Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Limits on Indemnification. Except as stated Notwithstanding anything to the contrary contained in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) An Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 8.2(a) or (b) or Section 8.3, as the extent that payment case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party exceeds $500,000.00, in which case the Indemnifying Party shall be liable for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policyentire amount of such Losses; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (aSection 8.6(a) shall no longer apply;not limit or apply to any payments owed by Acquiror under Sections 2.9 or 6.4 hereof. (b) to No Indemnified Party may make a claim for indemnification under Section 8.2(a) or Section 8.3, as the extent case may be, for breach by the Indemnifying Party of a particular representation or warranty that occurs or is identified after the Indemnitee is indemnified or receives a recovery for expiration of the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-survival period thereof specified in Section 8.1. (c) on account For purposes of any violation calculating the amount of Section 16(b) Losses incurred by an Indemnified Party for purposes of the Securities Exchange Act of 1934this Agreement, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on amount shall be: (i) reduced by the purchase or sale amount of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Companyany insurance benefits and proceeds actually paid to such Indemnified Party, or any Affiliate of any such party, in respect of such Losses net of any deductible amounts; (bii) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering reduced by the Company; (e) amount of any indemnification, contribution or other similar payment actually recovered by the Indemnified Party from any third party with respect to such Losses; (iii) reduced by any transaction from which net Tax Benefit realized by the Indemnitee derived an improper personal benefit to which he applicable Indemnified Party as a result of such Losses where the “Tax Benefit” equals the reduction in Taxes realized by such Indemnified Party as a result of the payment or she is not legally entitled; (f) for the return accrual of any remuneration paid loss, expense, deduction or Taxes resulting from the event or circumstance giving rise to such Losses, and (iv) increased to take into account any net Tax Cost incurred by the Indemnitee that is held by any court in a final judgment to have been illegal or improper; Indemnified Party arising from (gx) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, receipt of indemnity payments hereunder or (iiy) the indemnification, contribution or other similar payments actually recovered by the Indemnified Party from any third party with respect to such Losses (in the case of conduct Indemnitee's official capacity with either (x) or (y) grossed up for any income Tax incurred based on such increase), where the Company, not “Tax Cost” equals the increase in Taxes realized by such Indemnified Party as a manner he or she reasonably believed to be in or not opposed to the best interests result of the Companyreceipt or accrual of such indemnity payments or indemnification, or, in contribution or other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if similar payments from a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulthird party.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) Absent fraud or willful or intentional misconduct, the indemnification and contribution provided by the Company pursuant to clause (A) of Section 7.1(a) and Section 7.3 shall be the sole and exclusive remedy for any Losses resulting from or arising out of any indemnification or contribution claim made pursuant to clause (A) of Section 7.1(a) and Section 7.3. (b) Absent fraud or willful or intentional misconduct, the amount of any payment by the Company (i) to the extent that payment for the same claims GA Indemnified Parties under this Article VII in respect of Losses resulting from or amounts are actually arising out of any indemnification or contribution claim made pursuant to Section 7.1(a) or Section 7.3 with respect thereto shall in no event exceed US$20,000,000, and (ii) to the Indemnitee Apax Indemnified Parties under a valid and collectible insurance policythis Article VII in respect of Losses resulting from or arising out of any indemnification or contribution claim made pursuant to Section 7.1(a) or Section 7.3 with respect thereto shall in no event exceed US$20,000,000; provided, however, that if it should subsequently be determined that in the Indemnitee is not legally entitled event of fraud or willful or intentional misconduct, such amount of payment shall in no event exceed (1) with respect to retain any such paymentthe GA Indemnified Parties, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) aggregate purchase price paid by the GA Shareholder to the extent that Seller in consideration of the Indemnitee is indemnified or receives a recovery for Purchased Shares acquired by the same claims or amounts otherwise than pursuant GA Shareholder, and (2) with respect to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recoveryApax Indemnified Parties, the restriction on indemnification pursuant aggregate purchase price paid by the Apax Shareholder to this subparagraph (b) shall no longer apply; -4-the Seller in consideration of the Purchased Shares acquired by the Apax Shareholder. (c) on account The Company shall not be liable to pay the Indemnified Parties under this Article VII in respect of Losses resulting from or arising out of any violation of indemnification or contribution claim made pursuant to Section 16(b7.1(a) of or Section 7.3 with respect thereto unless and until the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of amount payable under each individual claim made against the Securities Exchange Act of 1934, as amended Company exceeds US$500,000 (the "Exchange Act"“Indemnity Threshold”). If and when the Indemnity Threshold is reached, and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) shall then only be liable for the return of any remuneration paid to excess over the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulIndemnity Threshold.

Limits on Indemnification. Except as stated Notwithstanding anything to the contrary contained in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Warrantors collectively by all Purchaser Indemnitees pursuant to Section 9.2(a)(i) and Section 9.2(a)(vi) (other than with respect to the extent that payment for Company Fundamental Warranties and the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (aWarrantor Fundamental Warranties) shall no longer applybe US$700,000,000; (b) no Warrantor shall be liable to any Purchaser Indemnitee for any claim for indemnification unless and until the extent aggregate amount of indemnifiable Losses that may be recovered from the Warrantors equals or exceeds $5,000,000, in which case the Warrantors shall indemnify such Purchaser Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant Losses from the first dollar (subject to other limitations provided in this Indemnification Agreement; Article IX) (provided, howeverthat in each such case, that if it should subsequently be determined that in determining the Indemnitee is not legally entitled to retain existence of, or amount of Losses resulting from, arising out of, or related to, any breach of or inaccuracy in any such recoveryrepresentation or warranty, the restriction on indemnification pursuant to this subparagraph (b) terms “material”, “materiality”, “Material Adverse Effect” or other similar terms shall no longer apply; -4-be disregarded and deleted from such representations and warranties for all purposes); (c) the Warrantors shall not be obligated to indemnify any Purchaser Indemnitee with respect to any Loss to the extent (i) that a specific accrual or reserve for the amount of such Loss was reflected on account of any violation the Financial Statements or the notes thereto which accrual or reserve does not constitute a breach of Section 16(b3.7, (ii) reflected in the Closing Statement; provided that the Loss reflected in the Closing Statement has been taken into account in the calculation of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunderFinal Purchase Price; (d) on account of no Person shall have a right to make a claim for any violation of Section 10(b) of the Securities Exchange Act of 1934Loss for contingent or inchoate claims and may claim only for a Loss that has, as amended (the "Exchange Act")in fact, and any rules promulgated thereunder, been paid or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Companyincurred; (e) the Warrantors shall not have any liability under any provision of this Agreement for any punitive, incidental, consequential or special damages, except in each case awarded by a court of competent jurisdiction in connection with respect to any transaction from which a Third Party Claim or are otherwise reasonably foreseeable results of the Indemnitee derived an improper personal benefit to which he or she is not legally entitledapplicable breach; (f) for the return Purchaser Indemnitees’ right to indemnification pursuant to this Agreement shall be reduced by (i) all insurance or other proceeds actually recovered (but net of all costs and expenses incurred in order to obtain such recovery) by Purchaser Indemnitees from third parties, including, pursuant to indemnification obligations of third parties in favor of the Group Companies, and (ii) the amount of any remuneration paid to the Indemnitee that is held Tax benefit actually realized by any court Purchaser Indemnitee or its Affiliates as a result of such Losses (determined on a with and without basis) in a final judgment to have been illegal the year such Losses are incurred or improperthe indemnity payment is made; (g) in no circumstances shall the Indemnified Parties be entitled to the extent that the Indemnitee's action or failure to act was (i) not recover an amount of Losses more than once under this Agreement in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests respect of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; orsame Loss; (h) if a final nonappealable decision by a court having jurisdiction notwithstanding anything herein to the contrary, the limitations set forth in the matter this Section 9.3 shall determine that such indemnification is not lawfulapply to fraud.

