price for Tax purposessame Loss, unless a final determination causes such payment but not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The in excess of any amount payable previously so paid by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by on behalf of the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Lossesmatter. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received amount of Losses recoverable by an Indemnified Party after under this ARTICLE 8 with respect to an indemnity claim shall be reduced by the date net reduction in cash Taxes payable or paid that is actually received (including by way of a refund) by an Indemnified Party or its Affiliates with respect to the taxable year of the occurrence of the Loss giving rise to the indemnification obligation as a result of the incurrence of the applicable Loss, determined on which the a “with and without” basis. In no event shall any Indemnifying Party pays such indemnification claim be responsible or liable for any Losses or other amounts under this ARTICLE 8 that are punitive damages (except to the Indemnified Partyextent such punitive damages are awarded to a third party). 8.4.2. [ * ]. Without limiting the generality of the foregoing, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than shall any Party, its successors or permitted assigns be entitled to claim or seek rescission of the related Loss theretofore paid transactions consummated by this Agreement. 8.4.3. In the case of Buyer’s rights to indemnification for Material Claims, for as long as there are funds available in the Indemnification Escrow Fund to cover the Buyer Indemnified Parties’ indemnifiable Losses, any and all Losses payable by the Company Holders as Indemnifying Parties to the Buyer Indemnified Party Parties with respect to a Material Claim will be paid in cash first out of the Indemnification Escrow Fund, and in the event such Losses in respect of Material Claims exceed, or are not paid and satisfied in full from, the Indemnification Escrow Fund, the Buyer Indemnified Parties shall have the right to satisfy in full such Losses by pursuing indemnification rights and recourse directly against the Company Holders in accordance with each Company Holder’s Aggregate Payment Pro Rata Percentage of the Merger Consideration and Option Merger Consideration up to the aggregate Merger Consideration and Option Merger Consideration actually paid, or that becomes due and payable in accordance with Section 2.14, to each Company Holder. 8.4.4. Notwithstanding anything to the contrary in this Agreement or otherwise, in no event shall a Company Holder be liable under this Agreement or otherwise in connection with the transactions contemplated hereby or in connection therewith for any Losses in excess of the Merger Consideration and Option Merger Consideration actually paid, or that becomes due and payable in accordance with Section 2.14, to him, her or it. 8.4.5. In the case of Losses arising out of or resulting from Company Holder Indemnity Events, the liability of each Company Holder for Company Holder Indemnity Events shall be solely with respect to Company Holder Indemnity Events committed by such Company Holder (the “Indemnifying Company Holder”) and not with respect to Company Holder Indemnity Events committed by any other Company Holder, and any Losses arising out of or based upon a Company Holder Indemnity Event that is satisfied from the Indemnification Escrow Fund or Buyer’s right of set-off against Contingent Payments under Section 8.8, as appropriate, shall reduce the Indemnifying Party)Company Holder’s entitlement to the Indemnification Escrow Fund or Contingent Payments, as appropriate, and not any other Company Holder’s entitlement to the Indemnification Escrow Fund or Contingent Payments, as appropriate; provided, however, the Buyer Indemnified Parties shall have the right, but not the obligation, to satisfy all or a portion of the Losses arising out of or relating to a Company Holder Indemnity Event by pursuing indemnification rights and recourse directly against the Company Holder that committed the Company Holder Indemnity Event without having to first resort to obtaining payment from such Indemnifying Company Holder’s portion of the Indemnification Escrow Fund or exercising Buyer’s rights of set-off under Section 8.8 against such Indemnifying Company Holder’s portion of Contingent Payments. 8.4.6. The right of Buyer to indemnification pursuant to Section 8.2 will not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to any accuracy of any representation or warranty, or performance of or compliance with any covenant or agreement herein. 8.4.7. For purposes of this Agreement, “Material Claims” means [ * ].

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Seller No indemnification pursuant to this ARTICLE IV shall be made (other than indemnification in respect of the matters set forth in Section 4.01(a)(iii) and Section 4.01(a)(iv)) unless the aggregate amount of Indemnified Losses incurred by the Indemnified Parties shall not have any obligation to indemnify Buyer Indemnitees with hereunder (excluding such Indemnified Losses incurred in respect to any Buyer Indemnifiable Losses arising under of the matters set forth in Section 5.2(a)(i4.01(a)(iii) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of and Section 4.01(a)(iv)) exceeds Two Hundred Thousand United States Dollars (US $25,000 200,000) (the “Seller Indemnification BasketThreshold Amount”) (at which point); provided, however, that if the aggregate amount of all Indemnified Losses exceeds the Threshold Amount, then, subject to the limitations set forth in this Article VSection 4.08, the Seller Parties entire amount of all Indemnified Losses shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including be recoverable by the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller PartyIndemnified Parties. (b) Any No Indemnified Party may make a claim for indemnification under Section 4.02 for breach by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any Indemnifying Party of a particular representation or warranty after the expiration of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to applicable survival period set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severallyforth in Section 2.26 or, with respect to claims for indemnification any Claims made pursuant to Section 4.01(a)(iii) after January 31, 2013; provided that any claim arising in connection with any Claim Notice delivered on or claims related prior to the Post-Closing Adjustmentexpiration of the applicable survival period shall survive for the benefit of all Indemnified Parties beyond the expiration of the applicable survival period until such claim is finally resolved. (c) Buyer shall not have The amount of any obligation to indemnify Seller Indemnitees indemnification payable under this ARTICLE IV with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(iLoss shall be reduced by the net amount of any insurance proceeds, indemnity payments, contributions or similar payment actually received by any Indemnified Party with respect to such Loss (calculated net of any expense incurred in collecting such amount and the net present value of any increase in applicable insurance premiums incurred as a result of the claim that resulted in such recovery). To the extent any Indemnified Party receives (i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (any such amount from insurers or other third parties, such insurers or other third parties may, notwithstanding the “Buyer Indemnification Basket”) (at which pointprior sentence, subject be subrogated to the limitations set forth in this Article Vrights of the Indemnified Party hereunder and (ii) any such amount from insurers or other third parties after the Indemnified Parties have been indemnified for the applicable Loss, Buyer such Indemnified Party shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including repay to the Buyer Indemnification Basket). Notwithstanding Rights Holders and Closing Cash Bonus Participants promptly any amount that the foregoing, the provisions respecting the Buyer Indemnification Basket shall Indemnifying Party would not apply to or excuse or otherwise diminish Buyer’s obligations have had to pay any portion of the Total Purchase Price due pursuant to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply 4.02 had the Indemnified Parties received such amount prior to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyerbeing indemnified hereunder. (d) The Indemnified Parties shall not be entitled to indemnification for any Losses resulting from, arising out of or related to the IP Transfer, unless such Losses would nonetheless have been incurred had the Merger occurred without the prior occurrence of the IP Transfer. (e) Each Loss for which any Indemnified Party is entitled to indemnification under this ARTICLE IV shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement and in giving rise to indemnification under Section 4.01. (f) No Indemnified Party shall be entitled to indemnification under this ARTICLE IV for any Losses (and the amount of any Losses incurred shall not be included in the calculation of any limitations on indemnification set forth herein) to the extent such Losses were previously reflected in the calculation of Indebtedness and/or Expenses. (g) Notwithstanding anything to the contrary contained herein, the aggregate Liability rights and remedies of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, Indemnified Parties after the Closing shall not exceed be limited by the Total Purchase Price. (e) An fact that any Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense had knowledge of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision breach, event or circumstance prior to the contrary, nothing in this Agreement shall limit Closing or restrict waived any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment condition to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposesClosing related thereto. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties shall not have No claim may be asserted against either Party for breach of any obligation to indemnify Buyer Indemnitees representation, warranty or covenant contained herein, unless written notice of such claim is received by such Party, describing in reasonable detail the facts and circumstances with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess the subject matter of $25,000 (the “Seller Indemnification Basket”) (at which point, subject such claim on or prior to the limitations date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification BasketSection 11.1 (Survival). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with which case such representation, warranty or resulting from a breach of a Fundamental Representation by any Seller Partycovenant shall survive as to such claim until such claim has been finally resolved. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from Seller by all Purchaser Indemnified Parties pursuant to Section 11.2(a) and Section 11.2(d) (Indemnification by Seller) shall be U.S.$54,500,000 (the “Cap”); provided, however, that the aggregate Liability of Buyer for Seller Indemnifiable Cap shall not apply to indemnifiable Losses arising under Section 5.2(b)(iincurred by a Purchaser Indemnified Party that arise from (A) from a breach or inaccuracy of a representation Core Representation or warranty(B) fraud of Seller (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction) (such Losses as set forth in clauses (A) and (B), other than the representations and warranties contained in “Seller Special Losses”). The maximum aggregate liability of Seller for any indemnification claims (arising from Seller Special Losses or otherwise) under this Section 3.1 or Section 3.2, 11.6 shall not exceed the Total Purchase Price; provided, however, that there shall be no maximum liability for Losses incurred as a result of fraud of Seller (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction); (ii) Seller shall not be liable to any Purchaser Indemnified Party for any claim for indemnification pursuant to Section 11.2(a) (Indemnification by Seller) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Seller (including, without limitation, all Losses that may be recovered from Seller pursuant to Section 11.2(d)), equals or exceeds U.S.$5,450,000 (the “Deductible Amount”), in which case Seller shall be liable only for the Losses in excess of the Deductible Amount; provided, however, that in any event no Losses may be claimed by any Purchaser Indemnified Party or shall be reimbursable by Seller or shall be included in calculating the aggregate Losses for purposes of this clause (ii) other than Losses in excess of (A) U.S.$250,000 in respect of any claim for indemnification pursuant to Section 11.2(a) (Indemnification by Seller) as a result of the breach of Section 4.12 (Litigation) or (B) U.S.$100,000 (the “Minimum Loss Amount”) in all other cases, in each case, resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; and provided, further, that neither the Deductible Amount nor the Minimum Loss Amount shall apply as a threshold to any indemnification claims for Seller Special Losses or for any Losses described in Section 11.4 (Indemnification for Taxes); (iii) Seller shall not be liable to any Purchaser Indemnified Party for any claim for indemnification pursuant to Section 11.2(d) (Indemnification by Seller) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Seller equals or exceeds U.S.$1,000,000, in which case Seller shall be liable only for the Losses in excess of U.S.$1,000,000; (iv) the maximum aggregate amount of indemnifiable Losses that may be recovered from Purchaser by all Seller Indemnified Parties pursuant to Section 11.3(a) (Indemnification by Purchaser) shall be the Cap; provided, however, that the Cap shall not apply to indemnifiable Losses incurred by a Seller Indemnified Party that arise from (A) a breach or inaccuracy of Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Execution; Validity of Agreement), or Section 5.7 (Brokers or Finders) or (B) fraud of Purchaser (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction) (such Losses as set forth in clauses (A) and (B), “Purchaser Special Losses”). The maximum aggregate liability of Purchaser for any indemnification claims (arising from Purchaser Special Losses or otherwise) under this Section 11.6 shall not exceed the Purchase Price, provided, however, that there shall be no maximum liability for Losses incurred as a result of fraud of Purchaser (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction); (v) Purchaser shall not be liable to any Seller Indemnified Party for any claim for indemnification pursuant to Section 11.3(a) (Indemnification by Purchaser) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser equals or exceeds the Deductible Amount, in which case Purchaser shall be liable only for the Losses in excess of the Deductible Amount; provided, however, that in any event no Losses for a claim under Section 11.3(a) (Indemnification by Purchaser) may be claimed by any Seller Indemnified Party or shall be reimbursable by Purchaser or shall be included in calculating the aggregate Losses for purposes of this clause (iv) other than Losses in excess of the Minimum Loss Amount resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; and provided, further, that neither the Deductible Amount nor the Minimum Loss Amount shall apply as a threshold to any indemnification claims for Purchaser Special Losses or for Losses described in Section 11.4(a)(ii); (vi) no Party shall have any Liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue whether or not expected, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, except to the extent that such damages are specifically included in Third Party Claims and result in Losses; and (vii) any claim for indemnification under this Section 11.6 by any Party shall be bona fide and made in good faith. (ec) An Indemnified Party shallFor all purposes of this Section 11.6 (and for the avoidance of doubt, at the Indemnifying Party’s requestfor all purposes of Section 11.4 (Indemnification for Taxes)), cooperate in the defense “Losses” shall be net of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (fi) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and other recoveries actually received by the Indemnified Party or its Affiliates in respect of such Losses, net of any premiums connection with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim facts giving rise to the Indemnified Party, right of indemnification and (ii) any Tax Benefit realized by the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse or its Affiliates in connection with the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid facts giving rise to the Indemnified Party by the Indemnifying Party)right of indemnification.

Limits on Indemnification. (a) The Seller Parties shall not have No claim may be asserted against any obligation to indemnify Buyer Indemnitees Indemnifying Party for breach of any representation or warranty contained herein, unless written notice of such claim is received by such Party, describing in reasonable detail the facts and circumstances with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses the subject matter of such claim, in excess of $25,000 (the “Seller Indemnification Basket”) (at which pointeach case, subject to the limitations set forth in extent required by Section 10.4(a) or Section 10.4(b), as applicable. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant X except to the Post-Closing Adjustment will not count toward calculation of extent that the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation Indemnifying Party is prejudiced by any Seller Partysuch failure. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 The Parties shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against cooperate with each of the Seller Parties, jointly and severally, other with respect to claims resolving any claim, liability or Loss for which indemnification may be required hereunder, including by making, or claims related causing the applicable Indemnified Party to make, all reasonable efforts to mitigate any such claim, liability or Loss. In the event that the Company, the Seller or ASAC, as the case may be, shall fail to make such reasonable efforts, then notwithstanding anything else to the Post-Closing Adjustmentcontrary contained herein, the Indemnifying Party shall not be required to indemnify any Person for any claim, liability or Loss that could reasonably be expected to have been avoided if such efforts had been made. Without limiting the generality of the foregoing, the Company, the Seller and ASAC shall, or shall cause the applicable Indemnified Party to, use reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. (c) Buyer shall not have any obligation to indemnify To the extent that the Company receives indemnification from the Seller Indemnitees with respect to any Losses, in no event shall ASAC have any right to indemnification from the Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject with respect to the limitations set forth in this Article Vsubject matter of the claim that was the source of such indemnification of the Company by the Seller, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable except to the extent that ASAC’s Losses do not result from or are not derivative from the Company’s Losses, and no Party shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to breach or excuse or otherwise diminish Buyer’s obligations to pay any portion alleged breach of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement, in no event shall the aggregate Liability Seller be required to indemnify the Company Indemnified Parties pursuant to Section 10.2(a)(iv) based on clause (v) of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach the definition of a representation or warranty, other than the representations and warranties contained “Excluded Taxes” in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate excess of $200,000,000.00 in the defense aggregate. For the avoidance of any matter subject doubt, in no event shall the Seller be obligated to indemnification hereunder at indemnify the Indemnifying Party’s expense. (f) Notwithstanding any provision Company Indemnified Parties pursuant to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation Article X with respect to any of the representations Direct Claims or warranties contained herein or willful misconduct on the part of any other Third Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment Claims relating to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to New VH NOLs in excess of $200,000,000.00 in the Total Purchase Price for Tax purposesaggregate. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties An Indemnitee is not entitled to indemnification pursuant to SECTION 6.2 or 6.3 unless (a) all the Contemplated Transactions are consummated, (b) the Indemnitee requests by written notice to the Indemnifying Party payment or reimbursement of the Loss within twenty-four (24) months after the Closing or the applicable limitations period (as provided in Section 6.1), (c) the Indemnitee furnishes to the Indemnifying Party evidence conclusively establishing the nature and amount of the Losses, (d) the amount of the Loss has been determined and is absolute and liquidated (not contingent), and (e) the Indemnitee has complied with Section 6.4(a). Notwithstanding anything in this Agreement to the contrary, (1) no Indemnitee identified in Section 6.2 or Section 6.3 is entitled to indemnification pursuant to Section 6.2 or Section 6.3, respectively, unless the total, cumulative amount of all Losses for which the Indemnitee has requested indemnification exceeds $100,000, and (2) the maximum, cumulative, aggregate amount of any Indemnifying Party's liability under this Article VI is limited to $8,500,000, and an Indemnifying Party shall not have any obligation to indemnify Buyer Indemnitees with respect to liability under this Article VI on account of those matters for any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses amount, whether individually or in the aggregate, in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party8,500,000. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, Buyers' remedies with respect to claims for indemnification or claims related to Losses specified in Section 6.2 shall be satisfied first by an off-set against any amount owed under the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (Contingent Payment, provided that the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion amount of the Total Purchase Price Loss is due and owing to Seller under this Agreement. The limitations Buyers as a result of this Section 5.3(c) shall not apply to any Losses a legitimate claim arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or any warranty, other than the representations and warranties contained in Section 3.1 obligation or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense representation of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit Seller or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations Shareholders under this Agreement and either (i) no dispute exists over the amount or warranties contained herein validity of the Loss or willful misconduct on (ii) the part Loss has been determined by a final, nonappealable order or judgment of a court. Buyers shall not satisfy any other asserted Loss by an off-set against any liability, obligation or indebtedness owed to Seller or any Shareholder by Buyers without complying with the ensuing provisions. As required by SECTION 6.4 above, Buyers promptly shall notify the Indemnifying Party of either the incidence of a Loss or the existence of any other known set of facts that, if not corrected, might result in a Loss. The Indemnifying Party hereto. will have twenty (g20) The Parties shall treat calendar days following the effective date of Buyers' notice of a Loss to notify Buyers of any payments made pursuant to this Article V as an adjustment objection that he or it has to the Total Purchase Price for Tax purposes, unless a final determination causes such payment validity or amount of the Loss. If the Indemnifying Party does not to be treated as an adjustment notify Buyers of his or its objection to the Total Purchase Price for Tax purposes. validity or amount of the Loss within the twenty (h20) The day period, Buyers (at their election) may recover the amount of the Loss payable by Seller or any of the Shareholders by a set-off against any indebtedness that it owes to Seller or any of the Shareholders. If the Indemnifying Party timely notifies Buyers of an objection to the validity or amount of a Loss, however, Buyers, at any time before the due date of any amount payable by the Indemnifying Party them to the Indemnified Party under this Article V Seller or any of the Shareholders, may pay over and deliver to SunTrust Bank, Tampa Bay, as a result ofthe escrow agent (the "INDEMNITY ESCROW AGENT"), or for deposit in connection withescrow pursuant to the ensuing escrow instructions, any Losses shall be reduced by any insurance proceeds (other than proceeds from selfthe amount of the set-insurance or fronted insurance programs) realized and actually received off claimed by the Indemnified Party in respect of such Losses, net the indemnity claim. The amount of any premiums disputed indemnity claim on deposit with the Indemnity Escrow Agent will be applied as follows: (i) The escrow will continue with respect toto the disputed amount for not more than sixty (60) days following its deposit with the Indemnity Escrow Agent, during which time Buyers and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays shall attempt in good faith to resolve the dispute between them; (ii) If the dispute between Buyers and the Indemnifying Party is resolved, the Indemnity Escrow Agent, upon receipt of a written notice of resolution signed by Buyers and the Indemnifying Party, shall pay over and distribute such indemnification claim amount of escrow funds, in such a manner, and to such persons as Buyers and the Indemnifying Party specify in their notice to the Indemnified PartyIndemnity Escrow Agent; and (iii) If the dispute between Buyers and the Indemnifying Party has not been resolved within sixty (60) days, the Indemnified Indemnity Escrow Agent shall interplead with a court of competent jurisdiction an amount equal to the disputed indemnity claim. A dispute between Buyers and the Indemnifying Party shallover a Loss will be deemed to be conclusively resolved by any written agreement between Buyers and the Indemnifying Party or, no later than forty five (45) Business Days after receipt failing agreement, by final adjudication of such insurance proceedsthe dispute by a court having jurisdiction over it. The Indemnity Escrow Agent is entitled to rely conclusively on any written agreement between Buyers and an Indemnifying Party concerning the disposition or application of any escrowed funds or on any order of a court establishing the entitlement of either Buyers or the Indemnifying Party to the escrow funds. Any payment by Buyers to the Indemnity Escrow Agent in accordance with the foregoing escrow provisions will not constitute a breach of this Agreement, reimburse regardless of the ultimate resolution of the dispute between Buyers and the Indemnifying Party. Any escrowed funds applied or disbursed by the Indemnity Escrow Agent to Buyers or the Indemnifying Party in an amount equal accordance with these escrow instructions will be owned by the recipient, free and clear of all claims of the other parties. Upon application of all the escrowed funds pursuant to such insurance proceeds these escrow instructions or upon interpleading of all the escrowed funds with a court having jurisdiction, these escrow provisions will terminate and the Indemnity Escrow Agent will be released from all further responsibility. Property held in escrow by the Indemnity Escrow Agent pursuant to these escrow instructions will not be subject to a setoff, counterclaim, recoupment, or other right the Indemnity Escrow Agent might have against any party to this Agreement (but except with respect to any payments due the Indemnity Escrow Agent pursuant to these escrow provisions) or against any other person for any reason whatsoever. The Indemnity Escrow Agent will not be liable for any act or omission by it pursuant to these escrow instructions that is done in no event an amount greater good faith and in the exercise of its best judgment, except for willful conduct or grossly negligent acts or omissions. The Indemnity Escrow Agent shall invest and reinvest the escrowed funds from time to time in a time deposit account that accrues interest daily, a short-term trust for United States government securities, time deposit certificates or other evidences of deposit or short-term securities that in each case are issued or guaranteed by the United States or any agency of the United States and have maturities of not more than thirty (30) days. However, all investments by the related Loss theretofore paid Indemnity Escrow Agent must be readily convertible into cash on short notice. Interest earned on the escrowed funds will inure to the Indemnified Party by party who ultimately prevails in the Indemnifying Party)dispute over the indemnity claim.

Limits on Indemnification. The maximum amount of Damages which may be recovered from Seller for claims under Section 9.03(a)(i): (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses Damages arising out of, in connection with based upon or resulting from a any misrepresentation or inaccuracy in or breach of a Fundamental Representation any of the representations or warranties by any Seller Party. set forth in Section 3.01 (Organization, Standing and Power), Section 3.02 (Authority), Section 3.03 (No Conflicts), Section 3.05 (Title to Purchased Assets; Absence of Encumbrances), Section 3.14 (Environmental Matters) and Section 3.15 (Taxes) (the "Extended Representations") shall be an amount equal to the Purchase Price, and (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses Damages arising out of, in connection with based upon or resulting from a any misrepresentation or inaccuracy in or breach of any other representation or warranty by Seller in this Agreement, the Seller Disclosure Schedule, any of the Ancillary Agreements to which Seller is a Fundamental Representation party, or any certificate, instrument or document delivered by Buyer. (d) Seller pursuant hereto or thereto shall be an amount equal to the Escrow Amount plus all interest actually earned thereon prior to the termination of the Escrow Fund pursuant to Section 9.06. Notwithstanding anything to the contrary contained hereinin this Agreement, there shall be no limit as to the aggregate Liability Indemnified Persons' recovery of Buyer Damages with respect to fraud or intentional misrepresentation or willful or intentional breach by Seller. The Escrow Fund shall be partial security for the indemnification obligations of Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty9.03 and, other than the representations and warranties contained except as expressly set forth in Section 3.1 or Section 3.2this Article IX, shall not exceed be a limitation on indemnification or other recovery. All claims for indemnification pursuant to Section 9.03 shall be made first against the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision Escrow Fund to the contraryextent any funds remain therein and are available to satisfy such claims for indemnification, nothing in and the Escrow Fund shall be the sole and exclusive remedy or source of recovery for indemnification under this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect extent of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)remaining available funds.

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement: (i) no Party shall be liable for any indirect, special, incidental, exemplary, punitive (except to the aggregate Liability extent arising from Third Party punitive damages) or consequential Losses or for any lost profits of Buyer any other Party; (ii) no indemnification obligation of any of Sellers shall arise under this Agreement for Seller Indemnifiable any breach or Third Party Claim solely to the extent such obligation has arisen or increased as a result of any change in applicable Laws (including Environmental Laws) after the date hereof; (iii) the maximum amount of indemnifiable Losses arising for which indemnification may be sought from any of Sellers shall be limited to the Escrow Amount held under Section 5.2(b)(i) from a breach of a representation or warrantythe Escrow Agreement plus, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense case of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrarySellers, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any Retained Liabilities, amounts in the Retention Account from time to time, provided, however, that any Losses of Purchaser that are Qualified Retained Liabilities shall be paid first from the Retention Account, until such time as no funds shall remain therein, after which time they shall be paid from the Escrow Amount, (iv) the maximum amount of indemnifiable Losses for which indemnification may be sought from Purchaser shall be limited to an amount equal to the Escrow Amount deposited with the Escrow Agent as of the representations or warranties contained herein or willful misconduct Closing Date; provided that, as to Purchaser’s indemnification obligation to Sellers for Assumed Liabilities pursuant to Section 9.03 (a)(ii), there shall be no cap on the part amount of indemnifiable Losses, (v) with respect to contingent or unquantifiable Losses, no payment will be due by any other Indemnifying Party heretounless and until the relevant Losses cease to be contingent or may be quantified, provided that, for the avoidance of doubt, a claim may be made with respect to such Losses within the time periods provided under this Agreement and, if so timely made, such Losses may be recoverable if and when they are no longer contingent or unquantifiable; (vi) with respect to contingent Losses resulting from Third Party Claims, no such contingent Losses may be asserted as a Third Party Claim under this Article IX unless and until an identifiable third party shall have manifested (x) a present awareness of its right to assert such Third Party Claim and (y) a present intent to assert such Third Party Claim; and (vii) Sellers shall not be liable for any claim for indemnification pursuant to any provision of this Agreement, unless Sellers receive from Purchaser written notice of such claim, in accordance with Section 9.02(b), on or before the second anniversary of the Closing Date. (gb) The Parties Each Party shall treat use commercially reasonable efforts to mitigate all such Losses immediately after becoming aware of any event that could reasonably be expected to give rise to such Losses. (c) Indemnification payments made for Losses pursuant to this Article V as an adjustment to the Total Purchase Price for IX shall be made (i) taking into account any deduction, credit or other Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for benefit (“Tax purposes. (hBenefits”) The amount payable actually recognized by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or with respect to such Loss in connection with, any Losses shall the tax year in which the indemnification payment is determined to be reduced by due and payable; and (ii) after deducting therefrom any insurance proceeds (and any indemnity, contribution or other than proceeds similar payment recoverable by the Indemnified Party from self-insurance or fronted insurance programs) realized and any third party with respect thereto, less any cost actually received incurred by the Indemnified Party in respect of such Losses, net the collection of any premiums such proceeds, indemnity, contribution or other similar payment, including increased premium costs associated with recovery of insurance proceeds with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The In determining the amount of any such Tax Benefit, the Indemnified Party shall use its commercially reasonable efforts be deemed to recover under insurance policies for recognize all other items of income, gain, loss, deduction or credit before recognizing any such Lossesitem arising from the receipt of any indemnification payment hereunder or the incurrence or payment of any indemnified Loss. If such insurance proceeds are In addition, any amount actually received recovered by an Indemnified Party after from third parties with respect to a Loss which has already been indemnified by an Indemnifying Party shall be promptly paid over by the date on which Indemnified Party to the Indemnifying Party pays such indemnification claim up to the Indemnified Partyamount of such indemnified payment; provided, however, that in no event shall the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse be required to pay over to the Indemnifying Party in an the amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to of any Tax Benefit recognized by the Indemnified Party by with respect to such indemnified payment that is being reimbursed to the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, in this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by Buyer Indemnified Parties pursuant to Section 8.2(a) (other than breaches of Fundamental Representations) shall be [***]; (ii) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 8.2(a) (other than breaches of Fundamental Representations) unless and until the aggregate Liability amount of indemnifiable Losses exceeds [***] (the “Deductible Amount”), in which case the Seller shall be liable for all Losses in excess of the Deductible Amount (subject to the limit set forth in Section 8.5(a)(i)); provided, however, that no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses for purposes of this clause (ii) other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances, provided, that a Buyer Indemnified Party shall be entitled to dollar one indemnification from the Seller Indemnifiable pursuant to Section 8.2(a) for breaches of Fundamental Representations and for indemnification from the Seller pursuant to Section 8.2(b)-(c); (iii) no party shall have a right to make a claim for any Loss for contingent or inchoate claims and may claim only for a Loss that has, in fact, been paid, becomes due and payable, or incurred; (iv) except in the case of Fraud, intentional misrepresentation or Willful Breach, under no circumstances will a Buyer Indemnified Party be entitled to recover from the Seller, in the aggregate, any amounts in excess of the Final Purchase Price in respect of any and all claims for indemnification for breaches of Fundamental Representations asserted; and (v) in the event the Buyer proceeds with the Closing notwithstanding actual knowledge by the Buyer or any Affiliate of the Buyer at or prior to the Closing of any breach by the Seller of any representation, warranty or covenant in this Agreement, no Buyer Indemnified Party shall have any claim or recourse against the Seller or any of its Affiliates or Representatives with respect to such breach, under this Article VIII or otherwise. (b) For purposes of determining whether there is or was an inaccuracy in, or whether there has been a breach of, any representation or warranty herein and recalculating the amount of Losses arising under Section 5.2(b)(i) from hereunder with respect to a breach of a any representation or warranty herein, all qualifications in the representations and warranties herein as to “material”, “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in or applicable to such representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)disregarded.

Limits on Indemnification. (a) The Seller sole and exclusive source of satisfaction and payment of Damages for Claims made by any Delaware Indemnified Parties pursuant to Section 9.1 shall be a claim against the Escrow Shares pursuant to the Escrow Agreement, and the Former APP Stockholders (including the Escrow Participants) and the Stockholders’ Representative, individually or as a group, shall not have any obligation to indemnify Buyer Indemnitees with respect to obligation, responsibility or personal liability for the satisfaction and payment of any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which pointobligations hereunder, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to without limitation any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller PartyCovered Damages. (b) Any claim No obligations shall be payable by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against out of the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising Shares under Section 5.2(b)(i9.1(a) unless and until Seller Indemnitees have first suffered the aggregate Seller Indemnifiable Losses amount of all Covered Damages in excess respect of Claims under Section 9.1(a) exceed $25,000 250,000 (the “Buyer Indemnification Basket”) (at ). At such time that the aggregate amount of such Covered Damages exceeds the Basket, the Delaware Indemnified Parties shall only be entitled to recover out of the Escrow Shares such amount of such Covered Damages which pointexceed the Basket, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket)Cap. Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion Claims brought for breaches of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 Sections 4.1 (Organization, Standing and Corporate Power), 4.2 (Corporate Authority; Non-contravention), 4.3 (Capital Structure) or Section 3.24.13 (Taxes) or for claims arising from or based on fraud, shall not exceed the Total Purchase Priceintentional misrepresentation, felonious criminal activity or willful misconduct. (ec) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate Any qualifications in the defense representations, warranties and covenants of APP with respect to a Material Adverse Effect, materiality, material or similar terms will not have any effect with respect to the determination of the existence of a breach, the calculation of the amount of any matter subject to indemnification hereunder at Covered Damages or the Indemnifying Party’s expenseapplication of the Basket. (fd) Notwithstanding any provision No obligations shall be payable out of the Escrow Shares under Section 9.1 for Covered Damages in respect of Claims under Section 9.1 that exceed, in the aggregate, $25,000,000; provided, however, from and after the sixth-month anniversary of the Closing Date, to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made extent that Escrow Shares are released pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposesEscrow Agreement, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds to 25% of the foregoing (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Lossesamount, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Partyas applicable, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party“Cap”).