Limits on Indemnification. Except as stated Notwithstanding anything to the contrary contained in Paragraph 6, there this Agreement: (a) the Principal Stockholders shall not be no liable for any claim for indemnification pursuant to this Indemnification Agreement: Article VII or Article IX unless and until the aggregate amount of indemnifiable Losses which may otherwise be recovered from all Principal Stockholders equals or exceeds the Deductible, in which case the Principal Stockholders shall be liable only for the Losses in excess of the Deductible, subject to the limitation set forth in clause (ab) below; (b) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Principal Stockholders arising out of or relating to the causes set forth in Section 9.2(a) shall not exceed an amount equal to the Escrow Amount; and (c) the Principal Stockholders shall not be obligated to indemnify the Acquiror or any other Person with respect to any Loss to the extent that payment a specific accrual or reserve for the same claims or amounts are actually made to amount of such Loss was included in the Indemnitee under a valid and collectible insurance policyInterim Balance Sheet; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph foregoing clauses (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph and (b) shall no longer apply; -4- (c) on account not apply to Losses arising out of or relating to the breach of any violation representation or warranty made in any Core Representation or to any representation or warranty in the event of Section 16(b) of fraud or intentional misrepresentation; and provided further, that the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or foregoing clause (b) shall not apply to Losses arising out of or relating to the communication breach of material nonpublic information about the Company any representation or warranty made in connection with any transaction on Section 3.15 relating to Tax matters or through the facilities of a national securities exchange or from or through a broker or dealerindemnification claims pursuant to Article VII; and provided further, other than as part of a securities offering by the Company; (e) that with respect to any transaction from Losses to which the Indemnitee derived an improper personal benefit to which he or she is foregoing clause (b) shall not legally entitled; (f) for apply, the return of any remuneration paid to the Indemnitee that is held by any court in Principal Stockholders shall be liable on a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faithseveral, or (ii) in the case of conduct Indemnitee's official capacity with the Companyrather than joint and several, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) basis and no claim with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawfulsuch Losses may be brought against a Principal Stockholder unless such claim is brought against all Principal Stockholders; or (h) provided that if a final nonappealable decision by a court having the Indemnified Party cannot obtain jurisdiction in a Maryland court specified in Section 10.10 without unreasonable effort over one or more Principal Stockholders, the matter Indemnified Party may nonetheless bring a claim against the other Principal Stockholders; and provided further, that the maximum liability of each Principal Stockholder for all indemnification claims pursuant to Article VII and Article IX shall determine that not exceed the pro rata percentage of the Merger Consideration, together with any amounts distributed to the Principal Stockholders from the Escrow Fund as provided in the Escrow Agreement and this Agreement, actually received by such Principal Stockholder. The Indemnified Party may not make a claim for indemnification is not lawfulunder Section 9.2(a) for breach by any Indemnifying Party of a particular representation or warranty after the expiration of the survival period thereof specified in Section 9.1, except as otherwise provided in such Section.

Limits on Indemnification. Except as stated (a) Notwithstanding anything to the contrary contained in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (ai) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Securityholders or the Acquiror, as applicable, pursuant to Section 7.2 or Section 7.3, as applicable, shall be equal to the extent that payment for Escrow Amount (the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy“Cap”); provided, however, that if it should subsequently the maximum aggregate amount of indemnifiable Losses that may be determined that recovered from the Indemnitee is not legally entitled Securityholders or the Acquiror, as applicable, with respect to retain (x) breaches of Fundamental Representations and representations and warranties set forth in Section 3.15 (Taxes), (y) any such paymentTax indemnification obligation under Section 7.2(c) and (z) any indemnification obligation under Sections 7.2(b) and 7.2(d) shall be equal to the Purchase Price, subject, in each case, to Section 7.5(a)(v); (ii) neither the restriction on Securityholders nor the Acquiror, as applicable, shall be liable to any Indemnified Party for any claim for indemnification pursuant to this subparagraph Section 7.2(a) or Section 7.3(a), as applicable, unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Securityholders or the Acquiror, as applicable, equals or exceeds $250,000 (a) the “Basket Amount”), in which case the Securityholders or the Acquiror, as applicable, shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery be liable only for the same claims or amounts otherwise than pursuant to this Indemnification AgreementLosses in excess of the Basket Amount; provided, however, that if it should subsequently be determined that the Indemnitee is Basket Amount shall not legally entitled apply to retain any such recovery, the restriction on indemnification pursuant to this subparagraph indemnifiable Losses resulting from breaches of Fundamental Representations and representations and warranties set forth in Section 3.15 (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunderTaxes); (diii) on account of the Securityholders shall not be obligated to indemnify any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Acquiror Indemnified Party with respect to any rules promulgated thereunder, or similar state law, Loss to the extent that a specific accrual or reserve for the amount of such violation is based identified Loss was reflected on (i) the purchase Interim Financial Statements, the Financial Statements or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Companynotes thereto; (eiv) the Securityholders shall not be obligated to indemnify any Acquiror Indemnified Party with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) Loss to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) Acquiror received a benefit from the reflection of such matter in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests calculation of the Companyadjustment of the Merger Consideration, orif any, in other cases, conduct was opposed as finally determined pursuant to Section 2.11; and (v) the Company's best interests, or (iii) liability of each Securityholder with respect to any criminal ActionLosses hereunder shall be limited to such Person’s pro rata portion of such Losses (based upon the portion of the Merger Consideration received by such Securityholder), with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction including in the matter event of fraud, and in no event shall determine that any Securityholder be liable for any Losses, including in the event of fraud, in excess of the portion of the Merger Consideration actually received by such indemnification is not lawfulPerson.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) Except as otherwise provided in this Section 7.6, the maximum aggregate amount of indemnifiable Losses that may be recovered by any Indemnified Party under Section 7.2 shall be the Acquiror Escrow Amount or under Section 7.3 shall be an amount equal to the extent that payment for Acquiror Escrow Amount (valued as of the same claims or amounts are actually made to Closing Date) (such cap on indemnification, as applicable, the Indemnitee under a valid and collectible insurance policy“Indemnity Cap”); provided, however, that if it should subsequently the Indemnity Cap and the Threshold shall not be determined that the Indemnitee is not legally applicable with respect to, and each Acquiror Indemnified Party shall be entitled to retain be indemnified, from the Acquiror Escrow Amount and/or by the Stockholders on a several basis, for, all Losses arising out of or resulting from the indemnification obligation with respect to (x) the breach or inaccuracy of any such paymentrepresentation or warranty (A) of the Company contained in Sections 3.2 (Authority) 3.4 (Capitalization), and 3.15 (Taxes) hereof, (B) of any Stockholder contained in Section 2.3 (Title) of the restriction on indemnification pursuant to this subparagraph Consent and Indemnity Agreement or (ay) shall no longer apply;intentional misrepresentation by the Company or fraud. (b) Without limitation of the indemnity obligations under this Article VII, from and after the consummation of the Closing, (i) the Company shall have no obligation or liability whatsoever in respect of Losses arising out of or resulting from the indemnification obligations in this Article VII; and (ii) notwithstanding anything in this Agreement to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recoverycontrary, the restriction on Stockholders shall have no right of indemnification, contribution or reimbursement from or remedy against the Company and/or the Surviving Corporation as a result of any indemnification pursuant they are required to make under or arising out of the breach or inaccuracy of any representation, warranty, covenant or other obligation in this subparagraph (b) Agreement or in any certificate, document or other instrument delivered herewith, and, except as set forth in Section 5.14, the Stockholders shall no longer apply; -4-be deemed to have released, waived and forever discharged any right to indemnification, contribution or reimbursement that they may have at any time after the consummation of the Closing against the Company and/or the Surviving Corporation under or arising out of the breach or inaccuracy of any representation, warranty, covenant or other obligation contained in this Agreement, any Ancillary Agreement or in any certificate, document or other instrument delivered herewith or therewith. (c) on account of Following the Effective Date, no party shall have any violation of Section 16(b) obligation to indemnify any of the Securities Exchange Act other parties pursuant to this Article VII unless and until the aggregate amount of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) all such individual Losses incurred or sustained by such party exceeds 1% of the Securities Exchange Act of 1934, as amended Merger Consideration (the "Exchange Act"“Threshold”), and any rules promulgated thereunderin which case the applicable Indemnifying Parties shall be liable from the first dollar of all such Losses, or similar state law, subject to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulSection 7.6(a).