Limits on Indemnification. (a) The Seller Parties All Indemnifiable Costs sought by any party hereunder shall not have be net of any obligation to indemnify Buyer Indemnitees insurance proceeds or tax benefits received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of the Sellers under Sections 3.1, 3.2, 3.3, 3.6, 3.14, 3.17 or Article VI hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations or the expiration date set forth in such Sections and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall expire on the second anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses hereunder exceeds $50,000, whereupon the Sellers shall be liable for all amounts for which indemnification may be sought in excess of such $25,000 (50,000 deductible; provided, however, that any Indemnifiable Costs resulting from a breach by the “Seller Indemnification Basket”) (at which pointSellers of any of her obligations under Section 5.6 hereof, shall not be subject to the limitations set forth in this Article Vsentence, but shall be reimbursable by the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant Sellers to the PostIndemnified Parties on a dollar-Closing Adjustment will not count toward calculation of the Seller Indemnification Basketfor-dollar basis. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have be obligated to pay any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising amounts for indemnification under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article VVIII until the aggregate indemnification obligation sought by the Sellers hereunder exceeds $50,000, whereupon Buyer shall indemnify Seller Indemnitees be liable for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket)amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion aggregate liability of the Total Sellers to Buyer or Buyer to the Sellers exceed the Purchase Price due except for claims with respect to Seller ownership or rights to ownership of the Company's capital stock. However nothing in this Article VIII shall limit Buyer or the Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Sellers or Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Sellers shall be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties shall not have Notwithstanding any obligation to indemnify Buyer Indemnitees other provision hereof or any Applicable Law, except (i) in the event of fraud or willful misconduct, or (ii) with respect to any indemnification claims pursuant to Sections 8.2(ii) or 8.3(ii), no Buyer Indemnifiable Indemnitee or Equityholder Indemnitee shall be entitled to indemnification to the extent that the aggregate amount of all Losses arising under Section 5.2(a)(i) until by all Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess or Equityholder Indemnitees, respectively, under this Article VIII, exceeds fifteen percent (15%) of $25,000 the Purchase Price (the “Seller Indemnification BasketIndemnity Cap”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim The amount of any Losses indemnifiable by either party pursuant to this Article VIII shall be adjusted to reflect the value of any Buyer insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amountor its successors or assigns in respect of such Losses; provided, if applicablehowever, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer that no Indemnitee shall have the right any obligation to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to claims for indemnification any Losses after a party hereto has made a payment to an Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of such proceeds or claims related recoveries (up to the Post-Closing Adjustmentamount of such party’s payment with respect to such Losses). If an Indemnifiable Claim can be asserted pursuant to more than one clause of Section 8.2 or 8.3, as applicable, then the applicable Indemnitee can elect the clause pursuant to which to assert such claim; provided, however, that an Indemnitee cannot be compensated for the same Loss more than once and all Losses shall be calculated net of any actual recovery of an Indemnitee. For each Indemnifiable Claim, an Indemnitor shall only be liable for total Losses incurred as a result of such Indemnifiable Claim, which Losses shall be calculated net of any actual recovery of an Indemnitee, regardless of the number of Indemnitees that may have rights pursuant to such Indemnifiable Claim. (c) Buyer shall not have any Except for Buyer’s obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (pay the “Buyer Indemnification Basket”) (at which pointPurchase Price, subject to the limitations set forth notwithstanding anything in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision Agreement to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than shall (i) the related Loss theretofore paid to total recovery of all Buyer Indemnitees for Losses incurred in connection with the Indemnified Party by transactions contemplated hereby exceed the Indemnifying Party)Purchase Price, or (ii) the total recovery of all Equityholder Indemnitees for Losses incurred in connection with the transactions contemplated hereby exceed the Purchase Price.

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess representations and warranties of $25,000 (CACI and the “Seller Indemnification Basket”) (at which point, subject to the limitations Subsidiaries set forth in this Article VAgreement will survive only for a period of one calendar year after the Closing Date, and any claim for indemnification under Section 9.1 must be asserted by notice to CACI within one calendar year after the Seller Parties shall indemnify Buyer Indemnitees Closing Date, or the same will be null and void; provided, however, that the representations, warranties and covenants made by CACI and the Subsidiaries under Section 4.15 will survive until sixty days after the expiration of the applicable statutes of limitations (including any waivers or extensions) on assessment and collection of the Tax to which such representation, warranty or covenant relates. If any claims for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid indemnification with respect to Buyer Taxes have been made pursuant to Sections 9.1 and the Post-Closing Adjustment will not count toward calculation same are still pending or unresolved at the expiration of the Seller Indemnification Basket. The limitations survival period, such claims will continue to be subject to the indemnification provisions of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller PartyAgreement. (b) Any claim covenant or agreement by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from the parties hereto which by its terms contemplates performance after the Closing Date will survive the Closing Date, including the obligations and liabilities of CACI under Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment9.3. (c) Buyer shall CACI will not have any obligation be obligated to indemnify Seller Indemnitees Compuware under Section 9.1 unless and until the aggregate of Losses for which indemnity is provided under such Section 9.1 reaches $250,000, in which event CACI will be obligated to indemnify Compuware for all applicable Losses in excess of the first $100,000 of all aggregate Losses; provided, however, that the indemnification threshold of $250,000 and the indemnification deductible of $100,000 will not apply to the indemnification obligations of Section 9.1 specifically relating to Taxes nor will any amounts paid in respect of Section 9.1 reduce such indemnification threshold or affect such indemnification deductible as the same may apply to any other claims for indemnification. (d) If Compuware has received payment from the Indemnity Escrow Fund with respect to Losses pursuant to Sections 9.1 specifically relating to Taxes or any Losses pursuant to Section 9.1 resulting from a breach of the representation and warranties in Sections 4.6 and 4.15 (or any other Tax related provision of this Agreement) above or any Losses pursuant to Section 9.3 (collectively, the "Tax, IP and General Losses") and, thereafter, Compuware has received or is entitled to receive indemnification for other Losses ("Other Losses"), which, in the aggregate together with the Tax, IP and General Losses, exceed the Indemnity Escrow Cap, Compuware will nonetheless be entitled to collect from, and pursue, CACI for payment of, and CACI will pay to Compuware, (1) any Losses pursuant to Section 9.1 arising under the indemnification obligation with respect to Sections 4.6 and 4.15 (or any other provision of this Agreement specifically regarding Taxes), and any Losses pursuant to Section 9.3, to the extent unpaid and (2) any Other Losses up to the amount of the Indemnity Escrow Cap. (e) Notwithstanding anything herein to the contrary, Losses will not include punitive damages. Notwithstanding the preceding sentence, Losses will include amounts recoverable or recovered from Compuware by a third party (which third party will not include an affiliate of Compuware) which constitute punitive damages. Notwithstanding anything herein to the contrary, Losses will not include "lost profits" or "lost revenues", unless "lost profits" or "lost revenues" are included in claims of third parties against Compuware. Notwithstanding the preceding sentence, for purposes of this Article 9, "lost profits" or "lost revenues" means a negative impact on future revenues or profits of Compuware arising as an indirect or secondary consequence of a breach of a representation, warranty, covenant or agreement but "lost profits" or "lost revenues" will be included in Losses to the extent they are the direct consequence of a breach of a representation, warranty or covenant. (f) The parties agree that any indemnification payment made by CACI under Sections 9.1 or 9.3 to Compuware is an adjustment to the Purchase Price, and they agree to consistently so treat any such payment on any Tax Return or claim for refund that they file, in any administrative or appeals procedure, judicial proceedings, or any other situation in which a characterization of such a payment is made. (g) Each party hereby acknowledges and agrees that, from and after the Closing Date, its sole and exclusive remedy with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject and all claims relating to the limitations subject matter of this Agreement will be pursuant to the provisions set forth in this Article V9, Buyer shall indemnify Seller Indemnitees and that, with respect to the rights of Compuware pursuant to this Article 9 and the Indemnity Escrow Agreement, recovery from the Indemnity Escrow Fund will be the sole and exclusive remedy of Compuware for all such Seller Indemnifiable Losses arising out of any breach of any of the representations, warranties, covenants or other obligations given or made by CACI in this Agreement or the Schedules hereto, or any certificates or written instruments delivered in connection herewith, except as provided in Section 9.3 or Section 9.6(d), and except for any claims based on fraud and/or Tax, IP and General Losses, including the Buyer Indemnification Basket)for which Losses will not be so limited. Notwithstanding In furtherance of the foregoing, but subject to the provisions respecting exceptions set forth in the Buyer Indemnification Basket shall not apply immediately proceeding sentence, each party hereby waives, from and after the Closing Date, to or excuse or otherwise diminish Buyer’s obligations to pay the fullest extent permitted under applicable law, any portion and all claims, rights and causes of the Total Purchase Price due to Seller action (other than claims of fraud and claims arising under this Agreement. The limitations Article 9) it may have relating to the subject matter of this Section 5.3(cAgreement arising under or based upon any federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise. (h) shall not apply [omitted from original document] (i) [omitted from original document] (j) In determining the obligation of CACI to indemnify Compuware pursuant to this Article 9 or the Indemnity Escrow Agreement, all references in the Agreement or in any Losses arising out of, certificates delivered in connection with this Agreement to the terms "material", "materiality", "Material Adverse Change", "Material Adverse Event" or resulting from a variants thereof will be disregarded for the purpose of determining whether there has been any misrepresentation or breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than except for the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price4.16. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Sellers shall only be liable to a Purchaser Indemnified Party in respect of any Damages pursuant to clause (i) of Section 8.2 of this Agreement only when the aggregate amount of all such Damages to which all Purchaser Indemnified Parties shall not have any obligation are entitled to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(iindemnification from the Sellers hereunder exceed Four Hundred Thousand U.S. Dollars ($400,000) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which pointand, subject to the limitations set forth in this Article Vsuch event, the Seller Parties Sellers shall indemnify Buyer Indemnitees for be required to pay the entire amount of all such Buyer Indemnifiable Losses including Damages; provided, however, that the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation obligation of the Seller Indemnification Basket. The limitations Sellers to indemnify any Purchaser Indemnified Party in respect of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or Damages resulting from a breach of any Specified Representation shall not be subject to the Basket. The aggregate liability of the Sellers for Damages to which all Purchaser Indemnified Parties are entitled to indemnification from the Sellers pursuant to clause (i) of Section 8.2 of this Agreement (i) in respect of Damages resulting from a Fundamental Representation by breach of any Seller Partyrepresentations and warranties that are not Specified Representations will be limited to Twenty Million U.S. Dollars ($20,000,000) (the “Ceiling”) and (ii) in respect of Damages resulting from a breach of any Specified Representations will be limited to the Purchase Price, as adjusted pursuant to Sections 2.4 and 2.5. (b) Any claim by Parent and Purchaser shall only be liable to a Seller Indemnified Party in respect of any Buyer Indemnitee for Buyer Indemnifiable Losses arising Damages pursuant to clause (i) of Section 8.3 of this Agreement only when the aggregate amount of all such Damages to which all Seller Indemnified Parties are entitled to indemnification from Section 5.2 Parent or Purchaser hereunder exceed the Basket and, in such event, Parent and Purchaser shall first be made against required to pay the Escrow Amountentire amount of all such Damages; provided, if applicablehowever, and then directly against any that the obligation of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation Parent to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses Indemnified Party in excess respect of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or Damages resulting from a breach of any Specified Representation shall not be subject to the Basket. The aggregate liability of Parent and Purchaser for Damages to which all Seller Indemnified Parties are entitled to indemnification from Parent and Purchaser pursuant to clause (i) of Section 8.3 of this Agreement (i) in respect of Damages resulting from a Fundamental Representation by Buyer.breach of any representations and warranties that are not Specified Representations will be limited to the Ceiling and (ii) in respect of Damages resulting from a breach of any Specified Representations will be limited to the Purchase Price, as adjusted pursuant to Sections 2.4 and 2.5 (dc) Notwithstanding anything to the contrary contained hereinin this Section 8.4, the aggregate Liability rights of Buyer the Purchaser Indemnified Parties and the Seller Indemnified Parties to seek indemnification hereunder for Seller Indemnifiable Losses any Damages due to, resulting from or arising under Section 5.2(b)(iout of any Third-Party Claims, fraud, intentional misconduct or intentional misrepresentation by an Indemnifying Party shall not be subject to the respective Basket and Ceiling. (d) from a The Purchaser Indemnified Parties’ right to indemnity shall in no way be limited by (i) any inspection, survey, audit and access to the Company’s books and records which Purchaser or Parent may directly or through its representatives have conducted prior to the Closing Date; or (ii) knowledge that Purchaser or Parent may have as of the Closing Date of the existence of facts, events, omissions or documents which may be in breach of a representation or warranty, other than the Sellers’ representations and warranties contained or in Section 3.1 any event give rise to a Sellers’ indemnification commitment. The Seller Indemnified Parties’ right to indemnity shall in no way be limited by any knowledge that any of the Sellers may have as of the Closing Date of the existence of facts, events, omissions or Section 3.2, shall not exceed documents which may be in breach of the Total Purchase PricePurchaser’s or Parent’s representations and warranties representatives or in any event give rise to a Purchaser’s or Parent’s indemnification commitment. (e) An In no event shall an Indemnifying Party be liable more than once for the same matter under different representations or warranties contained in this Agreement. The amount of any Damages for which indemnification is provided under this Article VIII shall be (i) net of any insurance amounts actually recovered; provided that, no Indemnified Party shallshall have any obligation to seek or pursue any insurance recoveries (and may terminate, at the Indemnifying Party’s request, cooperate in the defense delay or abandon its seeking or pursuit of any matter subject to indemnification hereunder such insurance at any time in its sole discretion), and (ii) either reduced by the Indemnifying Party’s expenseamount of the net Tax benefit actually realized by the Indemnified Party by reason of such Damages or increased by the amount of any tax detriment actually realized by the Indemnified Party by reason of such Damages. (f) Notwithstanding The waiver of any provision condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and agreements (except to the contraryextent, nothing if any, otherwise expressly provided in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Partywaiver).

Limits on Indemnification. (a) The Seller Parties shall not have Except for indemnification for any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have Damages that are suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation incurred by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted Parent Indemnified Parties or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations Parent Indemnified Parties may otherwise become subject (regardless of whether or warranties contained herein not such Damages relate to any Third Party Claim or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposesAction), unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V and that arise from or as a result of, or in connection with, are connected with (i) fraud or intentional misrepresentation or breach of this Agreement or any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received Ancillary Agreement by the Company, the Escrow Participants’ Representative or any Company Securityholder or (ii) a breach or failure of any representation and warranty in Section 4.03 (Capitalization), Section 4.05 (Transaction Schedule) and Section 4.13 (Benefit Plans), the sole and exclusive remedy of the Parent Indemnified Party Parties in respect of such Losses, net a Parent Claim shall be limited to recourse against the Indemnification Escrow Fund. In the event of a breach or failure of any premiums representation or warranty referenced in subclause “(ii)” of the foregoing sentence the Parent Indemnified Parties shall not be entitled to make a Parent Claim to the extent all Damages previously recovered by the Parent Indemnified Parties under Section 9.02, together with respect toany Damages resulting from any such breach or failure of any representation or warranty referenced in subclause “(ii)” of the foregoing sentence (but for the avoidance of doubt, and reasonable costs all Damages shall be counted only once), exceed Twenty Seven Million Seven Hundred Fifty Thousand Dollars ($27,750,000). Except in the event of realizingfraud or willful misconduct of the Company prior to the Effective Time, the aggregate amount of indemnification available to the Parent Indemnified Parties hereunder shall be limited to the Indemnification Escrow Amount. Nothing contained in this Agreement shall limit the rights of any Parent Indemnified Party to seek or obtain injunctive relief or any other equitable remedy to which such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such LossesParent Indemnified Party is otherwise entitled. The Liability of the Escrow Participants for indemnification that is not satisfied by the Indemnification Escrow Fund shall be several and not joint. Except as set forth in the immediately preceding sentence and Sections 9.05 and 9.09, the procedure for satisfaction of Parent Claims is set forth in the Escrow Agreement. (b) Except in the event of fraud or willful misconduct of the Company prior to the Effective Time, no Parent Indemnified Party shall use its commercially reasonable efforts be entitled to recover any Damages pursuant to Section 9.02(a) and Section 9.02(b) (but solely with respect to Section 9.02(a) and Section 9.02(b)) (i) in respect of any claim for Damages that are less than Twenty Thousand Dollars ($20,000) (provided that claims relating to the same subject matter shall be aggregated for purposes of determining the amount of Damages under insurance policies for any this clause (i)), and all such Losses. If such insurance proceeds are actually received by an Indemnified Party after Damages shall be taken into account in determining whether or the date on extent to which the Indemnifying Party pays thresholds set forth in clause (ii) of this paragraph has been met or exceeded, and (ii) unless and until such indemnification claim time as the total amount of all Damages otherwise indemnifiable pursuant to such Sections that have been directly or indirectly suffered or incurred by any one or more of the Parent Indemnified PartyParties, or to which any one or more of the Parent Indemnified Party shallParties has or have otherwise become subject, no later than forty five exceeds On Million Five Hundred Thousand Dollars (45) Business Days after receipt $1,500,000), in which event the Parent Indemnified Parties shall be entitled to recover all of such insurance proceeds, reimburse the Indemnifying Party Damages in an amount equal to such insurance proceeds excess of Seven Hundred Fifty Thousand Dollars (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party$750,000).