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement:Notwithstanding the provisions of Sections 9.2(a) and (b): (a) No Seller (including the Eitings) shall have any obligation to indemnify any Parent and Buyer Indemnitee for any Losses, and no claim for Losses shall be made by any Parent and Buyer Indemnitee, with respect to any representation and warranty made by any Company or any Seller under this Agreement, if the extent Chief Executive Officer, President or Chief Financial Officer of Parent knows on or before the Closing Date that payment such Company or such Seller has breached such representation and warranty or otherwise knows of the likely incurrence of such Loss, except as specifically provided in Section 9.2(b). (b) No Seller (including the Eitings) shall have any obligation to indemnify any Parent and Buyer Indemnitee for any Losses until the same claims or amounts are actually made Parent and Buyer Indemnitees have suffered Losses in excess of $1,500,000 in the aggregate (at which point Sellers will be obligated to indemnify the applicable Parent and Buyer Indemnitee under a valid from and collectible insurance policyagainst all such Losses from the first dollar), except as specifically provided in Section 9.2(b). (c) Sellers (including the Eitings) shall have no obligation to indemnify any Parent and Buyer Indemnitee for any Losses in excess of $15,000,000 in the aggregate; provided, however, that if it should subsequently with respect to any Losses arising out of a breach by any Seller of a representation and warranty contained in Section 3.1, the Seller breaching such representation and warranty shall be determined that the Indemnitee is not legally entitled to retain liable for any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) Losses up to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) full amount of the Securities Exchange Act of 1934, Purchase Price received by such Seller as amended, and rules promulgated thereunder;set forth on Schedule A attached hereto. (d) on account In computing the amount of any violation of Section 10(b) of the Securities Exchange Act of 1934, Losses as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on which a party shall be entitled to indemnification hereunder, (i) the purchase or sale Indemnitor shall be given the benefit of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about any insurance proceeds which may become available to the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company;Indemnitee; and (eii) with respect such amounts shall be limited to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid after-tax consequences to the Indemnitee that (or the affiliated group of which such Indemnitee is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulmember).

Limits on Indemnification. Except as stated Notwithstanding anything to the contrary in Paragraph 6, there shall be no indemnification pursuant to this Indemnification AgreementAgreement or any right or remedy available under any Applicable Law: (a) In no event shall the aggregate amount recoverable by the Buyer Indemnified Parties, nor Seller’s aggregate liability therefor, for any and all claims pursuant SPI-900029917v22 54 to (i) Section 11.2(b), exceed an amount equal to the extent that payment for Purchase Price plus any Earn-Out Payments effectively paid to Seller pursuant to Section 2.5 as of the same claims or amounts are actually made date of the relevant claim and (ii) Section 11.2(a), exceed an amount equal to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled Purchase Price plus any Earn-Out Payments effectively paid to retain any such payment, the restriction on indemnification Seller pursuant to this subparagraph (a) shall no longer apply;Section 2.5 as of the date of the relevant claim. (b) to the extent that the Indemnitee is indemnified or receives In no event shall Seller have any liability for any matter under Section 11.2 unless and until a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be court of competent jurisdiction shall have (i) determined that the Indemnitee such matter is not legally entitled to retain any such recoveryindemnifiable by Seller, the restriction on indemnification pursuant to this subparagraph and (bii) shall no longer apply; -4-issued a final, non-appealable Governmental Order in relation thereto. (c) on account In no event shall Seller or Seller’s Affiliates have any liability under this Agreement or the other Transaction Documents or otherwise in connection with the transactions contemplated hereby or thereby for any exemplary, punitive, consequential, special, speculative, remote, incidental or indirect damages or damages for diminution in value, lost profits, loss of any violation business, loss of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;goodwill or business interruption. (d) on account Neither Seller nor any of Seller’s Affiliates shall have any violation of Section 10(bliability under or otherwise in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby for any Loss (i) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent arising as a result of any action taken or omitted to be taken by Buyer or any of its Affiliates, (ii) to the extent arising from or relating to any matter disclosed in any Seller Disclosure Schedule or Disclosure Update Notice, (iii) to the extent arising from a change in Applicable Law that becomes effective on or after the Closing Date or (iv) to the extent such violation Loss is based on (i) the purchase accrued, provided or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Companyreserved for, or otherwise taken into account, in the Financial Statements or in the calculation of the Working Capital (b) the communication of material nonpublic information about the Company or if Buyer shall have requested a reduction in Working Capital in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than such Loss as part of a securities offering the Purchase Price adjustment process contemplated by Section 2.2 and shall have agreed with Seller, or the Company;Accountant shall have determined, that no such reduction is appropriate). (e) with respect The Buyer Indemnified Parties will not have the right to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; indemnification under this Agreement (fincluding Section 11.2) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) Losses to the extent that the Indemnitee's action or failure to act was such Losses are based on Taxes: (i) not in good faith, or attributable to Post-Closing Tax Periods; (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed that are due to the best interests unavailability in any Post-Closing Tax Period of the Company, or, in any net operating losses or other cases, conduct was opposed to the Company's best interests, or Tax attribute from a Pre-Closing Tax Period; (iii) with respect to resulting from transactions or actions taken by Buyer, the Company or any criminal Action, with reasonable cause to believe his of their respective Affiliates on the Closing Date after the Closing that are not contemplated by this Agreement; or her conduct was unlawful; or (hiv) if a final nonappealable decision by a court having jurisdiction that result from Buyer’s breach of any of the covenants or agreements contained in the matter shall determine that such indemnification is not lawfulArticle 9.

Limits on Indemnification. Except as stated in Paragraph 6(a) No claim may be asserted against Seller or Buyer for breach of any representation or warranty, there shall be no covenant or agreement contained herein, or for indemnification pursuant to Sections ‎11.1 or ‎11.2, unless written notice of such claim pursuant to ‎Section 11.3 is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, on or prior to the date on which the representation or warranty, covenant or agreement or right to indemnification on which such claim is based ceases to survive as set forth in ‎Section 11.5, and any claim brought after such date shall be barred. (b) Notwithstanding anything to the contrary contained in this Indemnification Agreement: (ai) other than with respect to claims for indemnification based on, with respect to or by reason of any inaccuracy or breach of any of the extent that payment for Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations or any of the same claims representations or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such paymentwarranties set forth in Section ‎4.7(e), the restriction on indemnification pursuant to maximum aggregate amount of indemnifiable Losses that may be recovered under this subparagraph Agreement from Seller by Buyer (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain including any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (eBuyer Indemnified Party) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return breach of any remuneration paid to the Indemnitee that is held by any court representation or warranty described in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith‎Section 11.1(a), or from Buyer by Seller (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in including any other cases, conduct was opposed to the Company's best interests, or (iiiSeller Indemnified Party) with respect to any criminal Actionbreach of any representation or warranty described in ‎Section 11.2(a), shall be one million Dollars ($1,000,000) (the “Indemnification Cap”); (ii) other than with respect to claims for indemnification based on, with reasonable cause respect to believe his or her conduct was unlawful; orby reason of any inaccuracy or breach of any of the Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations or any of the representations or warranties set forth in Section ‎4.7(e), Seller shall not be liable to Buyer (or any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.1(a), nor Buyer to Seller (or any other Seller Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.2(a), for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from such party for such breach and any other breach arising from substantially similar occurrences, events or sets of facts exceed fifty thousand Dollars ($50,000) (the “De Minimis Amount”), provided, that if the aggregate amount of indemnifiable Losses for such claim is greater than or equal to the De Minimis Amount then the entire amount of such Losses in respect of such claim will be eligible for indemnity pursuant to and subject to the terms and conditions of this ‎Article XI; (hA) if a final nonappealable decision other than with respect to claims for indemnification based on, with respect to or by a court having jurisdiction reason of any inaccuracy or breach of any of the Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations or any of the representations or warranties set forth in Section ‎4.7(e), Seller shall not be liable to Buyer (or any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.1(a), nor Buyer to Seller (or any other Seller Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.2(a), for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from such party in respect of all such claims, excluding any Losses in respect of claims which did not meet the De Minimis Amount, exceeds two hundred and fifty thousand Dollars ($250,000) (the “Basket Amount”), in which case such party shall be liable only for the Losses in excess of the Basket Amount; and (B) Seller shall not be liable to Buyer (or any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in the matter first sentence of ‎Section 4.8(c) or in the last sentence of ‎Section 4.9, for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from such party for all such breaches, excluding any Losses in respect of claims which did not meet the De Minimis Amount, exceeds two hundred and fifty thousand Dollars ($250,000) (the “Assets Basket Amount”), in which case Seller shall determine be liable only for the Losses for such breaches in excess of the Assets Basket Amount to the extent in excess of the Basket Amount; (iv) the maximum aggregate amount of indemnifiable Losses that may be recovered under this Agreement from Seller by Buyer (including any other Buyer Indemnified Party) with respect to Environmental Indemnification Matters shall be six million Dollars ($6,000,000); and (v) the maximum aggregate amount of indemnifiable Losses that may be recovered under this Agreement from Seller by Buyer (including any other Buyer Indemnified Party) with respect to ‎Section 11.1(a) (other than with respect to claims for indemnification based on, with respect to or by reason of any inaccuracy or breach of any of the Company’s Fundamental Representations, Seller’s Fundamental Representations or any of the representations or warranties set forth in ‎Section 4.7(e)) and ‎Section 11.1(b) shall be the Purchase Price. (c) The parties hereby acknowledge and agree that for purposes of this ‎Article XI, qualifications as to materiality or Material Adverse Effect (or any similar qualification) in any representation or warranty set forth herein (except for any representation or warranty set forth in ‎Section 4.5 or ‎Section 4.6(b) or any Specified Qualifier) shall be ignored for the purposes of determining whether a breach of a representation or warranty has occurred and the applicable amount of Losses in respect of such breached representation or warranty. (d) Notwithstanding the foregoing, the amount of any indemnifiable Losses payable by the Indemnifying Party shall be reduced, without duplication, by (i) amounts actually recovered, if any, under applicable insurance policies or any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim (in each case minus any reasonable out of pocket cost or expense of recovery or increased premiums) and (ii) any Tax benefits actually realized by the Indemnified Party or any of its Affiliates in the year of payment indemnifying for such Loss or arising in connection with the accrual, incurrence or payment of any Loss. Each Indemnified Party shall use commercially reasonable efforts to seek or continue to pursue recovery under any insurance policy, or from any Person responsible for such Loss, with respect to any amount of Loss. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, or resolves a Loss for less than the amount claimed in respect of such Loss, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification is payment up to the amount received by the Indemnified Party, or the amount received in excess of the applicable Loss, as applicable, in each case, net of any expenses incurred by such Indemnified Party in collecting such amount. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would reasonably be expected to, or does, give rise thereto. The Indemnified Party shall not lawfulbe entitled to recover more than once in respect of the same Losses suffered. (f) For the avoidance of doubt, Losses arising from breaches of the Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations and the representations and warranties set forth in ‎Section 4.7(e), and any Losses incurred by any Buyer Indemnified Party pursuant to Section ‎11.1(b) through ‎Section 11.1(i) and any Losses incurred by any Seller Indemnified Party pursuant to ‎Section 9.4(i) or Sections ‎11.2(b) through ‎11.2(f), shall not be subject to the Indemnification Cap, the De Minimis Amount or the Basket Amount. The limitations of liability set forth in this ‎Section 11.6 shall not apply in the event of any liability of Seller to indemnify Buyer Indemnified Parties pursuant to ‎Section 11.1 arising from any Fraud in respect of the representations contained in ‎Article IV or ‎Article VI on the part of Seller or the Company, or in the event of any liability of Buyer to indemnify Seller Indemnified Parties pursuant to ‎Section 11.2 arising from any Fraud in respect of the representations contained in ‎Article VII on the part of Buyer.

Limits on Indemnification. Except as stated Notwithstanding anything to the contrary contained in Paragraph 6this Agreement, there shall be no indemnification with respect to obligations of the parties under this Article 9 (but not post-Closing claims related solely and exclusively to Section 4.5 of this Agreement or to Clause 9 of each MOA and made pursuant thereto, and excluding the obligations of Seller to this Indemnification Agreement:perform the covenants in Section 9.4(c) with respect to Pre-Closing Insurance Coverage): (a) The maximum aggregate amount of indemnifiable Damages which may be recovered from the Seller shall be an amount equal to the extent that payment for value, if any, of the same claims Subject Shares required to be retained by the Seller on or amounts are actually made prior to the Indemnitee under a valid and collectible insurance policy; provided, however, that if Survival Date as of any date of determination pursuant to Section 2.5 (the "Cap") (it should subsequently be determined being understood that the Indemnitee is Seller shall not legally entitled to retain any such payment, be liable for Damages in the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply;aggregate in excess of the Cap). (b) The Seller's liability for any Damages shall be satisfied solely and exclusively from the Subject Shares then held by the Seller on or prior to the extent that Survival Date (based on the Indemnitee is indemnified or receives a recovery for Buyer Stock Volume-Weighted Average Price of the same claims or amounts otherwise than pursuant to this Indemnification Agreement; providedSubject Shares as of the date hereof), however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain and in no event shall any such recoveryDamages, other than from the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-Subject Shares, be payable by the Seller through application of Section 11.15. (c) on account For all purposes of this Article 9, Damages shall be net of (i) any violation insurance proceeds actually paid to the Indemnified Person or any of Section 16(b) its Affiliates in connection with the facts giving rise to the right of the Securities Exchange Act of 1934indemnification, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state lawand, to the extent a claim for indemnification is covered by Pre-Closing Insurance Coverage, the parties shall cooperate to seek to recover under such insurance policy, and, if the Indemnified Person or any of its Affiliates receives such proceeds after receipt of payment from the Seller (in the case of indemnification claims sought by the Buyer Indemnified Persons) or the Buyer (in the case of indemnification claims sought by Seller Indemnified Persons), then the amount of such proceeds, net of any related deductibles and reasonable expenses incurred in obtaining them, shall be paid to the Seller (in the case of indemnification claims sought by the Buyer Indemnified Persons) or the Buyer (in the case of indemnification claims sought by Seller Indemnified Persons) and (ii) any prior or subsequent contribution or other payments or recoveries of a like nature by the Indemnified Person from any third Person (other than the Seller (in the case of indemnification claims sought by the Buyer Indemnified Persons) or the Buyer (in the case of indemnification claims sought by Seller Indemnified Persons)) with respect to such Damages. Each Indemnified Person shall be obligated to use its commercially reasonable efforts to mitigate all Damages after it becomes aware of any event that such violation is could reasonably be expected to give rise to any Damages that are indemnifiable or recoverable hereunder or in connection herewith or that constitute Assumed Liabilities. Seller covenants and agrees that it shall not, after the date hereof or after the Closing of any purchase of the Chartered Securities hereunder, take any action that would have the result of terminating the ability to make or invalidating any claim based on circumstances prior to the Closing Date under any insurance policy that covers any Assumed Liability or Chartered Vessel ("Pre-Closing Insurance Coverage"). Notwithstanding any other provision of this Agreement, Seller covenants and agrees that it will, promptly after being notified of any Assumed Liability or damage to a Chartered Vessel that is covered by Pre-Closing Insurance Coverage, make a claim to the relevant insurance carrier for recovery with respect thereto and use its reasonable efforts to pursue such insurance claim to hold the applicable Chartered Company harmless to the extent of the available coverage under the Pre-Closing Insurance Coverage. (i) The Seller (in the purchase case of indemnification claims sought by the Buyer Indemnified Persons) or sale the Buyer (in the case of indemnification claims sought by Seller Indemnified Persons) shall not be liable for any Damages in respect of any liability or Damage that is contingent unless and until such contingent liability or Damage becomes an actual liability or Damage and is due and payable and (ii) the Seller (in the case of indemnification claims sought by the Buyer Indemnified Persons) or the Buyer (in the case of indemnification claims sought by Seller Indemnified Persons) shall not be liable to pay any amount in discharge of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee claim under this Article 9 unless and until the Damage in respect of which the claim is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company;made has become due and payable. (e) with respect An Indemnified Person shall not be entitled under this Agreement to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) multiple recoveries for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulsame Damage.