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, in this Agreement: (a) no amount shall be payable by ▇▇▇▇▇▇ pursuant to Section 10.02(a)(i) (i) until the aggregate Liability amount of Buyer all claims for Seller Indemnifiable Losses arising under Damages that are indemnifiable pursuant to (x) Section 5.2(b)(i10.02(a)(i) from and (y) the Parallel Exchange Agreement in respect of a breach of a representation or warranty, other than the representations and warranties contained set forth in Schedule 1 attached hereto exceeds $3,640,000 (the “▇▇▇▇▇▇ Basket”), and then only for the amount by which such Damages exceed such threshold amount, and (ii) unless the applicable claim for Damages (together with any related claims) exceeds $75,000; provided that, such restrictions shall not apply to Damages resulting from or arising out of the breach of the ▇▇▇▇▇▇ Specified Representations, which breaches shall be indemnified against in their entirety, subject to the Indemnification Cap (and shall not count for purposes of determining whether Damages have exceeded the ▇▇▇▇▇▇ Basket); (b) no amount shall be payable by the Berkshire Parties pursuant to Section 3.1 10.02(b)(i) (i) until the aggregate amount of all claims for Damages that are indemnifiable pursuant to Section 10.02(b)(i) exceeds $3,640,000 (the “Berkshire Basket”), and then only for the amount by which such Damages exceed such threshold amount and (ii) unless the applicable claim for Damages exceeds $75,000; provided that, such restrictions shall not apply to Damages resulting from or arising out of the breach of the Berkshire Specified Representations, which breaches shall be indemnified against in their entirety, subject to the Indemnification Cap (and shall not count for purposes of determining whether Damages have exceeded the Berkshire Basket); (c) the maximum aggregate amount of Damages for which indemnity may be recovered by the Berkshire Indemnified Parties pursuant to Section 10.02(a)(i) shall be an amount equal to $36,400,000; provided that, the above maximum cap amount shall not apply to Damages resulting from or arising out of the breach of the ▇▇▇▇▇▇ Specified Representations or Section 3.24.18 (provided that any claim for Damages under the Transition Services Agreement shall be made solely under the Transition Services Agreement), which breaches, together with any breaches under the Parallel Exchange Agreement in respect of the representations and warranties set forth in Schedule 1 attached hereto, shall be indemnified against in their entirety (and shall not exceed count for purposes of determining whether Damages have exceeded the Total Purchase Price.maximum aggregate amount set forth above), subject to a maximum aggregate amount equal to $364,000,000 (the “Indemnification Cap”); (d) the maximum aggregate amount of Damages for which indemnity may be recovered by the ▇▇▇▇▇▇ Indemnified Parties pursuant to Section 10.02(b)(i) shall be an amount equal to $36,400,000; provided that, the above maximum cap amount shall not apply to Damages resulting from or arising out of the breach of the Berkshire Specified Representations, which breaches shall be indemnified against in their entirety (and shall not count for purposes of determining whether Damages have exceeded the maximum aggregate amount set forth above), subject to the Indemnification Cap; (e) An Indemnified Party shallit is understood that, at to the Indemnifying Party’s requestextent the Value Shortfall is increased by the amount by which the Specified Station Value is less than $364 million, cooperate the amount of such difference shall be treated solely as an increase in the defense Value Shortfall and no indemnification pursuant to this Article X shall be provided therefor or in respect of any matter subject to indemnification hereunder at the Indemnifying Party’s expense.cause thereof; and (f) Notwithstanding in the event that any provision Berkshire Party indemnifies any ▇▇▇▇▇▇ Indemnified Party for Included Liabilities arising out of or related to a Legal Proceeding, any Damages, penalties or sanctions awarded and paid to such ▇▇▇▇▇▇ Indemnified Party arising out of claims, causes of action, and choses in action (asserted or unasserted) or motions (such as motions for sanctions) for the contrary, nothing in this Agreement shall limit or restrict any benefit of such ▇▇▇▇▇▇ Indemnified Party’s right Party and relating to maintain or recover any damages caused such Legal Proceeding will be paid over by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying ▇▇▇▇▇▇ Indemnified Party to the Indemnified a Berkshire Party under this Article V as a result of, or designated in connection with, any Losses shall be reduced writing by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)Berkshire Hathaway.

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket)6.3.1. Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement, other than in the case of fraud, intentional misrepresentation or willful misconduct, the aggregate Liability liability of Buyer for the Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any Section 6.2.1 above shall be limited to 10% the amount of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and Consideration actually received by the Indemnified Party Seller, except with respect to representations provided in Sections 4.2-4.4 (“Fundamental Representations”), which shall be limited to the full (100%) amount of the Consideration actually received by the Seller. 6.3.2. No claims shall be asserted against the Seller, and the Seller shall not be liable for any claim for indemnification, unless and until the amount of Losses claimed from the Seller equals or exceeds $50,000 individually or $ 100,000 in the aggregate. 6.3.3. Other than in respect of such Lossesintentional misrepresentation or fraud in no event shall the Seller be liable to indemnify any Indemnified Party for any indirect, net of any premiums consequential, special or punitive damages. 6.3.4. Except with respect to, to the Fundamental Representations (and reasonable costs other than in respect of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies intentional misrepresentation or fraud) no claim or claims for indemnification may be made against the Seller for any such LossesLosses following the lapse of eighteen (18) months following the Closing Date. 6.3.5. If such insurance proceeds are Any Losses as to which indemnification is provided for in Section 6 shall be determined net and after deduction of: (i) any cash recovery actually received by an a Purchaser Indemnified Party after and/or the date on which the Indemnifying Party pays such indemnification claim Company and/or any Affiliate thereof with respect to insurance, tax, counterclaim or other similar payment or returns with respect to the Indemnified Partymatter for which indemnification is sought; (ii) any Losses already accounted for in the Company’s financial statements (including any reserves, savings and depreciation (‘hafrashot’) reflected in the Company’s financial statements) (iii) any other indemnity or contribution or financial benefits actually recovered by such Purchaser Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse and/or the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid Company and/or any Affiliate thereof with respect to the matter for which indemnification is sought. The Purchaser Indemnified Party by the Indemnifying Party)Parties shall not be entitled to recover Losses more than once in respect of any single set of circumstances.

Limits on Indemnification. (a) The Seller Parties Except for Damages based on fraud or willful breach, ▇▇▇▇▇▇▇’ aggregate liability for Damages from indemnification claims under this Section 7 shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (exceed the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller PartyPurchase Price. (b) Any In calculating the amount of indemnification payable to an Indemnified Party, the amount of the Damages claimed by the Indemnified Party (i) shall not be duplicative of any other Damage for which an indemnification claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicablehas been made, and then directly against (ii) shall be computed net of any of the Seller Parties. After the Escrow Amount is exhausted or amounts actually recovered by such Indemnified Party under any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, insurance policy with respect to claims for indemnification or claims related to the Post-Closing Adjustmentsuch Damage. (c) Buyer Each Indemnified Party shall not have any obligation be obligated to indemnify Seller Indemnitees with respect use its commercially reasonable efforts to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject mitigate to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees fullest extent practicable the amount of any Damage for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply which it is entitled to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyerseek indemnification hereunder. (d) In any case where an Indemnified Party recovers from a Third Party any amount in respect of any Damages with respect to which an Indemnifying Party has indemnified it pursuant to this Section 7, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such Damages and (ii) any reasonable out-of-pocket costs and expenses incurred by the Indemnifying Party in pursuing or defending any claim arising out of such Damages. (e) Notwithstanding anything to the contrary contained hereinin this Agreement, to the aggregate Liability extent that any Knowledge Party of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(ia Party has, as of the Closing Date, any actual knowledge (without any duty of inquiry) from of any fact, event or circumstance which constitutes a breach by the other Party of a representation or warranty, any of such other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s requestrepresentations, cooperate warranties or covenants in this Agreement, then such fact, event or circumstance cannot be asserted by the defense of Party whose Knowledge Party has such knowledge as a basis for any matter subject to indemnification hereunder at claim against the Indemnifying Party’s expenseother Party under this Section 7. (f) Notwithstanding any provision to the contraryNEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party heretoSPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES, LOSSES BASED UPON LOST REVENUES OR PROFITS, DIMINUTION OF VALUE, MULTIPLE OF EARNINGS, PROFITS OR CASH FLOW OR SIMILAR MEASURES, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY, THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF OR THEREOF OR ANY OTHER TRANSACTION CONTEMPLATED HEREBY, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; PROVIDED THAT NOTHING IN THIS SECTION 7.5 SHALL LIMIT OR RESTRICT (A) THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY UNDER THIS SECTION 7 WITH RESPECT TO THIRD-PARTY CLAIMS, (B) EITHER PARTY’S LIABILITY FOR BREACHES OF THE CONFIDENTIALITY OBLIGATIONS IN SECTION 8, OR (C) ▇▇▇▇▇▇▇’ LIABILITY FOR BREACH OF SECTION 5.11. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties and ▇'▇▇▇▇▇▇ shall not have be liable to the Buyer for any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Loss arising hereunder until the aggregate amount of all such Losses arising under Section 5.2(a)(iexceeds Fifty Thousand Dollars ($50,000) until Buyer Indemnitees first have suffered in the aggregate Buyer Indemnifiable (the "Threshold Amount"), at which time only those Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, Threshold Amount shall be subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller PartySeller's and ▇'▇▇▇▇▇▇'▇ indemnification obligations. (b) Any claim by Notwithstanding any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against provision of the Escrow AmountAgreement to the contrary, if applicable, and then directly against any the maximum liability of the Seller Parties. After and ▇'▇▇▇▇▇▇ to the Escrow Amount is exhausted or any non-exhausted portion thereof is Buyer in connection with this Agreement shall equal the lesser of: (i) the amount of the Purchase Price paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment(ii) Eight Million Five Hundred Thousand Dollars ($8,500,000.00). (c) Notwithstanding any other provision of this Agreement, and in addition to any other rights and remedies available to the Buyer and Toymax, the Seller and ▇'▇▇▇▇▇▇ acknowledge and agree that the Buyer and Toymax shall not have the right of set-off and reduction against any obligation other amounts owed to indemnify the Seller Indemnitees by the Buyer or any of its Affiliates, in respect of all Losses with respect to which the Buyer and Toymax is entitled to indemnification under this Article VII. To the extent that, at the time the payment of a Contingent Payment or an Additional Payment is due and there are outstanding Claims pending against the Seller and ▇'▇▇▇▇▇▇ for indemnification, the aggregate amount of such Claims shall not be paid with respect to such Contingent Payment or Additional Payment, until any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject and all such Claims are settled or paid to the limitations set forth in this Article V, Buyer shall indemnify and Toymax. The Buyer and Toymax agree to notify the Seller Indemnitees for all of any such Seller Indemnifiable Losses, including set-off by the Buyer Indemnification Basket). Notwithstanding Buyer; provided that the foregoing, the provisions respecting the Buyer Indemnification Basket failure to give such notice shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay affect the validity thereof. If it is determined that any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with a Contingent Payment or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made an Additional Payment withheld pursuant to this Article V as an adjustment Section 7.5 should have been paid to the Total Purchase Price for Tax purposesSeller, unless a final determination causes such payment not to be treated as an adjustment the Buyer shall pay to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in Seller an amount by wire transfer of immediately available funds equal to such insurance proceeds (but in no event amount wrongfully withheld plus interest which shall accrue at an amount greater than the related Loss theretofore paid annual compounded rate equal to the Indemnified Party by general prime rate in effect on the Indemnifying Party)applicable date as reflected in the Wall Street Journal calculated from the date such payment should have been made until the date such payment is actually made.

Limits on Indemnification. (a) The Seller Parties Buyer's remedies with respect to Losses specified in Section 6.2 shall not have any obligation be satisfied first by the assertion of its rights under the Escrow Agreement in respect of the Escrow Funds; PROVIDED, HOWEVER, that if the aggregate amount of such Losses shall be in excess of the amount of the Escrow Funds or if such Losses shall arise after termination or expiration of the Escrow Agreement, then the Seller, FRE, R&B, the Shareholders and the Members shall be obligated to indemnify Buyer Indemnitees with in respect of all Losses not satisfied by delivery to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject Escrow Funds to the limitations set forth extent provided in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller PartyVI. (b) Any claim by In the event that any Order of any Governmental Body shall have been issued in favor of Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made (or its assignees) against the Escrow AmountSeller, if applicableFRE, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted R&B or any non-exhausted portion thereof is paid Principal with respect to the Seller Partiesindemnification of Buyer's Losses hereunder, Buyer shall have the right to set off enforce such Order first against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, or FRE (with respect to claims for indemnification Orders against Seller, FRE or claims related any Shareholder only) or R&B (with respect to Orders against R&B or any Member only) and then, to the Post-Closing Adjustment. extent Buyer has not received payment for such Losses from Seller, FRE or R&B, any Shareholder (cwith respect to Orders against Seller, FRE or any Shareholder only) or any Member (with respect to Orders against R&B or any Member only) PROVIDED, HOWEVER, that if Buyer shall not have (after diligent efforts) be able to enforce fully such Order against Seller, FRE or R&B within 12 months after the date of such Order, Buyer shall be entitled to enforce such Order against any obligation to indemnify Seller Indemnitees such Shareholder (with respect to Orders against Seller, FRE or any Seller Indemnifiable Losses arising under Section 5.2(b)(iShareholder only) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 or any Member (the “Buyer Indemnification Basket”) (at which point, subject with respect to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification BasketOrders against R&B or any Member only). Notwithstanding the foregoing, any Buyer Losses in respect of the sales and use tax dispute described on SCHEDULE 2.13 shall be fully indemnifiable without regard to the provisions respecting hereof relating to the Stipulated Amount and, in the event Seller or Shareholders indemnify Buyer Indemnification Basket with respect to such Losses, the amount of such Losses shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion be included in the calculation of the Total Purchase Price due to Seller under this AgreementStipulated Amount. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement, the aggregate Liability of Buyer for Shareholders and the Members shall be primary obligors together with Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than and the representations General Partners and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit be deemed as sureties or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any guarantors of the representations obligations of Seller or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made General Partners pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect toVI, and reasonable costs in furtherance thereof the Shareholders and Members specifically acknowledge that they are not entitled to exercise and do hereby waive any rights or defenses available to a surety or guarantor by reason of realizingSections 2787-2855 (inclusive) of the California Civil Code, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received rights or defenses arising out of an election of remedies by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)Buyer.