Limits on Indemnification. Except as stated in Paragraph 65, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-; (c) on account to the extent that the Indemnitee is held, by a court of any violation of competent jurisdiction in a final judgment from which there is no further right to appeal, to have violated Section 16(bl6(b) of the Securities Exchange Act of 1934l934, as amended, and rules promulgated thereunder; (d) on account to the extent that the Indemnitee is held, by a court of any violation of competent jurisdiction in a final judgment from which there is no further right to appeal, to have violated Section 10(bl0(b) of the Securities Exchange Act of 1934l934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (bii) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee is held, by a court of competent jurisdiction in a final judgment from which there is no further right to appeal, to have derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held held, by any a court of competent jurisdiction in a final judgment from which there is no further right to appeal, to have been illegal or improper; (g) to the extent that an act or omission of the Indemnitee's action or failure to act was Indemnitee (i) was not in good faith, or (ii) in the case involved intentional misconduct or a knowing violation of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawfullaw; or (h) if in a final nonappealable decision by judgment from which there is no further right to appeal a court having of competent jurisdiction in the matter shall determine have determined that such indemnification is not lawful.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-; (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) Neither the Acquiror Indemnified Persons nor the OSI Indemnified Stockholders may recover in respect of any claim for indemnification as a result of a breach of any representation or warranty in accordance with Section 7.1 or Section 7.2, respectively, unless and until the Indemnifiable Losses in accordance with Section 7.1 or Section 7.2, respectively, have been incurred, paid or accrued in an aggregate amount greater than Two Million Dollars ($2,000,000) (the “Indemnification Threshold”); provided, however, the Indemnification Threshold shall not apply to any Indemnifiable Losses arising out of Section 7.1(d) or Section 7.1(e). Once the Indemnification Threshold has been exceeded with respect to claims as a result of a breach of any representation or warranty pursuant to Section 7.1, the Acquiror Indemnified Persons shall be entitled to recover Indemnifiable Losses as a result of a breach of such representation or warranty incurred, paid or accrued by them in excess of the Indemnification Threshold, from and solely out of the Indemnification Escrow Amount, pursuant to terms of the Escrow Agreement. Once the Indemnification Threshold has been exceeded with respect to claims as a result of a breach of any representation or warranty pursuant to Section 7.2, the OSI Indemnified Stockholders shall be entitled to recover from Buyer all Indemnifiable Losses as a result of a breach of such representation or warranty incurred by them in excess of the Indemnification Threshold. Notwithstanding anything to the extent that payment for contrary in this Agreement, in no event shall the same claims or Indemnification Threshold apply to any amounts are actually made recovered by Buyer pursuant to the Indemnitee Tangible Net Worth Adjustment. (b) Subject to Section 7.4(b) below, the period during which claims for indemnification under a valid this Article VII may be initiated shall commence at the Effective Time and collectible insurance policyterminate at 5:00 p.m., Eastern time, on June 30, 2009 (the “Claim Period”); provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) claim initiated by written notice from Buyer to the extent that Stockholders’ Representative or from the Indemnitee is indemnified or receives a recovery for Stockholders’ Representative to Buyer, as the same claims or amounts otherwise than pursuant to this Indemnification Agreement; providedcase may be, however, that if it should subsequently be determined that setting forth the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) nature of the Securities Exchange Act of 1934claim in reasonable detail, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) including the estimated amount of the Securities Exchange Act claim, prior to expiration of 1934the Claim Period shall not terminate until the claim is finally resolved. All representations and warranties of the parties contained in this Agreement shall survive the consummation of the Merger and continue until the expiration of the Claim Period, as amended (the "Exchange Act")after which time such representations and warranties shall terminate, and any rules promulgated thereunder, or similar state law, to the extent except that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) claims with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return breach of any remuneration paid representation or warranty initiated prior to the Indemnitee that is held by any court expiration of the Claim Period in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity accordance with the Company, foregoing do not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that terminate until such indemnification is not lawfulclaims are finally resolved.

Limits on Indemnification. Except as stated (a) Notwithstanding anything to the contrary herein, absent Actual Fraud, in Paragraph 6no event shall the aggregate liability of Seller in connection with this Agreement or the Transaction Documents, there including the transactions contemplated herein and therein, exceed the Purchase Price. (b) The Buyer Indemnified Parties shall take, and shall cause the Company to take, all commercially reasonable steps to mitigate a Loss upon becoming aware thereof and of the event which gives rise thereto and 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 the Buyer Indemnified Parties shall have no recourse under this Article VII for any Losses that the Buyer Indemnified Parties would not have suffered had such party exercised commercially reasonable efforts to mitigate such Losses within a reasonable amount of time following the discovery by such party of the fact, event or circumstance giving rise to such Losses (and for any Buyer 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) The amount of any and all Losses indemnifiable under this Agreement shall be no 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 Indemnified Party (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 Indemnification Agreement: Agreement and, subsequently, there is an actual payment under the R&W Policy (awhether 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 extent that payment for indemnification claim, then Buyer shall (or shall cause the same claims other insured under the R&W Policy to) use such insurance proceeds (net of any costs of recovery or amounts are actually made other reasonable costs and expenses related to the Indemnitee under a valid insurance claim) and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain promptly reimburse Seller for any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;amount previously paid by Seller. (d) on account Notwithstanding anything to the contrary contained in this Agreement, under no circumstances will any Party or any of its Affiliates be entitled to recover more than one time for any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")Loss under this Agreement, and any rules promulgated thereunder, or similar state law, to the extent that such violation a Party or any of its Affiliates is based on (i) the purchase or sale of compensated for a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or matter through the facilities adjustments provided for in Section 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 national securities exchange set of facts, conditions or from events constitutes a breach of more than one representation, warranty, covenant or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she agreement that is not legally entitled; (f) for the return of any remuneration paid subject to the Indemnitee that is held by indemnification obligations under this Article VII as applicable, only one recovery of Losses shall be allowed, and in no event shall there be any court in a final judgment to have been illegal indemnification or improper; (g) to the extent that the Indemnitee's action duplication of payments or failure to act was (i) not in good faith, or (ii) in the case recovery under different provisions of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests this Agreement arising out of the Companysame facts, or, in other cases, conduct was opposed to the Company's best interests, conditions or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulevents.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, -4- the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-; (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) De minimis Amount and Basket Amount. Notwithstanding anything contained in this Agreement to the extent that payment for contrary, the same claims or amounts are actually made PSI Indemnified Parties shall not be entitled to indemnification hereunder with respect to any Losses pursuant to Section 7.1, above, unless and until the Indemnitee under aggregate amount of Losses from a valid and collectible insurance policy; provided, however, single claim of indemnification exceeds Ten Thousand Dollars ($10,000) (the “De minimis Amount”) (it being understood that if it should subsequently a common or related set of occurrences, events or set of facts results in Losses, then such Losses shall be determined that aggregated for purposes of determining whether the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (aDe minimis Amount has been satisfied) shall no longer apply; (b) and unless and except to the extent that the Indemnitee is indemnified or receives a recovery for the same aggregate Losses from all claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) with respect thereto in excess of the Securities Exchange Act of 1934De minimis Amount exceed, as amendedin the aggregate, and rules promulgated thereunder; Two Hundred Thirty Thousand Dollars (d$230,000) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Basket Amount”), and any rules promulgated thereunderthen indemnification hereunder shall be only to the extent such Losses exceed the Basket Amount. The parties agree that the De minimis Amount is to serve as a “trigger” for indemnification (and not a deductible) and the Basket Amount is to serve as a “deductible”. Notwithstanding the foregoing, or similar state law, the De Minimis Amount and the Basket Amount shall not apply to limit the indemnification to which the PSI Indemnified Parties may be entitled for Losses to the extent that such violation is based on Losses arise out of or relate to (i) any misrepresentation or breach of any Fundamental Representation, (ii) any misrepresentation or breach of the purchase or sale representations and warranties set forth in Section 3.14 (Taxes), (iii) any breach of a security by Indemnitee covenant or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, agreement made or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering to be performed by the Company; Seller or Shareholders pursuant to this Agreement, (eiv) with respect any claim based upon fraud, (v) any Pre-Closing Taxes or Taxes relating to the Reorganization or any transaction from which the Indemnitee derived an improper personal benefit to which he or she Excluded Liability that is not legally entitled; satisfied in full at the Closing, (fvi) for any of the return of matters set forth on Exhibit 7.1(e), (vii) any remuneration paid Excluded Environmental Matters (the matters referred to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was clauses (i) not in good faiththrough (vii), collectively, the “Excluded Items”) or (iiviii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulReorganization.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee Indemnitiee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification Indemnification pursuant to this subparagraph (b) shall no longer apply; -4-; (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (bii) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act ’s conduct was (i) not in good faith, or (ii) not in the case best interests of the Company and Indemnitee did not reasonably believe Indemnitee’s conduct Indemnitee's official capacity with the Company, not was in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) committed, with respect to any criminal Action, with even though Indemnitee had reasonable cause to believe his or her conduct was unlawful; or (hf) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) The right of Purchasers to be indemnified pursuant to Section 9.2 shall be the sole and exclusive remedy with respect to any Loss of whatever kind and nature, in law, equity or otherwise, known or unknown, which Purchasers have now or may have in the future, including without limitation, any Losses attributable to any inaccuracy or breach of any representation or warranty to the extent Purchasers at or prior to Closing, or any failure to perform the covenants, agreements or undertakings contained in this Agreement, any Disclosure Schedule or certificate delivered pursuant hereto or any agreement or other document contemplated hereby, other than as a result of actual fraud by any Seller or the Shareholder, and except as otherwise provided herein. The Parties acknowledge that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment(A) except as expressly provided in Article 4, the restriction on indemnification pursuant to Sellers and the Shareholder have not made and are not making any representations, warranties or commitments whatsoever regarding the subject matter of this subparagraph Agreement, express or implied, and (aB) shall no longer apply;except as expressly provided in Article 4, Purchasers are not relying and have not relied on, any representations, warranties, projections, assumptions or commitments whatsoever regarding the subject matter of this Agreement, express or implied. (b) Without limiting the effect of any other limitation contained in this Section 9.3, the indemnification provided for in this Article 9 shall not apply, and Purchasers shall not be entitled to exercise any indemnification rights under this Agreement, except to the extent that the Indemnitee is aggregate amount of the Losses against which Purchasers would otherwise be entitled to be indemnified or receives a recovery under this Article 9 exceeds $50,000 (the “Basket”). If the aggregate amount of such Losses exceeds the Basket, then Purchasers shall, subject to the other limitations contained herein, be entitled to be indemnified for the same claims or amounts otherwise than pursuant entire amount of such Losses, without regard to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-Basket. (c) on account Except as set forth in this Section 9.3(c), the Sellers’ and the Shareholder’s indemnity obligations for Losses under this Article 9 shall be limited, in the aggregate, to the Purchase Price, as adjusted (the “Cap”) except in the case of fraud, intentional misrepresentation, intentional breach of representation or warranty or with respect to Section 4.4(a) hereof, which shall be unlimited. The sum of any violation amounts paid from the Escrowed Funds to Purchasers in connection with any Losses under this Article 9 shall be counted towards the Cap for the purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;this Article 9. (d) on account of Nothing in this Section 9.3 shall limit any violation of Section 10(b) of remedy any Purchaser may have against any Seller or the Securities Exchange Act of 1934, as amended (Shareholder for fraud committed by such Seller or the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulShareholder under applicable laws.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-; (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (bii) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action Indemnitee acted or failure failed to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Limits on Indemnification. Except (a) Notwithstanding any provision of this Agreement to the contrary, except as stated otherwise expressly provided in Paragraph 6this Section 8.6, the Eligible Company Holders shall have no liability to the Parent Indemnified Parties under the provisions of this Article VIII except with respect to, and to the extent of, their interests in the Escrow Fund. The limitation of liability set forth in the preceding sentence shall not apply to the liability of the Principal Stockholders for indemnification under Section 8.2 for Damages resulting from (i) fraud, gross negligence or willful misconduct by one or more of the Principal Stockholders, or of any Eligible Company Holders as to which fraud, gross negligence or willful misconduct the Principal Stockholders had Knowledge prior to the date of this Agreement, as to which there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction limit on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faithindemnification, or (ii) a misrepresentation or breach of or default or inaccuracy in the case representations or warranties in Sections 3.1, 3.2, 3.5, 3.6, 3.9, 3.20, 3.21, 3.22 and 3.23, as to which the aggregate liability of conduct Indemnitee's official capacity the Principal Stockholders shall be limited to that amount which is equal to the cash portion of the final Merger Consideration. (b) With respect to any and all Damages as may be suffered or incurred by a Parent Indemnified Party at any time arising out of or related to any misrepresentation or breach of or default or inaccuracy in any of the representations or warranties of the Company or the Principal Stockholders contained in Section 3.8 or Section 3.11 of this Agreement, such Parent Indemnified Party shall submit a claim for recovery under the Special Indemnity Insurance (a “Special Insurance Claim”) and use commercially reasonable efforts to recover fully for such Damages from the insurer under the Special Indemnity Insurance in accordance with the Company, not in terms thereof.. Such Parent Indemnified Party shall also submit a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) Parent Claim Notice with respect to any criminal Actionsuch Damages. To the extent, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction made such efforts, such Damages shall not be recovered fully from the insurer, and in the matter event that the Damages subject to such Special Insurance Claim and the Parent Claim Notice exceed the sum of $225,000 (the “Special Basket”), then all such unrecovered amounts shall determine that such indemnification is not lawfulbe recoverable against the Escrow Fund, to the extent thereof, subject to and in accordance with this Article VIII.