Limits on Indemnification. (a) The Seller Parties shall not have No claim may be asserted nor may any obligation Proceeding be commenced against any Company Stockholder for breach of any representation, warranty, covenant or agreement contained herein, unless an Indemnification Claim Notice relating to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject such claim or Proceeding is given to the limitations Stockholder Representative on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Proceeding is based ceases to survive as set forth in this Article VSection 9.1, irrespective of whether the Seller Parties subject matter of such claim or Proceeding shall indemnify Buyer Indemnitees for all have occurred before or after such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Partydate. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement: (i) No Company Stockholder shall be liable for any claim for indemnification for monetary damages pursuant to Section 9.2 unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Company Common Stockholders equals or exceeds the Special Deductible, after which, subject to the other limitations set forth in this Article IX, the Company Common Stockholders shall be liable for the amount of such Losses in excess of the Special Deductible; (ii) In addition to the limitation on liability set forth in Section 9.5(b)(i), and after such limitation has been satisfied, and other than with respect to the Specified Representations, no Company Stockholder shall be liable for any claim for indemnification for monetary damages pursuant to Section 9.2(a) unless and until the aggregate Liability amount of Buyer indemnifiable Losses which may be recovered from the Company Common Stockholders pursuant to Section 9.2(a) equals or exceeds the Deductible, after which, subject to the other limitations set forth in this Article IX, the Company Common Stockholders shall be liable for Seller Indemnifiable the amount of such Losses in excess of the Deductible; (iii) other than with respect to the Specified Representations, the maximum aggregate amount of monetary damages for indemnifiable Losses which may be recovered from the Company Common Stockholders arising out of or resulting from the causes set forth in Section 9.2(a) shall be equal to the aggregate value of the Holdback Shares, calculated using the Parent Share Price (the “Cap”), and prior to the Expiration Date, and subject to the other limitations set forth in this Article IX, Parent’s right to hold back and not issue Holdback Shares shall be the sole source of recovery for such indemnifiable Losses; (iv) Parent shall not be entitled to seek recovery of indemnifiable Losses directly from any Company Stockholder unless and until all Holdback Shares have been validly held back in satisfaction of Company Stockholder indemnification obligations under Section 5.2(b)(ithis Article IX; (v) in satisfaction of a Company Stockholder’s indemnification obligation in respect of any indemnifiable Losses for which Parent may seek recovery directly from a breach Company Stockholder, the Company Stockholder may, at its option, (a) remit Parent Shares to Parent (with a value calculated based on the Parent Share Price), (b) pay cash to Parent or (c) do a combination of (a) and (b). (vi) in no event shall a representation or warrantyCompany Stockholder’s liability to any Parent Indemnified Party for a given indemnifiable Loss incurred by the Parent Indemnified Party exceed the Company Stockholder’s Stockholder Pro Rata Share of such Loss, other than the representations and warranties contained in Section 3.1 or Section 3.2, each Company Stockholder’s aggregate liability under this Article IX shall not exceed the Total Purchase aggregate value (based on the Parent Share Price) of all Parent Shares received by the Company Stockholder and the Company Stockholder’s Stockholder Pro Rata Share of the Holdback Shares; and (vii) notwithstanding the foregoing, the limitations on damages set forth in Sections 9.5(b)(ii) and 9.5(b)(iii) shall not apply in the case of fraud or intentional misrepresentation by the Company. (ec) An Indemnified Party shallNotwithstanding anything to the contrary contained in this Agreement, at the Indemnifying Party’s request, cooperate in the defense event of any matter subject breach or inaccuracy of any representation or warranty which includes any qualification as to indemnification hereunder at “materiality” or “Material Adverse Effect” for purposes of determining the Indemnifying Party’s expenseamount of any Loss with respect to such breach or inaccuracy, no effect will be given to such qualification as to “materiality” or a “Material Adverse Effect” contained therein (for the avoidance of doubt, such qualifications would continue to apply to the determination as to whether or not a breach or inaccuracy had occurred, but not in the determination of the amount of the Loss. (fd) Notwithstanding Any former Company Common Stockholders and any provision to the contraryofficers or directors of Company shall not have any right of contribution, nothing in this Agreement shall limit indemnification or restrict right of advancement from Parent, or any other Parent Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation Party with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless Loss claimed by a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Parent Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) Following the Closing, the aggregate indemnification obligation of each Securities Recipient under Sections 6.2 and 6.3 shall be limited to the greater of (i) the aggregate value, as of the Closing Date, of the Consideration Shares and Consideration Warrants received by such Discharging Creditor pursuant to Section 1.2 above; or (ii) the aggregate value of such Consideration Shares and Consideration Warrants as of the date the first claim for indemnification is made by Buyer against such Discharging Creditor (the "Indemnity Value"). For purposes of this Article VI, (A) the value of each Consideration Share shall be equal to the average closing price of a share of Buyer Common Stock as quoted on the OTC Bulletin Board (or as reported on such exchange or quotation system on which shares of Buyer Common Stock are then traded) over the five trading days immediately preceding the date of determination (provided that, if shares of Buyer Common Stock are not then quoted or reported on any such exchange or quotation system, then such value shall be determined by the arbitrator appointed pursuant to Section 9.11 below), and (B) the value of each Consideration Warrant shall be equal to the amount by which the value of the shares of Buyer Common Stock underlying such Consideration Warrant (at the price determined under clause (A) above) exceeds the exercise price that would be payable if such Consideration Warrant were exercised on the date of determination. Following the Closing, the aggregate indemnification obligation of each Cash Recipient under Sections 6.2 and 6.3 shall be limited to the amount received by such Cash Recipient pursuant to Section 1.2(c) above. The Seller Parties shall not have any aggregate indemnification obligation to indemnify of Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i6.4 shall be limited to an amount equal to $500,000, minus the aggregate amount Buyer has previously paid in satisfaction of its indemnification obligations contained in the Purchase Agreement. (b) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (Notwithstanding the “Seller Indemnification Basket”) (at which pointforegoing, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) 6.6 shall not apply to any Losses arising out of, in connection with fraudulent misrepresentations or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustmentintentional misconduct. (c) Buyer shall not have In the event any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess payment of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to indemnity obligations of the limitations Securities Recipients set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoingSections 6.2 and 6.3 is required to be made, the provisions respecting Securities Recipients may satisfy such indemnity obligation by the delivery to Buyer Indemnification Basket of shares of Buyer Common Stock acquired by them pursuant to this Agreement or pursuant to the Consideration Warrants, which shares, for such purpose, shall not apply be valued at the Indemnity Value thereof. Such delivery shall be accomplished, if at all, by delivery of original stock certificates and appropriate stock transfer powers executed in blank with Medallion signature guarantees, and otherwise in a form acceptable to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement's then current transfer agent. The limitations number of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability shares of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, Common Stock any Securities Recipient may use to satisfy such indemnity obligations shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense number of any matter subject shares of Buyer Common Stock acquired by such Securities Recipient pursuant to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision this Agreement or pursuant to the contraryConsideration Warrants, nothing in minus the number of shares of Buyer Common Stock sold by such Securities Recipient following the date of this Agreement shall limit or restrict any Indemnified Party’s right Agreement. In addition, the Securities Recipient may satisfy such indemnity obligation by surrendering to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation Buyer Consideration Warrants for cancellation with respect to any all or a portion of the representations or warranties contained herein or willful misconduct on shares of Buyer Common Stock issuable thereunder. Upon such cancellation, the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses Securities Recipients shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of entitled to a credit against such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party indemnity obligation in an amount equal to the Indemnity Value of the shares with respect to which such insurance proceeds Consideration Warrants are cancelled, less the aggregate exercise price that would be payable with respect to such shares if such Consideration Warrants were exercised with respect with respect to such shares on the date as of the date used to determine the Indemnity Value. It is understood and agreed that, if any Securities Recipient surrenders to Buyer for cancellation in accordance with this subsection (but in c) all of the Consideration Shares and all of the Consideration Warrants received by such Securities Recipient pursuant to this Agreement, such Securities Recipient shall have no event an amount greater than the related Loss theretofore paid further liability pursuant to the Indemnified Party by the Indemnifying Party)this Article VI.

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement, Parent’s and Seller’s indemnification obligation under Section 8.1(a) shall be subject to each of the aggregate Liability of Buyer following limitations: (a) With respect to indemnification for Seller Indemnifiable Losses arising out of or relating to any breaches of any representation or warranty by Seller in this Agreement (other than Sections 3.1, 3.2, 3.3, 3.5, 3.6 or 3.17(m) (the “Fundamental Reps”), as to which Seller’s obligations under Section 5.2(b)(i8.1(a) from a breach shall survive indefinitely and any breaches of a representation or warranty, other than the Seller’s representations and warranties contained in Section 3.1 3.18 which are addressed in Section 5.4 and as to which Seller shall have no indemnification obligations under Section 8.1(a)) and to the Scheduled Matter, such obligation to indemnify shall terminate on the earlier of (x) a date eighteen months after the Closing and (y) March 1, 2008, unless before such termination date Buyer shall have delivered to Seller a Claim Notice with respect to which any claim for indemnification set forth therein has not been finally resolved as contemplated by this Article VIII as of the expiration of such period, provided that such obligation to indemnify shall continue beyond such period only with respect to any such unresolved claim and only until such unresolved claim is finally resolved as contemplated by this Article VIII; (b) Except with respect to any breach of the Fundamental Reps or the Covered Matter, there shall be no obligation to indemnify under Section 3.28.1(a) unless the aggregate of all Losses for which Parent and Seller, but for this clause (b), would be liable under Section 8.1(a) exceeds on a cumulative basis an amount equal to $4,500,000, and then only to the extent of such excess; (c) Except with respect to any breach of the Fundamental Reps: (i) subject to clause (ii) of this Section 8.2(c), there shall be no obligation to indemnify under Section 8.1(a) to the extent amounts previously actually indemnified under Section 8.1(a) are, in the aggregate, in excess of $28,700,000 (the “General Indemnity Cap”); (ii) with respect only to the Specified Matters, there shall be no obligation to indemnify under Section 8.1(a) in respect of such Specified Matters to the extent amounts previously actually indemnified under Section 8.1(a) in respect thereof are, in the aggregate, in excess of $10,000,000 (the “Special Indemnity Cap”), it being understood that in the event that the aggregate amount of the Losses incurred by, or claimed or assessed against, the Buyer Indemnified Parties in respect of the Specified Matters exceeds the Special Indemnity Cap, such excess shall remain subject to indemnification under Section 8.1(a) to the extent that there is then any remaining availability under the General Indemnity Cap; it being understood that Losses related to the Specified Matters shall first be applied against the Special Indemnity Cap and then against the General Indemnity Cap in accordance with this Article VIII; and (iii) the aggregate liability of Parent and Seller under Section 8.1(a) shall not exceed the Total Purchase Price.sum of the General Indemnity Cap and, subject to the provisions of the immediately preceding clause (ii), the Special Indemnity Cap; (d) For the avoidance of doubt, Parent’s and Seller’s obligations under Section 8.1(a) relating to the Covered Matter shall survive indefinitely; (e) An Indemnified Party shallFor the avoidance of doubt, at indemnification may not be sought under Section 8.1(a) to the Indemnifying Party’s request, cooperate in the defense of extent that any matter subject amount claimed as a Loss thereunder has been paid to indemnification hereunder at the Indemnifying Party’s expense.Buyer pursuant to Section 1.4; and (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses Each Loss shall be reduced by (i) the amount of any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the relevant Buyer Indemnified Party in respect of such Losses, net of any premiums Person with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for Loss, (ii) any such Losses. If such insurance proceeds are indemnity, contribution or other similar payment actually received by an the relevant Buyer Indemnified Person from any third party with respect to such Loss, and (iii) any reduction in Taxes actually realized by the relevant Buyer Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal with respect to such insurance proceeds (but Loss in no event an amount greater than the related year such Loss theretofore paid to the Indemnified Party by the Indemnifying Party)was actually incurred.

Limits on Indemnification. (a) The Seller Parties An Indemnifying Party shall not have any obligation be required to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject Indemnified Parties to the limitations set forth in this Article Vextent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from any bad faith, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant gross negligence or willful misconduct to the Post-extent occurring after the Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller PartyIndemnified Parties. (b) Any claim The amount of any Losses subject to indemnification under this Article 10 shall be reduced by the amounts of any Buyer Indemnitee for Buyer Indemnifiable Losses insurance proceeds actually received by the Indemnified Parties in connection therewith (net of any collection costs, including any reasonable out of pocket expenses incurred in obtaining such recovery, any deductible under any insurance policy and any costs or expenses attributable to increases in insurance premiums resulting from such claims, including retroactive premium adjustments and all other costs resulting therefrom or arising from Section 5.2 shall first be made against the Escrow Amount, if applicablein connection therewith), and then directly against any actual prior or subsequent contribution or other payments or recoveries of a like nature by the Seller Parties. After the Escrow Amount is exhausted or Indemnified Parties from any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment.Third (c) Buyer An Indemnified Party shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller be entitled under this Agreement. The limitations of this Section 5.3(c) shall not apply Agreement to multiple recoveries for the same Losses against all or any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyerother parties. (d) Notwithstanding anything to the contrary contained hereinNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(iNO INDEMNIFIED PARTY SHALL BE ENTITLED UNDER THIS ARTICLE 10 TO RECOVER FROM THE INDEMNIFYING PARTY FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING ANY DAMAGES ON ACCOUNT OF DIMINUTION IN VALUE, LOST PROFITS OR OPPORTUNITIES OR LOST OR DELAYED BUSINESS BASED ON VALUATION METHODOLOGIES ASCRIBING A DECREASE IN VALUE TO THE COMPANY GROUP, ON THE BASIS OF A MULTIPLE OF A REDUCTION IN A MULTIPLE-BASED OR YIELD-BASED MEASURE OF FINANCIAL PERFORMANCE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, AT LAW, IN EQUITY OR OTHERWISE, AND WHETHER OR NOT ARISING FROM A PARTY’S OR ANY OF ITS AFFILIATES’ SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT IN EACH CASE TO THE EXTENT ANY OF THE FOREGOING ARE DETERMINED BY A JUDGE OF COMPETENT JURISDICTION TO (X) from a breach of a representation or warrantyARISE IN CONNECTION WITH A BREACH OF SECTION 6.6 OR (Y) BE DIRECT OR FORESEEABLE DAMAGES OR LOSSES AND ARE PAYABLE TO A THIRD PERSON WITH RESPECT TO A THIRD-PARTY CLAIM, other than the representations and warranties contained in Section 3.1 or Section 3.2IN WHICH CASE ANY SUCH DAMAGES SHALL BE CONSIDERED PART OF LOSSES AND BE COVERED BY THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE 10, shall not exceed the Total Purchase PriceAS APPLICABLE; PROVIDED THAT, FOR THE AVOIDANCE OF DOUBT, THE FOREGOING LIMITATIONS ON DAMAGES SHALL BE SOLELY APPLICABLE TO CLAIMS OR LOSSES FOR WHICH AN INDEMNIFIED PARTY IS ENTITLED TO RECOVERY FROM AN INDEMNIFYING PARTY UNDER SECTION 10.2 AND SHALL NOT LIMIT (i) ANY RIGHT OF RECOVERY TO WHICH AN INDEMNIFIED PARTY IS ENTITLED UNDER THE REPRESENTATION AND WARRANTY INSURANCE POLICY OR (ii) ANY CLAIM FOR FRAUD. (e) An Indemnified Party shallNOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY APPLICABLE LAW TO THE CONTRARY, at the Indemnifying Party’s requestIT IS UNDERSTOOD AND AGREED BY EACH OF THE PARTIES THAT EACH PARTY’S AFFILIATES, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense.AND THE REPRESENTATIVES OF EACH PARTY AND EACH PARTY’S AFFILIATES, SHALL NOT HAVE (A) ANY PERSONAL LIABILITY TO ANY BUYER INDEMNIFIED PARTY OR SELLER INDEMNIFIED PARTY OR ANY OTHER PERSON UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER OR NOT AS A RESULT OF THE BREACH OF ANY REPRESENTATION, (f) Notwithstanding Seller ▇▇▇▇▇▇ agrees that it will not make any provision claim for indemnification against Buyer or any Company Group Member by reason of the fact that Seller or any of its Affiliates or Representatives was a controlling person, director, manager, employee, or representative of the applicable Company Group Member or was serving as such for another Person at the request of either Company Group Member (whether such claim is for Losses of any kind or otherwise and whether such claim is pursuant to the contraryany Law, nothing in this Agreement shall limit Organizational Document, contractual obligation, or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation otherwise) with respect to any of Losses for which the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Buyer Indemnified Parties shall treat any payments made are entitled to indemnification from Seller pursuant to this Article V as an adjustment to Agreement or that is based on any facts or circumstances that form the Total Purchase Price for Tax purposes, unless basis of a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable claim by the Indemnifying Party to the a Buyer Indemnified Party under this Article V as a result ofhereunder, and ▇▇▇▇▇▇ expressly waives any right of subrogation, contribution, advancement, indemnification, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized claim against Buyer and actually received by the Indemnified Party in respect of such Losses, net of any premiums Company Group with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)thereto.

Limits on Indemnification. (a) The Seller Parties shall not have No claim may be asserted against either party for breach of any obligation to indemnify Buyer Indemnitees representation, warranty or covenant contained herein, unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess the subject matter of $25,000 (the “Seller Indemnification Basket”) (at which point, subject such claim on or prior to the limitations date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of8.1, in connection with which case such representation, warranty or resulting from a breach of a Fundamental Representation by any Seller Partycovenant shall survive as to such claim until such claim has been finally resolved. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a) and the maximum aggregate amount of indemnifiable Losses that may be recovered from the Buyer by the Seller Indemnified Parties pursuant to Section 8.3(a), in each case, shall be $27,500,000 (the “Cap”); provided, that any Losses resulting from breaches by the Seller or the Buyer of any of the Core Representations, Tax Representations or Environmental Representations shall not be subject to the Cap and such Losses shall not count towards satisfaction of the Cap; provided further, that the aggregate Liability amount of all indemnifiable Losses that may be recovered from the Seller by the Buyer for Indemnified Parties pursuant to Article VI or Sections 8.2(a) or (c) or from the Buyer by the Seller Indemnifiable Losses arising under Indemnified Parties pursuant to Section 5.2(b)(i8.3(a) from a breach of a representation or warranty(including, other than the representations and warranties contained in Section 3.1 or Section 3.2each case, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part Losses resulting from breaches of any other Party heretoCore Representation) shall not exceed, in each case, the Purchase Price; provided further, that for the avoidance of doubt, the Cap shall not apply to any indemnifiable Losses resulting from any Excluded Liabilities or Assumed Liabilities. (gii) The Parties the Seller shall treat not be liable to any payments made Buyer Indemnified Party for any claim for indemnification pursuant to Section 8.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller equals or exceeds $2,500,000 (the “Deductible Amount”), in which case the Seller shall be liable only for the Losses in excess of the Deductible Amount, and the Buyer shall not be liable to any Seller Indemnified Party for any claim for indemnification pursuant to Section 8.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Buyer equals or exceeds the Deductible Amount, in which case the Buyer shall be liable only for the Losses in excess of the Deductible Amount; provided, however, in each case, that no Losses may be claimed by any Buyer Indemnified Party or any Seller Indemnified Party or shall be reimbursable by the Seller or the Buyer or shall be included in calculating the aggregate Losses for purposes of this Article V as an adjustment clause (ii) other than Losses in excess of $250,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided further, that Losses resulting from any breaches by the Seller or the Buyer of Core Representations, Tax Representations or Environmental Representations shall not be subject to the Total Purchase Price Deductible Amount or the Minimum Loss Amount and shall instead be recoverable from the first dollar thereof; provided further, that for Tax purposesthe avoidance of doubt, unless a final determination causes such payment the Deductible Amount and the Minimum Loss Amount shall not apply to be treated as an adjustment to the Total Purchase Price for Tax purposesany indemnifiable Losses resulting from any Excluded Liabilities or Assumed Liabilities. (hiii) The the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that a specific accrual or reserve for the amount payable of such Loss was reflected on the Closing Balance Sheet; (iv) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyer received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 2.3; (v) no party hereto shall have any liability under any provision of this Agreement for any 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 breach or alleged breach of this Agreement, and no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses; (vi) in the event the Seller proceeds with the Closing notwithstanding actual knowledge by the Indemnifying Seller or any Affiliate of the Seller at or prior to the Closing of any breach by the Buyer of any representation, warranty or covenant in this Agreement, no Seller Indemnified Party shall have any claim or recourse against the Buyer or any of its Affiliates or Representatives with respect to such breach, under this Article VIII or otherwise; and (vii) in the event the Buyer proceeds with the Closing notwithstanding actual knowledge by the Buyer or any Affiliate of the Buyer at or prior to the Closing of any breach by the Seller of any representation, warranty or covenant in this Agreement, no Buyer Indemnified Party shall have any claim or recourse against the Seller or any of its Affiliates or Representatives with respect to such breach, under this Article VIII or otherwise. (c) For all purposes of this Article VIII, “Losses” shall be net of any insurance or other recoveries payable to the Indemnified Party under this Article V as a result of, or its Affiliates in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by with the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim facts giving rise to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt right of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)indemnification.

Limits on Indemnification. (a) The Seller Parties shall not have No claim may be asserted nor may any obligation to indemnify Buyer Indemnitees action be commenced for breach of any representation or warranty contained herein unless written notice of such claim or action is received by the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess the subject matter of $25,000 (the “Seller Indemnification Basket”) (at which point, subject such claim or action on or prior to the limitations date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in this Article VSection 9.01, irrespective of whether the Seller Parties subject matter of such claim or action shall indemnify Buyer Indemnitees for all have occurred before or after such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Partydate. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement: (i) Seller shall not be liable for any claim for indemnification pursuant to Section 9.05(a) arising out of any breach of a Designated Representation, unless and until the aggregate Liability amount of Buyer indemnifiable Losses which may be recovered from Seller equals or exceeds $500,000, after which Seller shall be liable only for those Losses in excess of $500,000; (ii) no Losses forming the basis of any claim for indemnification pursuant to Section 9.05(a) and arising out of claims for breach of any Designated Representation may be claimed by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iii) the maximum amount of indemnifiable Losses which may be recovered from Seller Indemnifiable arising out of or resulting from the causes set forth in Section 9.05 plus Losses arising indemnifiable under Section 5.2(b)(i9.11(a) from shall: (1) in the aggregate never exceed the Purchase Price; and (2) be limited to 10% of the Purchase Price in the case of a breach of a any Designated Representations; (iv) no party hereto shall have any liability under any provision of this Agreement or otherwise for any punitive, incidental, consequential, exemplary, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity; (v) no breach by Seller of any representation or warranty, other than the representations and warranties warranty contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit be deemed to be a breach of this Agreement for any purpose hereunder (other than Section 7.01), and neither Purchaser nor any Affiliate of Purchaser shall have any claim or restrict any Indemnified Party’s right to maintain recourse against Seller or recover any damages caused by its directors, officers, employees, Affiliates, controlling persons, agents, advisors or resulting from fraudulent or intentional misrepresentation representatives with respect to such breach if Purchaser or any Affiliate of Purchaser had, prior to the Closing, actual knowledge of such breach, it being acknowledged that Purchaser or its relevant Affiliates have actual knowledge of the representations Electroandes Information as of September 7, 2007; and (vi) any limitations imposed hereunder on the indemnifiable Losses of any party shall be of no force and effect to the extent such Losses have been determined by a final, non-appealable Governmental or warranties contained herein Regulatory Rule issued by a court of competent jurisdiction to have resulted from the fraud, gross negligence or willful misconduct on of the part of any other Party heretoIndemnifying Party. (gc) The Parties shall treat any payments made pursuant to For all purposes of this Article V as an adjustment to the Total Purchase Price for Tax purposesIX, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses “Losses” shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).of:

Limits on Indemnification. (a) The Seller Parties shall From and after the Closing, the Sellers will not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i7.2(a)(i) (other than Buyer Indemnifiable Losses based upon, arising out of or caused by (i) any breach of the Capitalization Representations, (ii) any breach of a Tax Representation, and (iii) any breach of the representation and warranty set forth in Section 4.8(d) to the extent such breach results in Affiliate Indebtedness Losses) until Buyer Indemnitees shall first have suffered such aggregate Buyer Indemnifiable Losses in excess of $25,000 30,000.00 Canadian (the “Seller Indemnification Basket”) (at which point, subject point the Sellers will be obligated to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including from the Seller Indemnification Basketfirst dollar). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for The aggregate liability of the Sellers pursuant to this Article 7 with respect to all Buyer Indemnifiable Losses under Section 7.2(a)(i) (other than Buyer Indemnifiable Losses based upon, arising from Section 5.2 shall first be made against out of or caused by (i) any breach of the Escrow AmountCapitalization Representations, if applicable(ii) any breach of a Tax Representation, and then directly against (iii) any breach of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid representation and warranty set forth in Section 4.8(d) to the Seller Parties, Buyer extent such breach results in Affiliate Indebtedness Losses) shall have not exceed the right to set off against the Earn-Out Amount and shall also have direct recourse against each amount of the Consideration that the Sellers have actually received (excluding any SR & ED Credit Amount); provided however, that any Future Payment Amount that is earned is deemed to be received Consideration. For avoidance of doubt, the aggregate liability of each Seller Parties, jointly and severally, with respect to claims for indemnification all Buyer Indemnifiable Losses based upon, arising out of or claims related to caused by a breach of the Post-Closing AdjustmentCapitalization Representations, Tax Representations and the representation and warranty set forth in Section 4.8(d) and Buyer Indemnified Losses payable under Section 7.2(a)(ii) through (vi) shall not be limited. (c) Buyer shall not have The amount of any obligation to indemnify Seller Indemnitees with respect Indemnifiable Losses payable to any Seller Indemnifiable Losses arising Indemnified Party under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer 7 shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion be net of the Total Purchase Price due to Seller excess, if any, of (i) the proceeds actually received by that Indemnified Party in respect thereof under this Agreement. The limitations any third party insurance or indemnification agreements or similar contractual arrangements over (ii) the costs and expenses (including reasonable attorneys’ fees) of this Section 5.3(ccollecting the proceeds described under paragraph (i) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyerabove. (d) Notwithstanding anything The liability of any Person under Article 7 shall be in addition to, and not exclusive of, any other liability that such Person may have at law or equity based on such Person’s fraudulent acts or omissions. None of the provisions set forth in this Agreement, including but not limited to the contrary contained hereinprovisions set forth in Section 7.3, shall be deemed a waiver by any Person to this Agreement of any right or remedy which such Person may have at law or equity based on any other Person’s fraudulent acts or omissions, nor shall any such provisions limit, or be deemed to limit, (i) the amounts of recovery sought or awarded in any such claim for fraud, (ii) the time period during which a claim for fraud may be brought, or (iii) the recourse which any such Person may seek against another Person with respect to a claim for fraud; provided, that with respect to such rights and remedies at law or equity, the aggregate Liability parties hereto further acknowledge and agree that none of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach the provisions of a representation or warrantythis Article 7, other than the representations and warranties contained in Section 3.1 or Section 3.2nor any reference to Article 7 throughout this Agreement, shall be deemed a waiver of any defenses which may be available in respect of actions or claims for fraud, including but not exceed the Total Purchase Pricelimited to, defenses of statutes of limitations or limitations of damages. (e) An Indemnified Party shallFor purposes of determining whether any representation or warranty has been breached for purposes of this Article 7, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing each representation and warranty contained in this Agreement shall limit for which indemnification can be or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses is sought hereunder shall be reduced by any insurance proceeds read without regard to materiality (other than proceeds from self-insurance including Company Material Adverse Effect or fronted insurance programsBuyer Material Adverse Effect) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)qualifications contained therein.

Limits on Indemnification. (a) The Seller Parties All Indemnifiable Costs sought by any party ------------------------- hereunder shall not have be net of any obligation to indemnify Buyer Indemnitees insurance proceeds received by such Person with respect to such claim (less the present value of any Buyer Indemnifiable Losses arising premium increases occurring as a result of such claim). Except for any claims for breach of the representations, warranties and covenants of the Company and the Majority Shareholders under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.14, 3.17 or Article VI -------- --- --- --- --- --- ---- ---- ---------- hereof (the “Seller Indemnification Basket”) (at indemnification for which point, subject to shall expire on the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation expiration of the Seller Indemnification Basket. The applicable statute of limitations of this Section 5.3(a) shall not apply to any Losses arising out ofor, in connection with or resulting from the case of covenants in Article VI ---------- which have a breach specific expiration date, as of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicablesuch date, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Partiesif so made, Buyer such claims, and all Indemnifiable Costs incurred thereafter, shall have continue after such date until finally resolved), the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to make claims for indemnification provided under this Article VIII (other than claims for Excluded Liabilities or ------------ for claims related for breaches of covenants) shall expire on the second anniversary of the Closing Date (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Majority Shareholders shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification ------------ obligation sought by Iconixx or Buyer hereunder exceeds $60,000, whereupon the Majority Shareholders shall be liable for all amounts for which indemnification may be sought. The Company and the Majority Shareholders shall be jointly and severally liable for all indemnification claims of Iconixx or Buyer, provided, however, that in the absence of fraud by a Majority Shareholder, such Majority Shareholder's aggregate indemnification of Iconixx or Buyer shall be limited to his, her or its proportionate share of the Purchase Price. Neither Iconixx nor the Buyer shall be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by the ------------ Majority Shareholders and the Company hereunder exceeds $60,000, whereupon Iconixx and the Buyer shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of (A) Iconixx or Buyer to the Post-Closing Adjustment. Majority Shareholders and the Company for breach of representations and warranties under Article IV exceed $3,000,000; ---------- and (cB) the Majority Shareholders and the Company to Iconixx or Buyer for breach of representations and warranties exceed $13,000,000; provided, however, that such amount under this clause (B) shall not have any obligation be reduced to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees 6,500,000 for all such Seller Indemnifiable Lossesclaims made on or after 60 days after the final completion of the audit of the Buyer's financial statements for the fiscal year ending December 31, including the Buyer Indemnification Basket)2000. Notwithstanding the foregoing, the provisions respecting indemnity limitations contained in the Buyer Indemnification Basket preceding sentence shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) include and shall not apply to limit any Losses arising out of, in connection with or resulting from a breach claims for the breaching of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section of the Company and Majority Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.12 (to the extent ------------ --- --- --- --- --- ---- such claims relate to OSHA violations), 3.14 and 3.17 or any breach of Sections ---- ---- -------- 8.1(B) or (E), all of which claims together shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, . ------ --- However nothing in this Agreement Article VIII shall limit Iconixx, Buyer, the Company or restrict ------------ the Majority Shareholders in exercising or securing any Indemnified Party’s right to maintain remedies provided by applicable statutory or recover any damages caused by or resulting from fraudulent or intentional misrepresentation common law with respect to any the fraudulent conduct of the representations Company, Majority Shareholders, Buyer or warranties contained herein Iconixx in connection with this Agreement or willful misconduct on in the part amount of any damages that it can recover from the other Party hereto. (g) The Parties shall treat any payments made pursuant in the event that Iconixx or the Majority Shareholders successfully prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. Other than as set forth in the preceding sentence, the indemnification provided for in this Section VIII is intended to this Article V as an adjustment be the exclusive monetary remedy of Iconixx, ------------ Buyer, the Company or the Majority Shareholders with regard to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposesAcquisition contemplated by this Agreement. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. 9.5.1 The total liability of any Company Stockholder (including, for the avoidance of doubt, the Principal Stockholders) for Damages with respect to which they shall have an indemnification obligation under Section 9.2 shall be satisfied out of and limited to the Indemnification Escrow Amount; provided, however, notwithstanding anything in this Agreement to the contrary, with respect to (a) The Seller Parties Damages for which any Company Stockholder (including, for the avoidance of doubt, the Principal Stockholders) has an indemnification obligation arising out of (i) a breach of a representation set forth in Section 3.1.1(c) or (ii) Section 6.19 (the "Stockholder Claim Damages"), and (b) Damages arising from fraud, deliberate or willful breach of this Agreement, or the breach of any representations and warranties arising from reckless or intentional misstatements or omissions, or the gross negligence of the Company or the Principal Stockholders, subject to Section 9.5.2, the total liability of the Principal Stockholders for Damages shall not be limited to the Indemnification Escrow Amount. 9.5.2 Any amounts payable from the Indemnification Escrow Amount shall be deemed to be joint and several liabilities of the Company Stockholders. Any amounts payable in excess of the Indemnification Escrow Amount pursuant to Section 9.5.1 shall be several and not joint liabilities of the Principal Stockholders. In no event shall any liability for indemnification for any Company Stockholder exceed the pro rata portion of the Merger Consideration payable to such Person hereunder. Notwithstanding anything in this Agreement to the contrary, no Company Stockholder shall have any obligation to indemnify Buyer Indemnitees Parent and the Surviving Corporation pursuant to the provisions of Section 9.2 (i) with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(iclaim or series of related claims unless and until the aggregate of all Damages suffered or incurred in connection with such claim or series of related claims exceeds Fifty Thousand Dollars ($50,000) (it being understood that, subject to subsection (ii) below, all such Damages, including the first Dollar thereof shall be subject to indemnification if such threshold is exceeded) and (ii) unless and until Buyer Indemnitees first have the aggregate of all Damages suffered aggregate Buyer Indemnifiable Losses or incurred by Parent which would otherwise be subject to indemnification hereunder exceeds One Million Dollars ($1,000,000) (it being understood that in the event such threshold is exceeded, only such Damages in excess of Five Hundred Thousand Dollars ($25,000 (the “Seller Indemnification Basket”500,000) (at which point, shall be subject to indemnification); provided, that the foregoing limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid not apply with respect to Buyer (y) claims brought pursuant to the Post-Closing Adjustment will provisions of Section 9.2(c) and (z) to claims regarding Stockholder Claim Damages. For the avoidance of doubt, adjustments to the Merger Consideration under Section 3.2.4 shall not count toward calculation of the Seller Indemnification Basket. The limitations constitute Damages for purposes of this Section 5.3(a) Article IX and shall not apply be limited by the monetary baskets set forth herein. 9.5.3 Solely for the purposes of determining Damages pursuant to this Article IX (and not a Party's right to indemnification hereunder), any Losses arising out ofrequirement in a representation or warranty that an event or fact be material or result in a Material Adverse Effect, in connection with which is a condition to such event or resulting from a fact constituting an inaccuracy or breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other shall be disregarded for purposes of determining Damages and any and all Damages arising out of the inaccuracy or breach of such representation or warranty shall be taken into account for purposes of determining the rights of the Parties to indemnification pursuant to this Article IX, but if Damages arise from breaches of more than one representation or warranty, only the representations and warranties highest amount of Damages from all such breaches shall be included in determining Damages. 9.5.4 Notwithstanding anything contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision this Agreement to the contrary, nothing in Parent and the Surviving Corporation shall not be entitled to any indemnification pursuant to the provisions of this Agreement shall limit Article IX relating to any facts or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation circumstances with respect to any which Parent was in breach under Section 5.10 of the representations or warranties contained herein or willful misconduct on the part of any other Party heretothis Agreement. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties No Purchaser Indemnified Party shall not have be entitled to indemnification for any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under pursuant to Section 5.2(a)(i9.2(a)(i) until Buyer Indemnitees first have suffered the aggregate Buyer Indemnifiable amount of all Losses under all claims of Purchaser Indemnified Party pursuant to Section 9.2(a)(i) shall exceed Two Hundred and Fifty Thousand Dollars ($250,000) (the “Purchaser Indemnitee Deductible”), at which time all Losses incurred in excess of $25,000 the Purchaser Indemnitee Deductible shall be subject to indemnification hereunder. The amount of any Losses otherwise recoverable under Section 9.2(a) or applicable to the Purchaser Indemnitee Deductible shall be reduced by any amounts actually received by a Purchaser Indemnified Party under insurance policies (net of any costs incurred in connection with the collection thereof and any increase in insurance premium or reduction in policy limits attributable thereto); provided, that Purchaser shall have no obligation to file any insurance claim in respect of any indemnifiable Loss hereunder. The Purchaser Indemnitee Deductible shall not apply to Losses covered by Section 9.2(a)(ii), (iii) or (iv). Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of indemnifiable Losses which may be recovered from Seller arising out of or resulting from the causes enumerated in Section 9.2 (other than Liabilities arising under Article VII), whether arising as a contract or tort claim or otherwise under or in respect of this Agreement, shall be an amount equal to 40% of the Purchase Price as it may be adjusted in accordance with the terms hereof (the “Seller Indemnification BasketCap”) (at which point); provided, subject to however, that the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) Cap shall not apply to any Losses arising out of, in connection with or resulting from a any Excluded Liabilities, from any breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations covenants set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to Sections 5.8 or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of5.17, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)fraud.

Limits on Indemnification. Notwithstanding anything contained herein to the contrary, (a) The (i) (A) the Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising liability under Section 5.2(a)(iSections 9.2(a), 9.2(d) or 9.2(g) until the amount of indemnifiable Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses under such Sections, in excess of the aggregate, exceeds Five Hundred Thousand dollars ($25,000 500,000) (the “Seller Indemnification BasketThreshold”) (), at which point, subject to time the limitations set forth in this Article V, total amount of such Buyer Losses shall be recoverable hereunder and (B) the Seller Parties shall indemnify not have any liability under Section 9.2(b) until the amount of indemnifiable Buyer Indemnitees for all such Losses thereunder, in the aggregate, exceeds Two Million dollars ($2,000,000), and (ii) no Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations or Systemax shall have any liability under Sections 9.3(a) or 9.3(c) of this Section 5.3(a) shall not apply to any Agreement until the amount of indemnifiable Seller Losses arising out ofthereunder, in connection with or resulting from a breach the aggregate, exceeds the Threshold, at which time the total amount of a Fundamental Representation by any such Seller Party.Losses shall be recoverable hereunder; (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any aggregate obligations of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid Buyers and Systemax to indemnify, defend and hold the Seller PartiesIndemnified Parties harmless for indemnification claims made pursuant to Section 9.3(e) after the second anniversary of the Internet Closing Date shall be limited to Ten Million dollars ($10,000,000) (the “Indemnity Cap Amount”); provided, Buyer that the Indemnity Cap Amount shall have not apply unless, on or before the right to set off against second (2nd) anniversary of the Earn-Out Amount Internet Closing Date, Systemax and shall also have direct recourse against each of the Seller PartiesBuyers have, jointly and severallyhave caused their Affiliates to, with respect store the Specified Data in, or otherwise transfer the Specified Data to, a Data Escrow and permanently erase, purge and otherwise destroy all other copies of the Specified Data, other than such data relating to claims for indemnification any individual who has accepted the provisions of any privacy policy or claims related to other contract that contains terms governing the Post-collection, receipt, use, disclosure and transfer of such data and that is effective after the Internet Closing AdjustmentDate (whether by purchasing a product from the Internet Buyers or otherwise). (c) Buyer shall not have any obligation indemnification payments required to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments be made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses Agreement shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the indemnified party with respect to the item giving rise to the indemnification payment. Upon the making of the full amount of the applicable indemnification payment to the indemnified party, the indemnifying party shall be subrogated to the rights of the indemnified party, up to the amount of such indemnification payment, to claim any insurance proceeds not yet recovered by the indemnified party with respect to the item which gave rise to the indemnification payment; and (d) in the event that any Buyer Indemnified Party in respect of such Losses, net of any premiums has the right to indemnity with respect toto any Buyer Losses under Section 9.2, and reasonable costs of realizing, such insurance proceeds and the Seller shall have no liability to indemnify any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Buyer Indemnified Party shall use its commercially reasonable efforts more than once with respect to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Buyer Losses nor shall the Seller have any liability to indemnify more than one Buyer Indemnified Party after for the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)same Buyer Losses.

Limits on Indemnification. (a) Absent fraud, the aggregate liability of the Members to indemnify the Buyer Indemnitees from and against any Buyer Indemnifiable Losses pursuant to Section 11.2(a)(i) and (ii) will be limited to Five Million Dollars ($5,000,000). (b) If Buyer is liable to the Member Indemnitees for any Member Indemnifiable Losses hereunder, Buyer shall pay the amount of any such Member Indemnifiable Losses to Members’ Representative for distribution to the Members within ten (10) days following the determination of a bona fide claim for Member Indemnifiable Losses in accordance with this Agreement. (c) The Seller Parties shall Members will not have any obligation to indemnify the Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under pursuant to Section 5.2(a)(i11.2(a)(i) until the Buyer Indemnitees have first have suffered aggregate Buyer Indemnifiable Losses in excess of Two Hundred Thousand Dollars ($25,000 200,000) (the “Seller Indemnification Basket”) (), at which point, subject point the Members will be obligated to indemnify the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Buyer Indemnifiable Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability breaches of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.27.25. (d) NOTWITHSTANDING ANY PROVISION TO THE CONTRARY HEREIN, shall not exceed the Total Purchase PriceAN INDEMNIFIED PARTY WILL NOT BE ENTITLED TO RECOVER ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM ASSERTED PURSUANT TO THIS ARTICLE XI, Including Any Recovery Under A "Multiple Of Profits," "Multiple Of Cash Flow", "Multiple Of Ebitda" Or Similar Valuation Methodology In Calculating The Amount Of Any Indemnifiable Losses. (e) An No Indemnifying Party will have any obligation to indemnify any Indemnified Party shall, at from and against any Indemnifiable Loss pursuant to Section 11.2(a)(i) or 11.2(b)(i) unless on or prior to the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expenseapplicable Warranty Termination Date such Indemnified Party makes a written claim for such Indemnifiable Loss. (f) Notwithstanding The amount of any provision Indemnifiable Losses payable under Article XI by an Indemnifying Party (i) will be computed net of any insurance proceeds received by the Indemnified Party with respect thereto and (ii) will be reduced by any recovery from any third Person in respect of the Indemnifiable Loss. Any indemnification payments made pursuant to Article XI shall be treated for all relevant Tax purposes as an adjustment to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party heretopurchase price. (g) The Parties obligations of each Member who signs either or both of (i) an Employment and Non-Competition Agreement or (ii) a Non-Competition, Non-Solicitation and Confidentiality Agreement shall treat be several, and not joint, under those agreements, and upon any payments made pursuant to this Article V as an adjustment to breach of those agreements by a Member, Buyer's and Surviving Company's sole remedy shall be against the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to Member or Members committing the Total Purchase Price for Tax purposesbreach. (h) The amount payable by the Indemnifying Each Party must take and must cause their respective controlled Affiliates and other Indemnified Parties to take all reasonable steps to mitigate and otherwise minimize Indemnifiable Losses to the Indemnified Party under this Article V as a result of, or in connection with, maximum extent reasonably possible upon and after becoming aware of any Losses shall event which would reasonably be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such expected to give rise to Indemnifiable Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially including without limitation using reasonable efforts to recover under assert claims for available insurance policies for any such Lossesproceeds. If such In addition, Buyer must cause the Surviving Company to maintain, following the Closing, insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim coverages appropriate to the Indemnified PartySurviving Company’s business activities. (i) THE RIGHTS OF INDEMNITY PROVIDED IN THIS ARTICLE XI ARE THE MEMBERS’, the Indemnified Party shallMEMBERS’ REPRESENTATIVE’S, no later than forty five (45) Business Days after receipt of such insurance proceedsBUYER’S, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)MERGER SUB’S AND THE SURVIVING COMPANY’S SOLE AND EXCLUSIVE REMEDY AFTER THE EFFECTIVE TIME RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND All Other Rights Of Indemnity Or Contribution, Whether Created By Law Or Otherwise, Are Hereby Waived.

Limits on Indemnification. (a) The Seller Parties Notwithstanding anything in this Article 8 to the contrary, no Party shall not have any indemnification obligation hereunder to indemnify Buyer Indemnitees the extent that a claim for indemnification is related to a representation, warranty or covenant for which the survival period specified in Article 7 has expired and is made after such expiration. For the avoidance of doubt, it is understood and agreed that the expiration of the survival period with respect to any Buyer Indemnifiable Losses arising under particular representation, warranty or covenant shall have no effect upon a claim for indemnification related to such representation, warranty or covenant that was properly made prior to such expiration, and the Party making such claim may pursue such claim as set forth in this Agreement until it is resolved or abandoned. (b) Notwithstanding anything in this Article 8 to the contrary, no Lufkin Indemnitee shall be entitled to indemnification from the Sellers pursuant to Section 5.2(a)(i8.1(a) until Buyer Indemnitees first have such time as the cumulative, aggregate amount of Losses suffered aggregate Buyer Indemnifiable by such Lufkin Indemnitee exceeds $150,000 (the “Deductible”), after which time such Lufkin Indemnitee shall be entitled to indemnification for the full amount of Losses in excess of $25,000 the Deductible; provided, however, that the Deductible shall not apply to (i) with respect to any particular Seller, any claims based on the “fraud, intentional misconduct or gross negligence of such Seller Indemnification Basket”or (ii) any claims based on any breach by the Sellers of any representation or warranty contained in Section 4.2, 4.3 or 4.4 or of any of their covenants or agreements contained herein. (at which point, subject c) Notwithstanding anything in this Article 8 to the limitations contrary, no Seller Indemnitee shall be entitled to indemnification from Lufkin pursuant to Section 8.2 until such time as the cumulative, aggregate amount of Losses suffered by such Seller Indemnitee exceeds the Deductible, after which time such Seller Indemnitee shall be entitled to indemnification for the full amount of Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to any claims based on fraud, intentional misconduct or gross negligence or to any claims based on any breach by Lufkin of any representation or warranty contained in Section 5.2 or 5.3 or of any of its covenants or agreements contained herein. (d) No Seller shall be liable for indemnification obligations under Section 8.1(a) in the aggregate in excess of an amount equal to the product of $25,000,000 multiplied by the percentage membership interest set forth opposite the name of such Seller on Annex 1 hereto; provided, however, that the limitation set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a8.3(d) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (bi) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess particular Seller, any claims based on the fraud, intentional misconduct or gross negligence of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including or (ii) any claims based on any breach by the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay Sellers of any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties warranty contained in Section 3.1 4.2, 4.3 or Section 3.2, shall not exceed the Total Purchase Price4.4 or of any of their covenants or agreements contained herein. (e) An Indemnified For purposes of calculating the aggregate amount of Losses claimed by a Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject entitled to receive indemnification hereunder at (an “Indemnitee”), the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any amount of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses each Loss shall be reduced by (i) any third-party insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually benefits which the Indemnitee received by the Indemnified Party in respect of or as a result of such Losses, net of any premiums with respect toless the reasonable costs incurred by the Indemnitee to recover those insurance benefits to the extent such costs are not otherwise recovered, and reasonable costs (ii) any Tax benefits which the Indemnitee actually recognized and realized in respect of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to or as a result of such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement: (i) no Party shall be liable for any indirect, the aggregate Liability special, incidental, exemplary, punitive or consequential Losses or for any lost profits of Buyer any other party; (ii) no indemnification obligation of Seller shall arise under this Agreement for Seller Indemnifiable any breach or Losses arising from claims of any third party which are subject to the indemnification provided for in this Article VII (“Third Party Claim”) which results from or is incurred wholly or partly as a result of any change in applicable Laws after the date hereof; (iii) with respect to contingent or unquantifiable Losses, no payment will be due by any indemnifying party unless and until the relevant Losses cease to be contingent or may be quantified; and (iv) with respect to contingent Losses resulting from Third Party Claims, no such contingent Losses may be asserted as a Third Party Claim under Section 5.2(b)(ithis Article VII unless and until an identifiable third party shall have manifested (x) from a breach present awareness of its right to assert such Third Party Claim and (y) a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Pricepresent intent to assert such Third Party Claim. (eb) An Indemnified No Party shall, at the Indemnifying Party’s request, cooperate in the defense of shall have any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding liability under any provision of this Agreement for any Losses to the contraryextent that such Losses relate to, nothing in this Agreement shall limit wholly or restrict any Indemnified Party’s right to maintain partly, or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V are increased as a result ofof actions, omissions or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received failure to mitigate by the Indemnified other Party in respect of or its officers, directors, employees and agents. Each Party shall take and shall cause to be taken all steps reasonably necessary to mitigate all such Losses, net Losses promptly after becoming aware of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable event that could reasonably be expected to give rise to such Losses. The Indemnified Party If a Person that has a right of indemnification under this Article VII can, by expenditure of money not exceeding $50,000, mitigate or otherwise reduce or eliminate any Loss for which indemnification would otherwise be claimed, such Person may take such action and shall use its commercially reasonable efforts be entitled to recover under insurance policies reimbursement for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the expenditures and related Loss theretofore paid to the Indemnified Party by the Indemnifying Party)expenses.

Limits on Indemnification. (a) The Seller Notwithstanding any contrary provisions of this Article VII and except as set forth in the following sentence, (i) Tangoe will not be entitled indemnity for any Losses hereunder unless and until the aggregate amount of Losses incurred by the Tangoe Indemnified Parties exceeds $250,000, and to the extent the amount of Losses exceeds $250,000, the Tangoe Indemnified Parties shall not have any obligation be entitled to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable recover only Losses in excess of $25,000 250,000, and (ii) the Tangoe Indemnified Parties’ sole and exclusive remedy for any claims arising under Article VII shall be recovery against the Escrow Shares. In the event that any Tangoe Indemnified Party believes that it is entitled to the payment of amounts pursuant to this Article VII, Tangoe shall provide the Stockholder Representative and the Escrow Agent with written notice of any such claim and if, within thirty (30) days of the Stockholder Representative’s receipt of such written notice the Stockholder Representative has not notified Tangoe and the Escrow Agent in writing that the Stockholder Representative disputes such claim (a “Dispute Notice”), or if the Stockholder Representative does provide a Dispute Notice within such 30 day period and upon resolution of such dispute in accordance with Section 7.8 it is determined that Tangoe Indemnified Party is entitled to payment of amounts pursuant to this Article VII, then in either event Tangoe Indemnified Party shall recover such obligation by the disbursement to Tangoe from escrow of Escrow Shares having a Deemed Value (as defined below) equal to the amount of the obligation to be satisfied. Recovery of Losses shall be made 8.62% from the Tangoe Common Stock, 81.98% from the Tangoe Series 1 Preferred Stock and 9.40% from the Tangoe Series 2 Preferred Stock, as measured by the Deemed Value of the shares recovered. For purposes of this Section 7.4, the “Escrow Shares” shall automatically be deemed to include the initial Escrow Shares, together with any shares of Common Stock issued on conversion of shares of Tangoe Series 1 or Series 2 Preferred Stock included in the initial Escrow Shares (the “Seller Indemnification BasketConversion Shares”) (at which point), subject to the limitations set forth any shares of capital stock or other securities issued in this Article V, the Seller Parties shall indemnify Buyer Indemnitees exchange for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicableShares or the Conversion Shares, and then directly against any securities issued or issuable in respect of any of the Seller Partiesforegoing upon any stock split, stock dividend, recapitalization or similar event, or as a distribution on account thereof. After “Deemed Value” shall mean $0.74 per share of Tangoe Series 1 Preferred Stock, Tangoe Series 2 Preferred Stock and Tangoe Common Stock (subject to adjustment to reflect stock splits, combinations and other similar events affecting the Escrow Amount is exhausted applicable class or any non-exhausted portion thereof is paid to the Seller Partiesseries of stock), Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees provided that with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses shares or securities from time to time included in excess “Escrow Shares” that are not Tangoe Series 1 Preferred Stock, Tangoe Series 2 Preferred Stock or Tangoe Common Stock, Deemed Value shall mean the fair value thereof as determined in good faith by Tangoe’s board of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyerdirectors. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement, the aggregate Liability of Buyer an Indemnifying Party shall not be liable for Seller Indemnifiable Losses arising under any claim for indemnification pursuant to Section 5.2(b)(i8.2(a) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.28.3(a), as the case may be, unless and until (A) any such indemnifiable Loss or series of related indemnifiable Losses which may be recovered from such Indemnifying Party under such sections exceeds Two Thousand Dollars ($2,000) (the “Per-Claim Threshold”), in which case all such Losses, regardless of the Per-Claim Threshold, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter be indemnifiable claims and subject to indemnification hereunder at and shall be counted against the Indemnity Threshold, and any individual Loss (or series of related Losses) less than or equal to the Per-Claim Threshold (unless it is part of a series of related Losses that aggregate to exceed the Per-Claim Threshold) shall not be aggregated for purposes of calculating whether or not Losses of the Indemnified Party exceed the Indemnity Threshold, and (B) the aggregate amount of indemnifiable Losses that may be recovered from such Indemnifying Party under such sections equals or exceeds Seventy-Five Thousand Dollars ($75,000) (the “Indemnity Threshold”), after which the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement Party shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made be liable for all Losses pursuant to this Article V as an adjustment VIII in excess of the Indemnity Threshold, not including those accrued in the Indemnity Threshold); provided, that the foregoing provisions of this Section 8.5(d) shall not apply to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not Losses arising out of or relating to be treated as an adjustment any claim arising out of or relating to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, any inaccuracy or in connection withbreach of any Fundamental Representation, any Losses shall representation or warranty in Section 4.11 (Intellectual Property) (the “IP Representations”), any representation or warranty set forth in Section 4.17 (Taxes) or to claims relating to fraud, intentional misrepresentation or willful misconduct. There will be reduced by no liability of any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Indemnifying Party in respect of such Lossesclaims for indemnification pursuant to Section 8.2(a) or Section 8.3(a) of this Agreement for amounts in the aggregate in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), net except with respect to Fundamental Representations and IP Representations. There will be no liability of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal respect of claims for indemnification pursuant to such insurance proceeds Section 8.2(a) or Section 8.3(a) of this agreement for amounts in the aggregate in excess of seven million five hundred thousand dollars (but in no event an amount greater than the related Loss theretofore paid $7,500,000) with respect to the Indemnified Party by IP Representations. Notwithstanding anything to the Indemnifying Party)contrary herein, there will be no liability of the Company with respect to Company’s indemnification obligations under this Agreement (including with respect to Fundamental Representations) in excess of the Aggregate Consideration payable to Owners under this Agreement.

Limits on Indemnification. (a) The Seller Parties Subject to Section 11.11, in no event shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising the Apollo Entities be responsible for Damages under Section 5.2(a)(i11.1(a) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses or Section 11.1(h), in each case, in excess of $25,000 the fifty percent (50%) of the “Seller Indemnification Basket”Total Consideration, except for Damages: (i) arising from, or directly or indirectly related to fraud, willful breach, or intentional misrepresentation, for which responsibility shall be to fullest extent under Applicable Law; or (at ii) those arising from breach of the Fundamental Representations, or the Tax Representations, for which point, subject responsibility shall not be in excess of an amount equal to one-hundred percent (100%) of the Total Consideration. In no event shall the Apollo Entities be responsible for Damages under Section 11.1(b) through 11.1(g) in excess of an amount equal to the limitations set forth sum of one-hundred percent (100%) of the Total Consideration and any Earnout Payments earned, payable or paid. In no event shall Saturn be responsible for Damages under Section 11.2 in this Article V, excess of the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally amounts paid to Buyer pursuant the Apollo Entities under this Agreement, except for Damages arising from, or directly or indirectly relate to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out offraud, in connection with willful breach, or resulting from a breach of a Fundamental Representation by any Seller Partyintentional misrepresentation. (b) Any No claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 Damages shall first be made against under Section 11.1(a) or Section 11.2(a) unless the Escrow Amountaggregate of Damages exceeds $250,000 for which claims are made hereunder by the Indemnified Persons (the “Threshold”), if applicablein which case the Indemnified Persons shall be entitled to seek compensation for all Damages, and then directly against any including the amount of the Seller Parties. After Threshold; provided, however, that the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer Threshold shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, not apply with respect to (i) any Damages arising from, or directly or indirectly relate to, any claims for indemnification involving the Ancillary Agreements, the Tax Representations, the Specified Representations, the Fundamental Representations or claims related to the Post-Closing Adjustmentfraud, willful breach, or intentional misrepresentation. (c) Buyer No Indemnified Persons shall be entitled to double recovery for any adjustments to consideration provided for hereunder or for any indemnifiable Damages even though such Damages may have resulted from the breach of more than one of the representations, warranties, agreements and covenants in this Agreement; provided, however, that the foregoing limitation shall not have any obligation prevent an Indemnified Person from recovering all Damages to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses which it is entitled hereunder arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion out of the Total Purchase Price due to Seller under this Agreement. The limitations same set of this Section 5.3(c) shall not apply to any Losses arising out offacts and circumstances notwithstanding the fact that an indemnification claim for such Damages is based upon more than one representation, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 agreement or Section 3.2, shall not exceed the Total Purchase Pricecovenant. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (the “Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained hereinin this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from Parent by Buyer Indemnified Parties pursuant to Section 8.02(a), or from the Buyer by the Parent Indemnified Parties pursuant to Section 8.03(a), shall be $5,000,000 (the “Cap”); provided that the Cap and the one-year limit on indemnification provided for in Section 8.02(a) shall not apply in respect of Losses resulting from fraud in this Agreement, in which case the maximum aggregate amount of indemnifiable Losses that may be recovered shall be the Purchase Price; (ii) Parent shall not be liable to any Buyer Indemnified Party, and the Buyer shall not be liable to any Parent Indemnified Party, for any claim for indemnification pursuant to Section 8.02(a) or Section 8.03(a) unless and until the aggregate Liability amount of Buyer indemnifiable Losses that may be recovered from Parent or the Buyer, as applicable, equals or exceeds $500,000 (the “Basket Amount”), in which case Parent or the Buyer, as applicable, shall be liable only for Seller Indemnifiable the Losses arising in excess of the Basket Amount; provided that the Basket Amount shall not apply in respect of Losses resulting from fraud in this Agreement; and (iii) no party hereto shall have any liability under any provision of this Agreement for any punitive, special or exemplary damages, damages that do not arise directly and naturally from the breach of this Agreement or damages that are not a reasonably foreseeable result of a breach of this Agreement, except to the extent such damages are awarded in connection with a Third Party Claim. (b) The amount of any and all Losses under this Article VIII shall be determined net of any insurance proceeds actually recovered by the Indemnified Party or its Affiliates on account of such Loss (net of the costs of obtaining such insurance proceeds, including any deductible or increase in premiums) and notwithstanding anything to the contrary in this Agreement, any and all Losses under this Article VIII and any and all indemnifiable Taxes under Section 5.2(b)(i6.01 shall be determined net of any Tax savings realized or reasonably expected to be realized as a result of such Loss or Tax by the Indemnified Party. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. (c) from Buyer and Parent shall, or shall cause the applicable Indemnified Party to, mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification hereunder to the extent required by applicable Law in connection with a breach of contract. The Buyer and Parent shall, or shall cause the applicable Indemnified Party to, use reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. (d) For purposes of determining the amount of any Loss for all purposes under this Article VIII, but not for purposes of determining whether a breach of a representation or warrantyand warranty has occurred, other than the representations each representation and warranties warranty contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect be read without regard to any of the representations “materiality” or warranties “Material Adverse Effect” qualifier contained herein or willful misconduct on the part of any other Party heretotherein. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. (a) The Seller Parties shall have no liability under Section 9.02 for any claim for indemnification in respect of Purchaser Indemnified Parties’ Losses, and the Purchaser shall not have any obligation to indemnify Buyer Indemnitees liability under Section 9.03 for any claim for indemnification in respect of Seller Indemnified Parties’ Losses, (i) which individually (except that if the Losses are a series of related Losses, then in the aggregate) are less than $100,000 (the “De Minimis Amount”) (provided that in the event that the amount of any Loss with respect to any Buyer Indemnifiable such individual claim, or series of related Losses arising under Section 5.2(a)(i) until Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of $25,000 (exceeds the “Seller Indemnification Basket”) (at which pointDe Minimis Amount, subject to the limitations set forth in this Article V(ii), indemnification shall be made from the Seller Parties first dollar of Losses resulting from such claim not withstanding that any individual claim may involve a Loss of less than the De Minimis Amount,) and (ii) until the aggregate amount of the respective Indemnified Parties’ Losses associated with indemnification claims under such Section exceeds $1,000,000 (the “Deductible Amount”), after which the Indemnifying Party shall indemnify Buyer Indemnitees be obligated for all such Buyer Indemnifiable Indemnified Parties’ Losses, and not only the portion of such Losses including exceeding the Seller Indemnification BasketDeductible Amount. The maximum liability of each Indemnifying Party under Section 9.02 shall not exceed $80,000,000 (the “Cap”). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations provisions of this Section 5.3(a) 9.04 shall not apply with respect to any Losses arising out of, in connection with or resulting from a indemnification for (x) breach of a Fundamental Representation by any Seller Partycovenant or agreement, or (y) Taxes. (b) Any The Seller shall have no liability under Section 9.02 for any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicableindemnification in respect of Purchaser Indemnified Parties’ Losses, and then directly against the Purchaser shall not have any liability under Section 9.03 for any claim for indemnification in respect of the Seller Indemnified Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid ’ Losses, (i) to the Seller Parties, Buyer shall have extent that such Losses result solely and exclusively from the right Indemnified Party undertaking any action required to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect be taken pursuant to claims for indemnification a covenant or claims related obligation applicable to the PostIndemnifying Party set forth in this Agreement (including without limitation the Pre-Closing AdjustmentRestructuring or pursuant to the Interim Management Agreement), and (ii) directly resulting from any actions taken by the Indemnifying Party pursuant to and in accordance with any written instruction, consent, approval or waiver given by the Indemnified Party. (c) Buyer shall not have Notwithstanding any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses in excess other provision of $25,000 (the “Buyer Indemnification Basket”) (at which pointthis Agreement, subject to the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c9.04(a) shall not apply qualify or limit the liability of an Indemnifying Party in relation to (i) any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the those representations and warranties contained in Section 3.1 3.01, Section 3.02, Section 3.03, Section 3.04 or Section 3.24.01 hereof, shall not exceed the Total Purchase Price. (e) An Indemnified Party shallor Clauses 4.1, at the Indemnifying Party’s request4.2, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit 4.6 or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any 5.1 of the representations Securities Purchase Agreement, or warranties contained herein (ii) any claim under any representation or warranty that is attributable to fraud, willful dishonesty or willful misconduct concealment on the part of any other Party heretothe Indemnifying Party. (gd) The Parties shall treat any payments made Payments by an Indemnifying Party pursuant to this Article V as an adjustment Section 9.02 or Section 9.03 in respect of any Loss shall be limited to the Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, of any liability or in connection with, any Losses shall be reduced by damage that remains after deducting therefrom any insurance proceeds (and any indemnity, contribution or other than proceeds from self-insurance or fronted insurance programs) realized and similar payment actually received by the Indemnified Party in respect of any such Lossesclaim, net (promptly after the realization of any premiums with respect toinsurance proceeds, and reasonable costs of realizingindemnity, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Partycontribution or other similar payment, the Indemnified Party shall, no later than forty five (45) Business Days after receipt of such insurance proceeds, shall reimburse the Indemnifying Party for such reduction in an amount equal to such insurance proceeds Losses (but in no event an amount greater than the net of any reasonable direct related Loss theretofore paid to costs incurred by the Indemnified Party in pursuing such claims, including any Taxes on such costs and expenses) for which the Indemnified Party was indemnified prior to the realization of reduction of such Losses); provided that payments in respect of Losses shall not be reduced by this Section 9.04(d) in respect of insurance deductibles actually paid by the Indemnifying Indemnified Party).

Limits on Indemnification. (ai) The Seller Parties shall not have any Seller’s obligation to indemnify for Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i8(b)(i) until of this Agreement (A) shall accrue only if the aggregate of all such Buyer Indemnitees first have suffered aggregate Buyer Indemnifiable Losses in excess of exceeds One Million Dollars ($25,000 1,000,000) (the “Seller Indemnification Basket”) (at which point, subject and then the Seller shall be liable for all such Buyer Losses only to the extent that such Buyer Losses exceed such amount and (B) shall be limited in the aggregate to Ten Million Dollars ($10,000,000) (the “Seller Cap”) except to the extent that Buyer Losses exceeding the Seller Cap result from fraud or willful misconduct by or on behalf of Seller. (ii) The Buyer’s obligation to indemnify for Seller Losses under Section 8(c)(i) of this Agreement (A) shall accrue only if the aggregate of all such Seller Losses exceeds One Million Dollars ($1,000,000) (the “Buyer Basket”) and then the Buyer shall be liable for all such Seller Losses only to the extent that such Seller Losses exceed such amount and (B) shall be limited in the aggregate to Ten Million Dollars ($10,000,000) (the “Buyer Cap”) except to the extent that Seller Losses exceeding the Buyer Cap result from fraud or willful misconduct by or on behalf of Buyer. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, then without limiting the other limitations set forth in this Article VSection 8, the Seller Parties such Indemnitee shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid be entitled to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by any Seller Party. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, indemnification hereunder only with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to indemnify Seller Indemnitees with respect to any Seller Indemnifiable amount of Losses arising under Section 5.2(b)(i) until Seller Indemnitees have first suffered aggregate Seller Indemnifiable Losses that are in excess of $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to cash proceeds actually received by the limitations set forth in this Article V, Buyer shall indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 3.1 or Section 3.2, shall not exceed the Total Purchase Price. (e) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made Indemnitee pursuant to this Article V as an adjustment to such insurance. If the Total Purchase Price for Tax purposesIndemnitee receives such cash insurance proceeds, unless a final determination causes such payment not to be treated as an adjustment to then the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party Indemnitor pursuant to the Indemnified Party under this Article V as a result of, or in connection with, any Losses such claim shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect amount of such Lossesproceeds, net whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim covering claims to the Indemnified Party, same extent that such Party would normally file claims under its insurance policies in the Indemnified Party shall, no later than forty five ordinary course of business. (45iv) Business Days after receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in In no event an amount greater than the related Loss theretofore paid shall Seller Losses or Buyer Losses include punitive, indirect or consequential damages (unless actually payable to the Indemnified Party by the Indemnifying Partya third party).