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) The right to indemnification, reimbursement or other remedy based upon the representations, warranties, covenants and obligations contained in this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, or if the Closing occurs with such knowledge, with respect to the extent that payment for the same claims accuracy or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain inaccuracy of or compliance with any such paymentrepresentation, warranty, covenant or obligation; it being agreed that such representations, warranties, covenants and obligations are intended to reflect a negotiated allocation of risk between the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply;parties. (b) Notwithstanding anything to the extent that contrary contained in this Agreement: (i) the Indemnitee is indemnified or receives a recovery Sellers shall not be liable to any Purchaser Indemnified Party for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on claim for indemnification pursuant to this subparagraph Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Sellers equals or exceeds $200,000, in which case the Sellers shall be liable only for the Losses in excess of such amount; and (bii) the maximum aggregate amount of indemnifiable Losses which may be recovered by the Purchaser Indemnified Parties pursuant to Section 11.2(a) shall no longer apply; -4-be an amount equal to $4,250,000, provided, that the limitations in (i) and (ii) shall not apply to any inaccuracy in or breach of Section 4.18 or a Fundamental Representation. (c) on account For all purposes of this Article XI, “Losses” shall be net of any violation of Section 16(b) of insurance or other recoveries actually received by the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, Indemnified Party or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company its Affiliates in connection with any transaction on the event or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid fact giving rise to the Indemnitee right of indemnification; provided that is held by neither the Indemnified Party nor any court in a final judgment of its Affiliates shall be obligated to have been illegal seek any insurance or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulrecoveries.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to From and after the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such paymentClosing, the restriction on indemnification pursuant Seller Parties will not have any obligation to this subparagraph indemnify Purchaser Indemnitees with respect to any Indemnifiable Losses arising under Section 11.2(a)(i) until Purchaser Indemnitees shall first have suffered such aggregate Indemnifiable Losses in excess of $50,000 (athe “Basket”) shall no longer apply;(at which point the Seller Parties will be obligated to indemnify Purchaser Indemnitees for all such Indemnifiable Losses). (b) Prior to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recoveryClosing, the restriction on indemnification pursuant limitations set forth in Section 11.3(a) and Section 11.4 shall not apply to any breaches by the Company or Seller of the representations, warranties or covenants contained in this subparagraph (b) shall no longer apply; -4-Agreement or in the documents and agreements contemplated hereby. (c) on account The liability of any violation of Section 16(b) Person under Article 11 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 Securities Exchange Act provisions set forth in this Agreement, including but not limited to the provisions set forth in Section 11.3, shall be deemed a waiver by any Person to this Agreement of 1934any right or remedy which such Person may have at law or equity based on any other Person’s fraudulent acts or omissions, as amendednor shall any such provisions limit, or be deemed to limit, (a) the amounts of recovery sought or awarded in any such claim for fraud, (b) the time period during which a claim for fraud may be brought, or (c) 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 rules promulgated thereunder;remedies at law or equity, the parties hereto further acknowledge and agree that none of the provisions of this Section 11.3(c), nor any reference to this Section 11.3(c) 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 limited to, defenses of statutes of limitations or limitations of damages. (d) on account of any violation of Section 10(b) Effective as of the Securities Exchange Act Closing, the Seller Parties hereby waive and release any and all rights that it may have under this Agreement or any other document contemplated by this Agreement to assert claims of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about contribution against the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company;. (e) with respect For purposes of determining whether any representation or warranty has been breached for purposes of this Article 11, each representation and warranty contained in this Agreement for which indemnification can be or is sought hereunder shall be read without regard to any transaction from which the Indemnitee derived an improper personal benefit to which he materiality (including Company Material Adverse Effect or she is not legally entitled; (fPurchaser Material Adverse Effect) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulqualifications contained therein.

Limits on Indemnification. Except as stated (a) Notwithstanding anything to the contrary contained in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (ai) the maximum aggregate amount of indemnifiable Losses that may be recovered from Coeur Mining (on behalf of the Sellers) by Buyer Indemnified Parties pursuant to Section 9.2(a) shall be $1,500,000 (the “Cap”); provided, that the Cap shall not be applicable in respect of any breach of a Company/Seller Fundamental Representation and provided further that in no event shall the aggregate amount of indemnifiable Losses that may be recovered from Coeur Mining by Buyer Indemnified Parties under this Article IX exceed the sum of (x) the Closing Cash Consideration and (y) the amount that Buyer 1 and Buyer 2 have paid Coeur in accordance with the Notes; (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered from ASM Parent (on behalf of the Buyer Parties) by Seller Indemnified Parties pursuant to Section 9.3(a) shall be equal to the Cap; provided, that the Cap shall not be applicable in respect of any breach of a Buyer Parties Fundamental Representation and provided further that in no event shall the aggregate amount of indemnifiable Losses that may be recovered from ASM Parent by Seller Indemnified Parties under this Article IX exceed the Closing Cash Consideration; (iii) other than with respect to any Losses to the extent arising out of or resulting from any breach of any Company/Seller Fundamental Representation, Coeur Mining shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 9.2(a) unless and until the aggregate amount of indemnifiable Losses that payment may be recovered from Coeur Mining equals or exceeds an amount equal to $200,000 (the “Deductible Amount”), in which case Coeur Mining shall be liable only for the same claims or amounts are actually made to Losses in excess of the Indemnitee under a valid and collectible insurance policyDeductible Amount; provided, howeverthat no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by Coeur Mining or shall be included in calculating the aggregate Losses for purposes of this clause (iii) other than Losses in excess of $25,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, that if it should subsequently events or circumstances; (iv) other than with respect to any Losses to the extent arising out of or resulting from any breach of any Buyer Parties Fundamental Representation, ASM Parent shall not be determined that the Indemnitee is not legally entitled liable to retain any such payment, the restriction on Seller Indemnified Party 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 ASM Parent equals or exceeds an amount equal to the Deductible Amount, in which case ASM Parent shall be liable only for the Losses in excess of the Deductible Amount; provided, that no Losses may be claimed by any Seller Indemnified Party or shall be reimbursable by ASM Parent or shall be included in calculating the aggregate Losses for purposes of this subparagraph clause (aiv) 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; (v) Neither Coeur Mining nor ASM Parent 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 breach or alleged breach of this Agreement and, in particular, no longer apply;“multiple of profits” or “multiple of cash flow” or other valuation methodology will be used in calculating the amount of any Losses; regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and (vi) 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 or incurred. (b) Each Indemnified Party will seek full recovery of all amounts under any insurance, indemnity, reimbursement arrangement, contract or other methods of recovery available to such Indemnified Party or its Affiliates in connection with the facts giving rise to any Losses (each, an “Alternative Recovery”) to the same extent as such Indemnified Party would if such Loss were not subject to indemnification hereunder. 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. Without limitation to the foregoing provisions of this Section 9.5(b), no Buyer Indemnified Party shall have any right to assert any claims under this Article IX with respect to any Losses that would have been covered by any Alternative Recovery had such Buyer Indemnified Party maintained for the benefit of the Acquired Companies (or caused the Acquired Companies to maintain) the same insurance coverage or other rights following the Closing that was in effect for Acquired Companies immediately prior to the Closing. In the event that the Indemnitee is indemnified or Indemnified Party receives a recovery for the same claims or amounts otherwise than of any amount pursuant to this Indemnification Agreement; provided, however, that if an Alternative Recovery for which it should subsequently be determined that has already been indemnified by the Indemnitee is not legally entitled to retain any such recoveryIndemnifying Party hereunder, the restriction on indemnification pursuant Indemnified Party will promptly refund an equal amount to this subparagraph (b) shall no longer apply; -4-the Indemnifying Party. (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated The parties shall cooperate with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, each other than as part of a securities offering by the Company; (e) with respect to resolving any transaction from claim, liability or Loss for which indemnification may be required hereunder, including by making, or causing the Indemnitee derived an improper personal benefit applicable Indemnified Party to which he make, all reasonable efforts to mitigate any such claim, liability or she is not legally entitled; (f) for Loss. In the return of any remuneration paid event that a party shall fail to make such reasonable efforts, then notwithstanding anything else to the Indemnitee contrary contained herein, the other party shall not be required to indemnify any Person for any claim, liability or Loss that is held by any court in a final judgment could reasonably be expected to have been illegal avoided if such efforts had been made. Without limiting the generality of the foregoing, the parties shall, or improper; (g) 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 that the Indemnitee's action or failure as they would if such Loss were not subject to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulhereunder.

Limits on Indemnification. Except Notwithstanding any provision in this Agreement to the contrary, any claims an Indemnified Party makes under this Article VI will be limited as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreementfollows: (a) 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 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 extent dollar amount equal to the number of Merger Shares multiplied by the Parent Share Price. The parties acknowledge and agree that payment any indemnifiable Losses arising under this (b) With respect to claims and liability of Parent, if any, under Section 6.03: (i) Except for Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the dollar amount equal to the number of Indemnity Shares multiplied by the Parent Share Price. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the aggregate dollar amount of the number of Merger Shares multiplied by the Parent Share Price. (c) Notwithstanding anything to the contrary contained herein, the Parent Indemnified Parties shall not be entitled to indemnification for Losses under Section 6.02(a) 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 dollar amount equal to USD$643,299 (the “Deductible”), and then the Parent Indemnified Parties shall be entitled to indemnification for the same claims or amounts are actually made amount of all such Losses in excess of the Deductible subject to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently limitation provided for in Section 6.04(a). The Company Indemnified Parties shall not be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph Article VI (aexcept for claims based on fraud, willful misconduct or intentional misrepresentation, 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 no longer apply; (b) be entitled to indemnification for the amount of all such Losses in excess of the Deductible subject to the extent that the Indemnitee is indemnified or receives a recovery limitation provided for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of in Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;6.04(b). (d) on account For purposes of any violation of Section 10(b) this Article VI, the representations and warranties of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Company and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with Stockholders shall not be deemed qualified by any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect references to any transaction from which the Indemnitee derived an improper personal benefit to which he materiality, Company Material Adverse Effect or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be other similar qualification contained in or not opposed otherwise applicable to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, such representation or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulwarranty.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) The right of Purchaser to be indemnified pursuant to Section 9.2 shall be the extent sole and exclusive remedy with respect to any Loss of whatever kind and nature, in law, equity or otherwise, known or unknown, which Purchaser have now or may have in the future, including without limitation, any Losses attributable to any inaccuracy or breach of any representation or warranty to Purchaser at or prior to Closing, or any failure to perform the covenants, agreements or undertakings contained in this Agreement, any Disclosure Schedule or certificate delivered pursuant hereto or any agreement or other document contemplated hereby, other than as a result of actual fraud by any Seller, and except as otherwise provided herein. The Parties acknowledge that payment for (A) except as expressly provided in Article 4, Sellers have not made and are not making any representations, warranties or commitments whatsoever regarding the same claims subject matter of this Agreement, express or amounts are actually made to the Indemnitee under a valid implied, and collectible insurance policy; provided(B) except as expressly provided in Article 4, however, that if it should subsequently be determined that the Indemnitee Purchaser is not legally entitled to retain relying and has not relied on, any such paymentrepresentations, warranties, projections, assumptions or commitments whatsoever regarding the restriction on indemnification pursuant to subject matter of this subparagraph (a) shall no longer apply;Agreement, express or implied. (b) Without limiting the effect of any other limitation contained in this Section 9.3, the indemnification provided for in this Article 9 shall not apply, and Purchaser shall not be entitled to exercise any indemnification rights under this Agreement, except to the extent that the Indemnitee is aggregate amount of the Losses against which Purchaser would otherwise be entitled to be indemnified or receives a recovery under this Article 9 exceeds $100,000 (the “Basket”). If the aggregate amount of such Losses exceeds the Basket, then Purchaser shall, subject to the other limitations contained herein, be entitled to be indemnified for the same claims or amounts otherwise than pursuant entire amount of such Losses subject to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled Cap without regard to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-Basket. (c) on account Except as set forth in this Section 9.3(c), Sellers’ indemnity obligations for Losses under this Article 9 shall be limited, in the aggregate, to 100% of the Purchase Price, as adjusted (the “Cap”), except in the case of fraud, intentional misrepresentation, intentional breach of representation or warranty or with respect to Section 4.4(a) hereof, which shall be unlimited. The sum of any violation amounts paid from the Escrowed Funds to Purchaser in connection with any Losses under this Article 9 shall be counted towards the Cap for the purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;this Article 9. (d) on account of Nothing in this Section 9.3 shall limit any violation of Section 10(b) of remedy any Purchaser may have against any Seller for fraud committed by such Seller or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulShareholder under applicable laws.

Limits on Indemnification. (a) Except with respect to claims for equitable remedies, claims by any party hereto based on fraud, or claims relating to Tax Matters (Section 4.6 and Article XIII), following the Closing Date, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in Sections 12.2(i) or 12.3(i), as stated appropriate, in Paragraph 6excess of fifteen percent (15%) of the Initial Purchase Price, there as adjusted pursuant to Section 3.4 hereof, and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in Sections 12.2(i) or 12.3(i), as appropriate, except for claims relating to Tax Matters (Section 4.6 and Article XIII) until the total amount of resulting Losses exceeds three-fourths percent (0.75%) of the Initial Purchase Price, as adjusted pursuant to Section 3.4 hereof (the “Threshold Amount”), after which time the Indemnitor shall be no indemnification liable only for the amount of Losses in excess of the Threshold Amount; provided, that none of the foregoing limitations shall apply to Losses arising out of or relating to the untruth or breach of any representation or warranty made in any Core Representation or to any representation or warranty in the event of fraud. The amount of any Losses indemnifiable by either party pursuant to this Indemnification Agreement: Article XII shall be adjusted to reflect the value of any insurance proceeds actually received (anet of any deductibles, retention or self-insurance) to the extent that payment for the same claims or amounts are actually made to by the Indemnitee under a valid and collectible insurance policyor its successors or assigns in respect of such Losses; provided, however, that if it should subsequently be determined that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to an Indemnitee with respect to such Losses, the Indemnitee is not legally entitled shall pay to retain any such payment, party the restriction on indemnification amount of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). If an Indemnifiable Claim can be asserted pursuant to this subparagraph (a) shall no longer apply; (b) to more than one clause of Section 12.2 or 12.3, as applicable, then the extent that applicable Indemnitee can elect the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than clause pursuant to this Indemnification Agreementwhich 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. Claims for Losses made pursuant to (a) Sections 12.2(i) and 12.3(i) may be made at any time prior to the Expiration Date, (b) Section 12.2(iii) may be made at any time prior to the First Special Indemnity Expiration Date, (c) Section 12.2(iv) may be made at any time prior to the Second Special Indemnity Expiration Date and (d) Sections 12.2(ii), 12.3(ii), 12.3(iii) and 12.3(iv) may be made indefinitely. (b) Except for Buyer’s obligation to pay the Total Consideration with respect to Buyer if it should subsequently be determined that the Indemnitee is not legally entitled Closing occurs, notwithstanding anything contained in this Agreement to retain any such recoverythe contrary, in no event shall the restriction on indemnification total recovery of a party for Losses incurred in connection with the transactions contemplated hereby exceed the Total Consideration actually paid by Buyer pursuant to this subparagraph (b) shall no longer applyAgreement if the Closing occurs; -4- (c) on account of any violation of Section 16(b) provided, that the total recovery of the Securities Exchange Act Buyer Indemnitees for Losses incurred as a result of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) Section 12.2(iii) shall not exceed $100,000,000 in the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or aggregate and (ii) Section 12.2(iv) shall not exceed $55,000,000 in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulaggregate.