Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder no Indemnifying PersonsParty shall be liable for any claim for indemnification pursuant to Section 9.2(a)(i), Section 9.2(b)(i), Section 9.2(c) and Section 9.2(d), as the Company case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties and equals or exceeds $547,500 (the Company Preferred Shareholder “Basket Amount”), in which case the Indemnifying Parties shall only be liable for the amount of such Losses in excess of the Basket Amount; (b) an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i9.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified PersonsBasket Amount, in which case the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall only be entitled to indemnification liable for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars the Basket Amount; (c) the maximum aggregate amount of indemnifiable Losses which may be recovered from all Indemnifying Parties pursuant to Section 9.2(a)(i) and (ii) (in respect of any covenant or agreement requiring performance at or prior to the Closing), Section 9.2(b)(i) and (ii) (in respect of any covenant or agreement requiring performance at or prior to the Closing), Section 9.2(c) and Section 9.2(d), as the case may be, shall be an amount equal to $2000547,500; (d) resulting the maximum aggregate amount of indemnifiable Losses which may be recovered from a single claim Indemnifying Parties pursuant to Section 9.3(a) and Section 9.3(b) (in respect of any covenant or series of related claims arising out of agreement requiring performance at or prior to the same factsClosing), events or circumstancesshall be an amount equal to $2,700,000; and (iiie) in no event the Sellers shall not be obligated to indemnify the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) Buyer or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and Person with respect to any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages Loss to the extent actually awarded by that a court specific accrual or reserve for the amount of competent jurisdiction and paid to a third party such Loss was taken into account in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after calculating the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursementsNet Adjustment Amount; provided, that nothing herein (i) the foregoing clauses (a) and (b) shall require not apply to Losses arising out of or relating to the breach or inaccuracy of any Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall takeFundamental Representation, and cause its Affiliates (ii) the foregoing clauses (a), (b), (c) and (d) shall not apply to take, all reasonable steps to mitigate any Loss upon becoming aware Losses in the event of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such LossFraud.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsSeller’s liability in respect of any Loss for which it is obligated to indemnify a Buyer Indemnified Party under Section 9.2 shall be satisfied by way of the Buyer (i) setting-off against and deducting any amounts from the Deferred Consideration Payment to be made to the Seller under the terms of this Agreement, and/or (ii) cancelling Seed Consideration Shares held by the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification Seller pursuant to Section 8.2(a). 8.2(b9.3(g), or 8.2(cand/or (iii) respectively, (i) unless and until the aggregate amount of solely with respect to any indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iiirelating to any matter for which indemnification may be sought under Section 9.2(c)(iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(aor Section 9.2(j), 8.2(b) or 8.2(c)reclaiming any portion of the Upfront Cash Consideration and the Deferred Consideration Payment, as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant subject in each case to the causes set forth in Sections 8.2(a),8.2(b) Loss being determined either by written agreement between the Buyer and the Seller’s Representatives or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction (in accordance with Section 10.4) as a Loss for which the Seller is liable to indemnify the Buyer under the terms of this Agreement. A Buyer Indemnified Party shall have no other recourse against the Seller in respect of any and paid all Losses for which it is entitled to indemnification from the Seller under Section 9.2, and the Buyer or its Affiliates or any other Buyer Indemnified Party shall have no other recourse against the Seller for any other claims of any nature whatsoever under or in connection with this Agreement, other than as set forth in this Section 9.3(a) except, in the case of fraud or willful concealment by the Seller. (b) With respect to any indemnifiable Losses arising out of or relating to any matter for which indemnification may be sought under Section 9.2, other than Section 9.2(c), the Seller shall be severally, but not jointly, with the Previous Sellers, liable for a third party portion of such Loss equal to the product of (i) the aggregate amount of such Loss, multiplied by (ii) the Seller’s Pro Rata Percentage. With respect to any indemnifiable Losses arising out of or relating to any matter for which indemnification may be sought under Section 9.2(c), the Seller shall be liable for 100% of such Loss. Except for the Seller’s liability for its own commission of fraud or willful concealment in its capacity as the Seller and not as an employee or agent of the Company (in which case the only indemnity available is indemnification by such fraudulent Seller), the aggregate liability of the Seller under Section 9.2 shall not exceed the amount that is the sum of: (A) the amount equal to the value of the Seed Share Consideration received by the Seller, together with (B) 100% of any Deferred Consideration Payments received by the Seller subject to Section 9.3(c). Notwithstanding any other provision of this Agreement, in no event will the Seller be liable for any other Previous Seller’s breach of such other Previous Seller’s representations, warranties, covenants, or agreements contained in any agreement relating to the sale of shares in the capital of the Company to the Buyer, or for fraud, intentional breach or willful misconduct committed by any other Previous Seller in its capacity as a Third Party Claimseller of shares in the capital of the Company to the Buyer and not as an employee or agent of the Company. (c) No investigation by With respect to any indemnifiable Losses arising out of or relating to any matter for which indemnification may be sought under Section 9.2(a) the aggregate amount of all Losses for which the Seller shall be liable shall not exceed in aggregate an Indemnified Partyamount equal to 10% of the value of the Seed Share Consideration issued to it at the Closing calculated on the basis of the Per Share Value, and 10% of any Deferred Consideration Payment paid or payable to the Seller except to the extent such Losses arise out of any breach or violation of, or knowledge by inaccuracy in, any of the Fundamental Representations (in which case the limits in Section 9.2(b) apply). Notwithstanding anything to the contrary set forth above, in the event of there being an Indemnified Party or its representatives indemnifiable Loss in respect of a breach of any of the representations or warranties set forth in Section 5.12 of this Agreement, the Seller’s liability shall be limited to 10% of the value of the Seed Share Consideration held by it calculated on the basis of the Per Share Value and 10% of any Deferred Consideration Payment paid or payable to it. (d) With respect to any indemnifiable Losses arising out of or relating to any matter for which indemnification may be sought under Section 9.2(j), (i) the aggregate amount of all Losses for which the Seller shall be liable shall not exceed the amount that is the sum of: (A) the amount equal to the value of the Seed Share Consideration received by the Seller, plus (B) 100% of any Deferred Consideration Payments received by the Seller subject to Section 9.3(c), plus (C) 100% of any Upfront Cash Consideration received by the Seller at Closing, and (ii) the first course of recourse for the Buyer to satisfy any such Losses shall be the cancellation of Seed Consideration Shares held by the Seller pursuant to Section 9.3(g), and only after all Seed Consideration Shares held by the Seller have been cancelled shall the Buyer be permitted to reclaim any cash amounts previously paid to the Seller(s) (including any portion of the Upfront Cash Consideration and the Deferred Consideration Payment). For the avoidance of doubt, the liability of a Seller who has committed any fraud or willful concealment by or on behalf of the Company shall not be limited by this Section 9.3(d). (e) The Seller shall have no liability in respect of a Loss arising out of Section 9.2(a) (and for this purpose, the Loss shall be deemed to be 100% of the Loss and not based on the percentage of Sale Shares that are being acquired by the Buyer under this Agreement): (i) unless the Loss (together which any Losses that are connected) exceeds US$[***]; and (ii) until the aggregate amount of all Losses other than those excluded by (i), exceeds US$[***], after which the Seller shall be liable for its Pro Rata Percentage of all amounts of such Loss from dollar one, other than those excluded by the foregoing clause (i). (f) A Buyer Indemnified Party may only recover once in respect of the same Loss for which indemnification may be sought under Section 9.2 or under any other term of this Agreement. (g) In the event that the Seller is obligated to indemnify any Buyer Indemnified Party for any Losses pursuant to this ARTICLE 9 the Buyer shall, pursuant to (a) be permitted to cancel for no consideration a number of Seed Consideration Shares issued to the Seller equal to (i) the aggregate amount of such Loss for which the Seller is liable, divided by (ii) the Per Share Value. Upon any such cancellation of shares of Buyer A Preferred Stock comprising the Seed Consideration Shares under this Section 9.3(g), Buyer shall deliver written notice to the Seller setting forth the amount of such Loss and the number of shares of Buyer A Preferred Stock to be cancelled and shall reflect such cancellation (and reissue, as applicable) in book entry form in the Buyer’s electronic stock ledger. In furtherance of any exercise by the Buyer of its right to cancel shares of Buyer A Preferred Stock under this Section 9.3(g), the Seller hereby appoints the Buyer’s chief executive officer as its attorney-in-fact to take such action as is reasonably necessary to cause cancellation of the shares of Buyer A Preferred Stock comprising the Seed Share Consideration issued to the Seller in accordance with this Agreement. (h) Other than those matters expressly disclosed in the Disclosure Letter or deemed to have been disclosed in accordance with the terms of the Disclosure Letter, the right of Buyer to indemnification pursuant to Section 9.2 will not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to any accuracy of any representation or warranty, or performance of or compliance with any covenant or agreement herein; provided that nothing in this Section 9.3(h) shall limit the right of the Buyer to indemnification pursuant to Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(i) in respect of income tax, employee and employer national insurance contributions and the apprenticeship levy and associated interest and/or penalties. (i) For purposes of determining the amount of Losses arising from a breach of or inaccuracy in any representation or warranty of the Parties to this Agreement (but not for purposes of determining whether any such breach or inaccuracy occurred), limitations or qualifications as to dollar amount, materiality or Material Adverse Change (or similar concept) set forth in such representation, warranty, covenant or agreement obligation shall be disregarded (other than the representation and warranty of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIIICompany set forth in Section 5.7). (dj) Any Losses recoverable hereunder shall be reduced in amount computed net of payments actually recovered by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any the Buyer Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each policy with respect to such Losses and net of any Tax benefit actually received in the applicable accounting period by the Buyer Indemnified Party shall takeParty, but, in each case, net of any deductible or co-payment and cause its Affiliates to take, all reasonable steps collection costs and expenses (including, for the avoidance of doubt, Taxes) related to such recoveries. The Buyer Indemnified Parties shall use commercially reasonable efforts to mitigate any Loss upon their Losses to the extent required by Law after becoming aware of any event or circumstance that which would reasonably be reasonably expected to, or does, to give rise theretoto any Losses; provided, including incurring costs only that no Buyer Indemnified Party shall be required to initiate or pursue any litigation or arbitration claim; and provided further, (i) that in respect of Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(i), the extent reasonably necessary Buyer shall not be required to remedy use commercially reasonable efforts to mitigate Losses where such efforts could harm employment relationships in the breach that gives rise to reasonable view of the Buyer and (ii) that, where the Buyer does not so consider such Lossefforts could harm employment relationships, the Buyer shall seek recovery of any employment Tax liability from the applicable employee at the same time as claiming indemnification under Section 9.2.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsExcept with respect to claims for equitable remedies, claims by any party hereto based on actual fraud with intent to deceive in the Company Indemnifying Parties making of the representations and warranties in this Agreement (“fraud”), or claims relating to Tax Matters (Section 4.6 and Article XIII), following the Company Preferred Shareholder Indemnifying Party (eachClosing Date, no Indemnitor shall have an “Indemnifying Party”) shall not be liable indemnification obligation for any claim amount for indemnification Losses arising out of or resulting from the causes enumerated in Sections 12.2(i) or 12.3(i), as appropriate, in excess of fifteen percent (15%) of the Total Consideration, as adjusted pursuant to Section 8.2(a). 8.2(b3.4 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), or 8.2(cas appropriate, except for claims relating to Tax Matters (Section 4.6 and Article XIII) respectively, (i) unless and until the aggregate total amount of indemnifiable resulting Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars three-fourths percent ($20,0000.75%) whereupon of the Shareholder Indemnified PersonsTotal Consideration, as adjusted pursuant to Section 3.4 hereof (the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyThreshold Amount”), respectively, after which time the Indemnitor shall be entitled to indemnification liable only for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims the Threshold Amount; provided, that the foregoing limitations shall not 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 Article XII shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, 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 shall pay to such party the 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 more than one clause of Section 12.2 or 12.3, as applicable, then the applicable Indemnitee can elect the clause pursuant to which to assert such claim; provided, however, that an Indemnitee cannot be compensated for the same factsLoss more than once and all Losses shall be calculated net of any actual recovery of an Indemnitee. For each Indemnifiable Claim, events or circumstances; 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 and (iiib) Sections 12.2(ii), 12.3(ii) and 12.3(iii) may be made indefinitely. (b) Except for Buyer’s obligation to pay the Total Consideration with respect to Buyer, notwithstanding anything contained in this Agreement to the contrary, in no event shall the aggregate indemnification total recovery of a party for Losses incurred in connection with the transactions contemplated hereby exceed the Total Consideration actually paid by an Indemnifying Party Buyer pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Seller Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party Parties (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). ) or 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Five Thousand dollars ($20,0005,000) whereupon the Shareholder Indemnified Persons, the Company Seller Indemnified Parties and the Company Preferred Shareholder Indemnifying Party Indemnified Parties (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in In no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, for a breach of the representations taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth Section 8.2 in Sections 8.2(a),8.2(b) or 8.2(c), as applicablerespect of breaches of any representations, exceed One Million Dollars one million and eight hundred thousand dollars ($1,000,0001,800,000). The shares Payments pursuant to Section 8.2 in respect of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) any Loss shall be limited to the sole source from which amount of any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (liability or cash in lieu thereofdamage that remains after deducting therefrom any insurance proceeds and any indemnity, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover contribution or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue payment received or income, loss of business reputation or opportunity), except for any such damages reasonably expected to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge be received by an Indemnified Party or its representatives in respect of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each claim. The Indemnified Party shall take, and cause its Affiliates their respective Representatives to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent reasonably necessary to remedy the breach that gives rise to such Loss; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNo claim may be asserted nor may any Action be commenced against either party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by such party describing in reasonable detail the Company Indemnifying Parties facts and circumstances with respect to the Company Preferred Shareholder subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b9.02(i) or Section 9.03(i), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 2,865,000, after which the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable only for the full amount those Losses in excess of such Losses, amount; (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), 9.02 or 8.2(c), respectively, Section 9.03 by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate losses Losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) 35,000 resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(bSection 9.02(i) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying PartySection 9.03(i) shall be the sole source from which an amount equal to $85,950,000; and (iv) neither party hereto shall have any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party liability under any provision of this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (Agreement or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim Ancillary Agreement for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, special or indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, or loss of business reputation or opportunity)opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement, except for any such damages unless and to the extent actually awarded by a court of competent jurisdiction and paid that such party is required to pay any such punitive, incidental, consequential, special or indirect damages to a third party party. Notwithstanding anything in a Third Party Claimthis Section 9.04(b) to the contrary, the limitations set forth in Sections 9.04(b)(i) and (iii) hereof shall not apply to Losses which may be recovered from the Seller arising out of or resulting from the breach of Sections 3.03 (Capitalization; Ownership of Shares) or 3.15 (Taxes) hereof. (c) No investigation For all purposes of this Article IX, “Losses” shall be net of (i) any insurance or other recoveries actually received by an Indemnified Party, or knowledge by an the Indemnified Party or its representatives Affiliates in connection with the facts giving rise to the right of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at indemnification and (ii) any time after the date of this Agreement, shall affect the recourse Tax benefit available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party its Affiliates arising in connection with the accrual, incurrence or payment of any such LossesLosses (including the net present value of any Tax benefit arising in subsequent taxable years, calculated using a discount rate equal to the long-term applicable federal rate determined under Code Section 1274(d) for the month in which the indemnification event occurs and assuming the highest applicable combined statutory rate of Tax then in effect). In computing the Tax benefit so available, it shall be assumed that all losses, credits, deductions and other Tax attributes of the Indemnified Party and its Affiliates other than those arising from Losses indemnified against pursuant to Article IX of this Agreement shall use reasonable and diligent efforts be applied to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any reduce the Tax liability of the Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate before any deduction or other Tax benefit from the Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Lossis so applied.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNotwithstanding anything to the contrary contained in this Agreement: (i) no Party shall be liable for any indirect, special, incidental, exemplary, punitive or consequential Losses or for any lost profits; (ii) no indemnification shall arise under this Agreement for any breach or Third Party Claim which results from or is increased wholly or partly as a result of any change in applicable Laws (including Environmental Laws) after the Company Indemnifying Parties and the Company Preferred Shareholder Closing Date; (iii) an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)9.02(a)(i) (except with respect to Sections 3.01, or 8.2(c3.02, 3.03 and 3.21) respectivelyof this Agreement, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 16,110,000, in which case the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party shall be liable only for those Losses in excess of $16,110,000 (each, an the “Indemnified PartyDeductible Amount”), respectively, shall be entitled to indemnification for the full amount of such Losses, ; (iiiv) no Losses may be claimed under Section 9.02(a)(i) (except with respect to Sections 3.01, 3.02, 3.03 and 3.21) of this Section 8.2(a). 8.2(b), or 8.2(c), respectively, Agreement by an Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in calculating the aggregate losses Losses set forth in clause (iiii) above other than Losses in excess of Two Thousand Dollars ($2000) US100,000 resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; and (iiiv) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying PartySection 9.02(a)(i) shall be an amount equal to $80,550,000; and (vi) with respect to contingent or unquantifiable Losses, no payment will be due by any Indemnifying Party unless and until the sole source from which any Indemnified Party relevant Losses cease to be contingent or may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIquantified. (b) In no event No Party shall have any Indemnified Party be entitled to recover or make a claim liability under any provision of this Agreement for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded that such Losses relate to, wholly or partly, or are increased in any way as a result of actions, omissions or failure to mitigate by a court the other Party or its Affiliates, officers, directors, employees and agents. Each Party shall take and shall cause to be taken all steps necessary to mitigate all such Losses immediately after becoming aware of competent jurisdiction and paid any event that could reasonably be expected to a third party in a Third Party Claimgive rise to such Losses. (c) No investigation The computation of the Losses pursuant to this Article IX shall be made after deducting therefrom (i) any Tax benefit actually realized (or that is expected to be actually realized) by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIIIwithin 24 months of the end of the Tax year in which the indemnified Loss is incurred or paid, as applicable, and assuming that the deduction relating to such Tax benefit is the last item of deduction used by the Indemnified Party (ii) any insurance proceeds and any indemnity, contribution or other similar payment ultimately recovered by the Indemnified Party from any third party with respect thereto, and (iii) the amount of the reserves provided or taken into account therefor in the closing statements. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the An Indemnified Party shall use reasonable and diligent efforts be deemed to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only have “actually realized” a Tax benefit to the extent reasonably necessary that the amount of Taxes payable by such Indemnified Party is reduced below the amount of Taxes that such Indemnified Party would be required to remedy pay but for the breach that gives rise to incurrence or payment of such Lossindemnified amount.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNo amount shall be payable by Clorox Parent pursuant to Section 8.2(a)(i), unless (i) the Company Indemnifying Parties amount of Loss related to any individual item exceeds $100,000 (and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) such items shall not be liable aggregated for any claim for indemnification pursuant to Section 8.2(athe purposes of clause (ii). 8.2(b), or 8.2(c; and (ii) respectively, (i) unless and until the aggregate amount of Losses indemnifiable by Clorox Parent under Section 8.2(a)(i) exceeds an amount equal to $7,650,000 (and then only to the extent of such excess) (the “Deductible”); provided, that the limitations set forth in clauses (i) and (ii) shall not apply to claims based on fraud or the Excluded Representations; (b) The maximum amount of aggregate indemnifiable Losses which may be recovered from such Indemnifying Party equals Clorox Parent or exceeds Twenty Thousand dollars ($20,000its Affiliates pursuant to Section 8.2(a)(i) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, or (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating (including the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of Asset and Liability Transfer Agreements and the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying PartyEquity Transfer Agreements) shall be an amount equal to $38,250,000 (the sole source from which “Indemnification Cap”); provided that the Indemnification Cap shall not apply to claims based on fraud or the Excluded Representations; and provided, further, that the aggregate liability of Clorox Parent with respect to claims based on Section 8.2(a)(iii) or the Excluded Representations (together with any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party and all other claims arising under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at but excluding any claims arising under Section 8.3), shall be limited to an amount not to exceed the election amount of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified Purchase Price actually received by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party ClaimClorox Parent. (c) No investigation by an Indemnified PartyNotwithstanding anything to the contrary contained in this Agreement, neither Party shall be liable to the other Party for any indirect, special, punitive, exemplary or knowledge consequential loss or damage arising out of this Agreement; provided, however, that the foregoing shall not be construed to preclude recovery by an Indemnified Party or its representatives in respect of a breach of a representation, warranty, covenant or agreement of Losses directly incurred from Third Party Claims. The Parties shall mitigate their damages and failure to so mitigate Losses shall reduce Losses otherwise recoverable from an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available Party to the Indemnified Party under this Article VIIIextent attributable to such failure to mitigate. (d) Any Losses recoverable hereunder The amount of an Indemnifying Party’s liability under this Agreement shall be reduced in amount by net of any applicable insurance proceeds, indemnification payments, contribution payments or reimbursements actually proceeds (less any Taxes thereon) received by any Indemnified Party in connection with such Lossesby, and that would reduce the overall impact of the Losses upon, such Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policyParty. (e) Each To the extent curable, Clorox Parent shall have the opportunity to cure, for a period of thirty (30) days after receipt of a notice of breach from an Indemnified Party shall takereferenced in Section 8.2(a), and cause its Affiliates any claim for indemnification based upon a breach of the representation contained in Section 3.15(b) by Clorox Parent making available to takePurchaser any additional assets, all reasonable steps rights or properties that should have been conveyed pursuant to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected tothis Agreement but were not, or doesproviding additional services to Purchaser as required to fulfill the representation set forth in Section 3.15(b). If Clorox Parent fails to cure such breach of Section 3.15(b) in the cure period set forth in the preceding sentence or if such breach is not curable, give rise thereto, including incurring costs only to any of the extent reasonably necessary to remedy the breach that gives rise to such LossIndemnified Parties referenced in Section 8.2(a) shall have a claim for Losses under Section 8.2(a)(i).

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)9.02(a) or Section 9.03(a) (other than indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) 7.5 million, whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party shall not be liable for indemnification except to the extent that the aggregate amount of such Losses exceeds $7.5 million; (eachb) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 9.02(a) or Section 9.03(a) (other than indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, respectively) as the case may be, shall be an “Indemnified Party”)amount equal to 7.5% of the Purchase Price; (c) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 9.02(a) or Section 9.03(a) for indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, respectively, as the case may be, shall be entitled an amount equal to indemnification the Purchase Price; (d) an Indemnifying Party shall not be liable for the full amount of such Losses, (iiany Losses pursuant to Section 9.02(a) no Losses may be claimed under this or Section 8.2(a). 8.2(b9.03(a), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than for indemnifiable Losses in excess of Two Thousand Dollars ($2000) 50,000 resulting from a single claim or series of related aggregate claims arising out of from the same facts, events event or circumstances; and (iiie) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(b) Section 9.02 or 8.2(c)Section 9.03, as applicablethe case may be, exceed One Million Dollars ($1,000,000)shall be an amount equal to the Purchase Price. The shares Notwithstanding the foregoing, the provisions of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash this Section 9.04 shall not apply to indemnification in lieu thereof, at the election respect of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election obligations of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIparties pursuant to Section 5.10. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) no amount shall not be liable for any claim for indemnification payable pursuant to Section 8.2(a). 8.2(b), or 8.2(c10.2(a)(i) respectively, (iother than with respect to Fundamental Representations) unless and until the aggregate amount of all claims for Damages that are indemnifiable Losses pursuant to Section 10.2(a)(i) exceeds Two Million Dollars ($2,000,000), and then only for the amount by which such Damages exceed such threshold amount; (b) no amount shall be payable pursuant to Section 10.2(b)(i) until the aggregate amount of all claims for Damages that are indemnifiable pursuant to Section 10.2(b)(i) exceeds Two Million Dollars ($2,000,000), and then only for the amount by which such Damages exceed such threshold amount; (c) all amounts payable to the Parent Indemnified Parties pursuant to Section 6.9 and Section 10.2(a) shall first be paid out of the available Escrow Amount and after the Escrow Amount is exhausted, shall be paid by the Equity Holders, on a several (and not joint) basis (in accordance with each Equity Holder’s respective Pro Rata Share) and in accordance with the limitations contained herein; (d) the maximum aggregate amount of Damages for which indemnity may be recovered by the Parent Indemnified Parties from such Indemnifying Party equals or exceeds Twenty Thousand dollars the Equity Holders pursuant to Section 10.2(a) (other than with respect to Fundamental Representations) shall be Ten Million Dollars ($20,00010,000,000); (e) whereupon in no event shall any Equity Holder’s aggregate liability pursuant to this Agreement exceed such Equity Holder’s Pro Rata Share of the Shareholder Indemnified Persons, Aggregate Closing Consideration; (f) the Company maximum aggregate amount of Damages for which indemnity may be recovered by the Seller Indemnified Parties from Parent and Intermediate Corp pursuant to Section 10.2(b) (other than respect to Sections 5.1 (Organization and Good Standing), 5.2 (Authority and Enforceability), 5.3 (Non-Contravention), 5.6 (Brokers and Finders), 5.7 (No Financing Condition)) shall be Ten Million Dollars ($10,000,000); (g) the Company Preferred Shareholder Indemnifying amount of any Damages claimed by any Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto actually received by such Indemnified Party (eachit being agreed that, an “promptly after the realization of any such reductions of Damages pursuant hereto, such Indemnified Party”), respectively, Party shall be entitled to indemnification for remit the full amount of such Lossesreductions to the Indemnifying Party, up to the amount previously paid by the Indemnifying Party to Indemnified Party with respect to such Damages) less the costs incurred to collect such amounts and less the amount of any actual premium increases directly resulting therefrom; (iih) no Losses may an Indemnified Party shall not be claimed entitled under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating Agreement to multiple recovery for the aggregate losses set forth in clause same Damages; (i) above other than Losses in excess determining the amount of Two Thousand Dollars ($2000) indemnification due under this Agreement, all payments shall be reduced by any Tax benefit realized by the Indemnified Party on account of the underlying claim in the taxable period in which the Damages attributable to such underlying claims were incurred, and in computing the amount of any such Tax benefit, any item of loss, deduction or credit resulting from a single such underlying claim shall be treated as the last marginal item of loss, deduction or series credit recognized by the Indemnified Party; (j) if an Indemnified Party recovers Damages from an Indemnifying Party under this Agreement, the Indemnifying Party shall be subrogated, to the extent of related claims arising out of such recovery, to the same factsIndemnified Party’s rights against any third party, events or circumstanceswith respect to such recovered Damages, and the Indemnified Party shall reasonably cooperate in connection therewith; and and (iiik) in no event shall the aggregate indemnification actually paid amount of any Damages for which indemnity may be recovered by an Indemnifying Party the Parent Indemnified Parties pursuant to Sections 8.2(a)this Agreement include any costs or expenses of advisors retained to develop any strategy for or prepare or assist with any analysis of sales and use tax matters, 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and preparing for or bringing actions of the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policytype described in Section 6.9(b). (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNotwithstanding anything to the contrary contained in this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a), other than with respect to the Company Indemnifying Parties Tax Representations and the Company Preferred Shareholder Indemnifying Party Fundamental Representations, shall be $4,600,000 (eachthe “Cap”); (ii) other than with respect to the Tax Representations and the Fundamental Representations, an “Indemnifying Party”(A) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which that may be recovered from such Indemnifying Party the Seller with respect to all claims for indemnification equals or exceeds Twenty Thousand dollars $330,000 ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyDeductible Amount”), respectively, in which case the Seller shall be entitled to indemnification liable only for the full amount Losses in excess of such Losses, the Deductible Amount; and (iiB) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, by any Buyer Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate losses set forth in clause (iLosses for purposes of Section 8.2(a) above other than Losses in excess of Two Thousand Dollars $10,000 ($2000the “Minimum Loss Amount”) resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; and ; (iii) in no event the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a) with respect to any Tax Representation or any Fundamental Representation shall be the aggregate indemnification actually paid Purchase Price; (iv) each Indemnifying Party’s responsibility pursuant to Section 8.2(e) or Section 8.3(c) for any Indemnified Pre-Closing Environmental Liability shall be fifty percent (50%) of the amount of any Losses incurred by an the Indemnified Party (including any deductible amounts under any insurance policies that would otherwise be applicable to such Losses); provided that (A) the maximum amount the Indemnified Parties may recover from the Indemnifying Party pursuant to Sections 8.2(a), 8.2(bSection 8.2(e) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying PartySection 8.3(c) shall be the sole source Indemnified Pre-Closing Environmental Liability Cap; (B) nothing in this Section 8.5(a)(iv) shall limit the remedies under any other provision of Section 8.2 or Section 8.3; and (C) the Buyer shall not be obligated to indemnify any Seller Indemnified Party pursuant to Section 8.3(c) with respect to any Loss to the extent arising or resulting from, or to the extent that such Loss was increased by any action by, or failure to act of, the Seller or its Affiliates or Representatives during, the Seller’s ownership or operation of the Owned Real Property during the Seller Parent’s period of ownership of the Seller; (v) the Seller shall not be obligated to indemnify any Buyer Indemnified Party (A) pursuant to Section 8.2(a) with respect to any Loss for breach of any Environmental Representation or (B) pursuant to Section 8.2(e) with respect to any Loss arising from which any Indemnified Party may be indemnified Pre-Closing Environmental Liability, in each case to the extent that such Loss arises or results from or is increased by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (any action or cash in lieu thereof, at the election investigation of the ShareholderBuyer after the Closing, including any groundwater or soil sampling conducted after the Closing Date, except where such action or investigation is (1) required by applicable Law, a Governmental Authority or the landlord for any Leased Real Property; (2) reasonably necessary in order to avoid an Action threatened in writing by a Governmental Authority or other Person under any Environmental Law; or (3) reasonably necessary in order to prevent or mitigate an actual and substantial endangerment to human health or the environment; (vi) the Seller shall not be the sole source from which obligated to indemnify any Buyer Indemnified Party may pursuant to Section 8.2(a) with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was reflected on the Closing Statement, the Interim Financial Statements or the Financial Statements; (vii) the Seller shall not be indemnified by obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the Shareholder extent that the Buyer received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 2.9; and (viii) notwithstanding anything to the contrary in this Agreement, other than in respect of indemnification for a Third Party Claim and as an element of damages of such Third Party Claim, no party hereto shall have any liability under any provision of this Article VIIIAgreement 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. (b) In no event The amount of any and all Losses under this Article VIII shall be determined net of (i) any Tax benefit available to the applicable Indemnified Party be entitled to recover or make a claim for any amounts its Affiliates arising in respect ofconnection with the accrual, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect incurrence or exemplary damages, or for any diminution in value (including any changes measured as a multiple payment of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages Losses in the taxable year in which the indemnifiable Loss is incurred or the following taxable year, (ii) any insurance or other recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (less any out-of-pocket expenses incurred in collecting such amounts and less the net present value of any increase in premiums resulting from the claims that resulted in such recovery) and (iii) any insurance or other recoveries payable to the Indemnified Party or its Affiliates pursuant to the Title Policy. Each party hereby waives, to the extent actually awarded by a court of competent jurisdiction and paid permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to a third party in a Third Party Claimany indemnifiable Losses. (c) No investigation The Buyer and the Seller shall cooperate with each other with respect to resolving any claim, liability or Loss for which indemnification may be required hereunder, including by an Indemnified Partymaking, or knowledge by an causing the applicable Indemnified Party to make, all commercially reasonable efforts to mitigate any such claim, liability or its representatives of a breach of a representationLoss. In the event that the Buyer or the Seller shall fail to make such reasonable efforts, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available then notwithstanding anything else to the contrary contained herein, the other party shall not be required to indemnify any Person for any claim, liability or Loss that could reasonably be expected to have been avoided if such efforts had been made. Without limiting the foregoing, the Buyer and the Seller shall, or shall cause the applicable Indemnified Party to, use commercially reasonable efforts to seek full recovery under this Article VIIIall insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. (d) Any Losses recoverable hereunder indemnity with respect to Tax matters arising from the breach of a representation or warranty contained in Section 3.14 or a tax-related covenant shall be reduced limited to Taxes that are incurred in amount by insurance proceedsor attributable to any period, indemnification paymentsor any portion of any period, contribution payments ending on or reimbursements actually received by any Indemnified Party in connection with such Losses, and prior to the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policyClosing Date. (e) Each Solely with respect to claims for indemnification pursuant to Section 8.2(a) and Section 8.3(a), in calculating the amount of Losses with respect to a breach of any representations and warranties (but not in determining whether any representations or warranties have been breached), any limitation or qualification set forth in such representations and warranties as to “materiality,” “Material Adverse Effect,” “Buyer Material Adverse Effect” and words of similar import shall be disregarded. (f) Notwithstanding anything to the contrary herein, the rights and remedies of the Buyer Indemnified Parties shall not be limited by the fact that any Buyer Indemnified Party shall takehad actual or constructive knowledge (regardless of whether such knowledge was obtained through such Buyer Indemnified Party’s own investigation or through disclosure by the other Party, and cause its Affiliates to take, all reasonable steps to mitigate representatives or any Loss upon becoming aware other Person) of any breach, event or circumstance that would circumstance, whether before or after the execution and delivery of this Agreement or the Closing. (g) For the avoidance of doubt, any Losses arising from a breach of the covenants contained in Section 5.18 shall not be reasonably expected to, or does, give rise thereto, including incurring costs only subject to the extent reasonably necessary to remedy the breach that gives rise to such Losslimitations contained in Section 8.5(a)(i) through (vii).

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNo claim may be asserted nor may any Action be commenced against either party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by such party describing in reasonable detail the Company Indemnifying Parties facts and circumstances with respect to the Company Preferred Shareholder subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 9.01. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b9.02(a) or Section 9.03(a), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars $3,000,000 ($20,000) whereupon the Shareholder Indemnified Persons, the Company which shall include any amounts paid by any Purchaser Indemnified Parties and in connection with any of the Company Preferred Shareholder Third Party Claims referenced in Section 9.02(g)), after which the Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable only for the full amount those Losses in excess of such Losses, amount; (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), 9.02(a) or 8.2(c), respectively, Section 9.03(a) by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate losses Losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) 50,000 resulting from a any single claim or series of related aggregated claims arising out of the same or similar facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(bSection 9.02(a) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying PartySection 9.03(a) shall be an amount equal to $20,000,000; provided, however, that the sole source from which foregoing limitations shall not apply to any claim based upon fraud in the inducement or any claim based upon any Losses incurred by an Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares based upon, arising from or relating to any inaccuracy in or breach of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election any of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts representations and warranties contained in respect ofSections 3.01, 3.02, 3.03, 3.16 and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim3.24. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at Neither party hereto shall have any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party liability under this Article VIIIVIII for any punitive, incidental, speculative or special damages. Notwithstanding the foregoing, it is understood and agreed that the limitation on recovery of punitive, incidental, speculative or special damages contained in the preceding sentence shall not limit a party’s ability to recover direct or general damages or change or have any bearing on the interpretation of what constitutes direct or general damages, it being understood that direct and general damages shall be given its normal meaning under applicable Law. (d) Any Losses recoverable hereunder For all purposes of this Article IX, “Losses” shall (i) be reduced in amount by net of (A) any insurance proceeds, indemnification payments, contribution payments proceeds or reimbursements other recoveries (less costs of collection) actually received by the Indemnified Party or its Affiliates prior to payment by the Indemnifying Party in connection with the facts giving rise to the right of indemnification, (B) any actually realized Tax benefit to the Indemnified Party or its Affiliates utilized in a year during which the Losses were incurred arising in connection with the accrual, incurrence or payment of any such Losses or resulting from the receipt of any indemnification payment under this Article IX, and (C) any benefit or recovery actually realized by the Indemnified Party or its Affiliates prior to payment by the Indemnifying Party pursuant to agreements with third parties providing indemnification or similar protections for the benefit of the Indemnified Party in connection with such Lossesthe facts giving rise to the Indemnified Party’s right of indemnification under this Article IX, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments (ii) exclude any loss of business or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware collectibility of any event accounts receivable arising from or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only relating to the extent reasonably necessary exercise of remedies or failure to remedy extend future loans in the breach that gives rise to such Lossconduct of the Construction Loan Business.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNo claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the Company Indemnifying Parties facts and circumstances with respect to the Company Preferred Shareholder subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 8.01. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) no Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b8.02(a) or 8.03(a), or 8.2(c) respectivelyas applicable, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon exceeds, in the Shareholder Indemnified Personscase where the Purchaser is the Indemnifying Party, an amount equal to 1.5% of the Company Indemnified Parties and Purchase Price and, in the Company Preferred Shareholder case where BSC is the Indemnifying Party, an amount equal to 1.5% of the Purchase Price less the amount of Excess Costs paid by the Purchaser pursuant to Section 5.05, after which the Indemnifying Party shall be liable only for those Losses in excess of such amount (each, an “Indemnified Party”except in the case of any Losses for any breach of any representation or warranty contained in Section 3.02(c), respectivelySection 3.10(a), Section 3.10(b) or Section 3.12(b), in which case the Indemnifying Party shall be entitled to indemnification liable for the full amount of all such Losses, ); (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), 8.02(a) or 8.2(c), respectively, or shall be reimbursable by 8.03(a) or shall be included in calculating the aggregate losses Losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) 150,000 resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to Sections 8.2(a), 8.2(barising out of or resulting from the causes set forth in Section 8.02(a) or 8.2(c8.03(a), as applicable, taken together with all other indemnification actually paid shall be an amount equal to 10% of the Purchase Price; and (iv) except (A) in the case of Third Party Claims in which an Indemnified Party pays an amount to a third party in respect of a Claim by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(ba third party and (B) any breach of Section 5.06 (Retained Names and Marks), Section 5.10 (Non-Solicitation) or 8.2(c5.11 (Non-Competition), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) neither party hereto shall be the sole source from which have any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party liability under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim VIII for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, special or indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, or loss of business reputation or opportunity; provided that the foregoing limitations in clauses (i), except (ii) and (iii) above shall not apply to any breach of Section 3.15 or the Specified Representations and Warranties; provided further that clause (iii) above shall not apply to any breach of any representation or warranty contained in Section 3.10(a), Section 3.10(b) and Section 3.12(b). In addition, no action taken by BSC or any Seller in compliance with Section 5.01(b) shall be deemed to be a breach of any representation or warranty or other covenant or agreement of BSC or any Seller under this Agreement for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claimpurpose hereunder. (c) No investigation by an Indemnified PartyFor all purposes of this Article VIII, or knowledge by an “Losses” shall be net of any insurance recoveries actually paid to the Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at Affiliates under any time after insurance policy in connection with the date of this Agreement, shall affect the recourse available facts giving rise to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder right of indemnification; provided, the amount of such recovery shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party costs and expenses incurred in connection with obtaining such Losses, recovery and by the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware amount of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to increase in insurance premiums resulting from making the extent reasonably necessary to remedy the breach that gives claim giving rise to such Lossrecovery.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder An Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)) or (b) or Section 8.3, or 8.2(c) respectivelyas the case may be, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 500,000.00, in which case the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable for the full entire amount of such Losses; provided, (ii) no Losses may be claimed under however, that this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party8.6(a) shall be the sole source from which not limit or apply to any Indemnified Party may be indemnified payments owed by the Company Preferred Shareholder Indemnifying Party Acquiror under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (Sections 2.9 or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII6.4 hereof. (b) In no event shall any No Indemnified Party be entitled to recover or may make a claim for any amounts indemnification under Section 8.2(a) or Section 8.3, as the case may be, for breach by the Indemnifying Party of a particular representation or warranty that occurs or is identified after the expiration of the survival period thereof specified in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party ClaimSection 8.1. (c) No investigation For purposes of calculating the amount of Losses incurred by an Indemnified Party for purposes of this Agreement, such amount shall be: (i) reduced by the amount of any insurance benefits and proceeds actually paid to such Indemnified Party, or knowledge any Affiliate of any such party, in respect of such Losses net of any deductible amounts; (ii) reduced by an Indemnified Party the amount of any indemnification, contribution or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to other similar payment actually recovered by the Indemnified Party under this Article VIII. from any third party with respect to such Losses; (diii) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any net Tax Benefit realized by the applicable Indemnified Party as a result of such Losses where the “Tax Benefit” equals the reduction in connection with Taxes realized by such Indemnified Party as a result of the payment or accrual of any 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 Indemnified Party shall use reasonable and diligent efforts arising from (x) the receipt of indemnity payments hereunder or (y) the indemnification, contribution or other similar payments actually recovered by the Indemnified Party from any third party with respect to realize such benefitsLosses (in the case of either (x) or (y) grossed up for any income Tax incurred based on such increase), proceeds, where the “Tax Cost” equals the increase in Taxes realized by such Indemnified Party as a result of the receipt or accrual of such indemnity payments or reimbursements; providedindemnification, that nothing herein shall require any Indemnified Party to file any claim under any insurance policycontribution or other similar payments from a third party. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, Notwithstanding anything to the Company Indemnifying Parties and contrary contained in this Agreement: (i) no indemnification shall be available under Section 8.2(a)(i) or Section 8.2(b)(i) to any individual claim or series of related claims based on a similar set of operative facts (x) unless such claim or series of related claims is greater than $[*] (the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying PartyDe Minimis Amount”) in which case Indemnified Party shall not be liable entitled to recover for any all such Losses in connection with such claim for indemnification pursuant to Section 8.2(a). 8.2(bor series of related claims (including the De Minimis Amount), or 8.2(c) respectively, and (iy) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars $[*] ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyGeneral Deductible”), respectively, in which case the Indemnifying Party shall be entitled to indemnification liable for the full amount of such LossesLosses from the first dollar, and (ii) no the maximum aggregate amount of indemnifiable Losses which may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting recovered from a single claim or series of related claims Seller arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant relating to the causes set forth in Sections 8.2(a),8.2(bSection 8.2(a)(i) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Partyand Section 8.2(a)(ii) shall be an amount equal to [*]% of the sole source Purchase Price actually received by Seller pursuant to this Agreement from time to time (the “General Cap”); provided, however, that the De Minimis Amount, General Deductible and General Cap shall not apply to Losses arising out of or relating to (A) Fraud or (B) the inaccuracy in or breach of (1) any Fundamental Representation or (2) any representation or warranty set forth in Section 3.11 relating to Taxes; provided, however, that the maximum aggregate amount of indemnifiable Losses which any Indemnified Party may be indemnified by recovered from Seller arising out of or relating to the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares causes set forth in Section 8.2(a)(i) (other than arising out of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the ShareholderFraud) shall be equal to the sole source Purchase Price actually received by Seller pursuant to this Agreement from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIItime to time. (b) In no event shall If an Indemnifying Party has indemnified any Indemnified Party be entitled to recover or make a claim under this Section 8 for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or that are actually recovered by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. any policies of insurance (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceedsnet of documented associated expenses and costs of recovery to the extent arising out of, indemnification paymentsrelated to or resulting from the relevant Losses), contribution payments or reimbursements actually received by any then the Indemnified Party will promptly reimburse the Indemnifying Party in connection the event of recovery by such Indemnified Party under any such insurance policy subsequent to any indemnification payment hereunder with such Losses, and the respect thereto. Each Indemnified Party shall use commercially reasonable and diligent efforts to realize such benefitsmitigate any Losses, proceeds, payments which in the absence of mitigation might give rise to or reimbursements; provided, that nothing herein shall require any Indemnified Party to file increase Losses in respect of any claim under any insurance policy. (e) Each this Section 8. In the event an Indemnified Party shall takefails to so mitigate such indemnifiable Losses, and cause its Affiliates such Indemnified Party will not be able to take, all reasonable steps to mitigate recover the portion of such Losses that could reasonably have been avoided had such Indemnified Party made such efforts. In no event will multiple recovery for any Loss upon becoming aware of any event or circumstance that would Losses be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Lossallowed.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) no amount shall not be liable for any claim for indemnification payable by Seller pursuant to Section 8.2(a). 8.2(b), or 8.2(c10.2(a)(i) respectively, (i) unless and until the aggregate amount of all claims for Damages that are indemnifiable Losses which may be recovered from such Indemnifying Party equals or pursuant to Section 10.2(a)(i) exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons3,500,000, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification then only for the full amount of by which such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by Damages exceed such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII.threshold amount; (b) In no event amount shall any Indemnified Party be entitled payable by Buyer pursuant to recover or make a claim Section 10.2(b)(i) until the aggregate amount of all claims for any amounts in respect ofDamages that are indemnifiable pursuant to Section 10.2(b)(i) exceeds $3,500,000, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or then only for any diminution in value (including any changes measured as a multiple of earnings, revenue or the amount by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any which such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim.Damages exceed such threshold amount; (c) No investigation the maximum aggregate amount of Damages for which indemnity may be recovered by the Buyer Indemnified Parties from Seller (i) pursuant to Section 10.2(a)(i) shall be an amount equal to $38,250,000, and (ii) pursuant to Section 10.3(a) shall be an amount equal to $57,375,000; (d) the maximum aggregate amount of Damages for which indemnity may be recovered by the Seller Indemnified PartyParties from Buyer (i) pursuant to Section 10.2(b)(i) shall be an amount equal to $38,250,000, and (ii) pursuant to Section 10.3(b) shall be an amount equal to $57,375,000; (e) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any allowances and reserves provided in the ▇▇▇▇▇▇ Midwest Financial Statements that are specifically identified with respect thereto; (f) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or knowledge by other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Seller for such reduction in Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Damages); (g) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Damages; (h) in determining the amount of indemnification due under Section 10.2 or its representatives 10.3, all payments shall be reduced by any Tax benefit actually and currently realized by the Indemnified Party on account of the underlying claim; (i) notwithstanding any provision to the contrary contained in this Agreement, in the event that an Indemnifying Party can establish that an Indemnified Party had actual Knowledge, on or before the Closing, of a breach of a representation, warrantywarranty or covenant of the Indemnifying Party upon which a claim for indemnification by the Indemnified Party is based, covenant then the Indemnifying Party shall have no liability for any Damages resulting from or agreement arising out of such claim; and (j) if an Indemnified Party recovers Damages from an Indemnifying PartyParty under Section 10.2, conducted or arising at any time after the date Indemnifying Party shall be subrogated, to the extent of this Agreementsuch recovery, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceedsParty’s rights against any third party, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection other than a third party with such Losses, and whom the Indemnified Party shall use reasonable has a material business agreement or arrangement, with respect to such recovered Damages, subject to the subrogation rights of any insurer providing insurance coverage under one of the Indemnified Party’s policies and diligent efforts except to realize such benefits, proceeds, payments or reimbursements; provided, the extent that nothing herein shall require any Indemnified the grant of subrogation rights to the Indemnifying Party to file any claim under any is prohibited by the terms of the applicable insurance policy. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder An Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b) or (b) or Section 8.3(a) or (b), or 8.2(c) respectivelyas the case may be, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars $200,000 ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyThreshold”), respectivelyin which case the Indemnifying Party shall be liable only for the Losses in excess of the Threshold. (b) The maximum aggregate amount for which the Acquiror Indemnified Parties may be indemnified pursuant to this ARTICLE VIII shall not exceed: (i) for all indemnifiable Losses pursuant to Section 8.2(a), Section 8.2(b) and Section 8.2(e), other than in respect of breaches of Excluded Representations, $3,500,000; (ii) for all indemnifiable Losses pursuant to Section 8.2(d), $4,250,000 minus any amounts distributed from the Escrow Fund (other than in respect of an indemnifiable Loss pursuant to Section 8.2(d)), whether such amounts are distributed to the Securityholders or an Acquiror Indemnified Party, (iii) for breaches of the representations and warranties set forth in Section 3.15, $9,750,000 minus any amounts distributed from the Escrow Fund (other than in respect of a breach of a representation or warranty set forth in Section 3.15), whether such amounts are distributed to the Securityholders or an Acquiror Indemnified Party and (iv) for breaches of Excluded Representations (other than those set forth in Section 3.15) and for indemnifiable Losses pursuant to Section 8.2(c), (A) the Aggregate Upfront Merger Consideration plus the Escrow Amount minus (B) any amounts distributed from the Escrow Fund (other than in respect of a breach of an Excluded Representation (excluding those set forth in Section 3.15) or pursuant to Section 8.2(c)) to an Acquiror Indemnified Party. In no event shall any Securityholder have liability pursuant to this Agreement in excess of the proceeds received by such Securityholder under this Agreement, other than to the extent such Securityholder had an interest in proceeds from the Escrow Fund released to the Acquiror Indemnified Parties. (c) To the extent that the Acquiror Indemnified Parties are entitled to indemnification for any Losses in respect of a breach of an Excluded Representation or pursuant to Section 8.2(c), (i) the Acquiror Indemnified Parties must first exhaust the Escrow Fund before pursuing any Securityholder directly and (ii) the Securityholders shall be liable on a several, but not joint, basis based on their respective Escrow Percentages. For the avoidance of doubt, in no event shall the Securityholders be required to make payments to the Acquiror Indemnified Parties (excluding amounts released from the Escrow Fund to an Acquiror Indemnified Party) in excess of (A) for breaches of the representations and warranties set forth in Section 3.14, $6,250,000 and (B) for breaches of all other Excluded Representations and for indemnification pursuant to Section 8.2(c), the Aggregate Upfront Merger Consideration minus any amounts actually paid by the Securityholders (excluding amounts released from the Escrow Fund to an Acquiror Indemnified Party) in respect of a breach of a representation or warranty set forth in Section 3.14. (d) No Indemnified Party may make a claim for indemnification under Section 8.2 or Section 8.3, as the case may be, for breach by the Indemnifying Party of a particular representation, warranty or covenant after the expiration of the survival period thereof specified in Section 8.1. (e) No Indemnified Parties shall be entitled to indemnification for any Losses resulting from a breach of any of the full representations, warranties and covenants set forth in this Agreement to the extent that such Indemnified Parties have failed to first use commercially reasonable efforts to recover any Losses by exhausting any available remedies against insurers or other third parties with respect to any contractual rights to indemnification, reimbursement, offset or recovery against such third parties existing as of the Closing Date. Any amounts received from such insurers or such other third parties shall reduce the amount of such Losses, (ii) no Losses may be claimed for determining the amount of the indemnity obligation under this ARTICLE VIII. The amount of any indemnification payable under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or 8.6 shall be reimbursable reduced by any tax benefit realized by the Indemnified Parties arising from the incurrence or shall be included in calculating payment of any Losses. (f) To the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of extent that the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party Transaction Bonus payable pursuant to the causes set forth Retention Agreement is reduced in Sections 8.2(a),8.2(b) or 8.2(c)respect of Losses incurred by an Acquiror Indemnified Party, as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at Losses for which the election of the Company Preferred Shareholder Indemnifying Party) Acquiror Indemnified Parties are entitled to indemnification under this ARTICLE VIII shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIcorrespondingly reduced. (bg) In no event No Indemnified Parties shall any Indemnified Party have the right to be entitled to recover or make a claim indemnified for any amounts Losses to the extent they are in respect of, and in no event shall Losses be deemed to include, any punitive, specialthe nature of consequential, incidental, exemplaryindirect, consequentialpunitive, indirect special or exemplary damagesdamages or lost profits (in each case, or except to the extent such damages are recovered by a third party against an Indemnified Party); provided, however, that the foregoing shall not limit any Indemnified Parties’ right to indemnification pursuant to this Agreement for any Losses that are in the nature of diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claimdamages. (ch) No investigation by an Indemnified PartyAnything herein to the contrary notwithstanding, or knowledge by an Indemnified Party or its representatives of a no breach of a any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of an Indemnifying any Indemnified Party, conducted or arising at any time after the date consummation of the transactions contemplated hereby, to rescind this Agreement, shall affect Agreement or any of the recourse available to the Indemnified Party under this Article VIIItransactions contemplated hereby. (di) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by Loss for which any Indemnified Party in connection with is entitled to indemnification under this Section 8.6 shall be determined without duplication of recovery by reason of the state of facts giving rise to such LossesLoss constituting a breach of more than one representation, and the warranty, covenant or agreement. (j) No Indemnified Party shall use reasonable and diligent efforts be entitled to realize indemnification under this Section 8.6 or make a claim for Losses with respect to any claim by a third party, including any Governmental Authority, if such benefits, proceeds, payments third party claim was instigated or reimbursements; provided, that nothing herein shall require any encouraged by the actions of such Indemnified Party to file or any claim under any insurance policyof its Affiliates or representatives after the Effective Time. (ek) No Acquiror Indemnified Party shall be entitled to indemnification hereunder for any Losses arising from a breach of any representation, warranty, covenant or agreement set forth herein (and the amount of any Losses incurred in respect of such breach shall not be included in the calculation of any limitations on indemnification set forth herein) if the subject of such breach is included in the calculation of the Closing Working Capital and/or Transaction Expenses. (l) Each Indemnified Party shall take, and cause its Affiliates to take, take all commercially reasonable steps measures to mitigate any Loss all Losses upon and after becoming aware of any event or circumstance that would which could reasonably be reasonably expected to, or does, to give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such LossLosses.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNo claim may be asserted nor may any Action be commenced against either party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the Company Indemnifying Parties facts and circumstances with respect to the Company Preferred Shareholder subject matter of such claim or Action on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive as set forth in Section 8.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(bSections 8.02(a) or 8.03(a), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Indemnifying Party equals or exceeds the Deductible Amount, after which the Indemnifying Party shall be liable for all Losses of the Indemnified Party; (ii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party for claims for indemnification pursuant to Sections 8.02(a) or 8.03(a) shall be an amount equal to the Cap Amount; (iii) the maximum aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder an Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled x) arising out of or resulting from any breach of the Special Representations and Warranties or any representation or warranty set forth in Section 4.14(c) pursuant to indemnification for the full amount of such Losses, (iiSections 8.02(a) no Losses may be claimed under this Section 8.2(a). 8.2(bor 8.03(a), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (iy) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related for claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate for indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a8.02(b), 8.2(b8.02(c) or 8.2(c)8.03(b) shall be an amount not to exceed the Special Cap Amount, as applicable, taken together with all other indemnification actually less any amounts previously paid by such Indemnifying Party pursuant to the causes set forth Sections 8.02 (other than for False Claims Act Claims or for breaches of any representation or warranty contained in Sections 8.2(a),8.2(b3.04 (Ownership of Membership Interests), 4.02 (Capitalization), or 4.14 (Taxes)) or 8.2(c), as applicable, exceed One Million Dollars 8.03; and ($1,000,000). The shares iv) no party hereto shall have any liability under any provision of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim Agreement for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, special or indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, income or loss of business reputation or opportunity)opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement, except for any such damages to the extent actually that such punitive, incidental, consequential, special or indirect damages are awarded by a court of competent jurisdiction and paid to a third party in connection with a Third Party ClaimClaim that is in compliance with the procedures set forth in Section 8.05; provided that claims made under Section 8.02(d) or for indemnification for Losses resulting from (x) False Claims Act Claims, (y) breaches of any representation or warranty contained in Sections 3.04 (Ownership of Membership Interests) and 4.02 (Capitalization), or (z) Purchaser’s failure to fulfill its obligations to pay Sellers all or any part of the Purchase Price or Earn-Out Payments as and when due under this Agreement, shall not be subject to the limitations of clauses (i), (ii), (iii) or (iv) of this Section 8.04(b); and provided, further, that claims for indemnification for Losses resulting from fraud or breaches of any representation or warranty contained in Section 4.14 (Taxes) shall not be subject to the limitations of clauses (i) or (ii) or (iii) of this Section 8.04(b) and the maximum aggregate amount of indemnifiable Losses which may be recovered from an Indemnifying Party for such claims shall not exceed one-half of the Purchase Price, less any amounts previously paid by the Sellers under Section 8.02 for claims for indemnification for Losses resulting from fraud and Article IX for claims for indemnification for Losses described therein; and provided, further, that breaches of the Special Representations and Warranties or any representation or warranty set forth in Section 4.14(c) shall not be subject to the limitations of clauses (i) or (ii) of this Section 8.04(b). (c) No investigation For all purposes of this Article VIII, Losses shall be calculated net of any insurance or other recoveries actually received by an Indemnified Party, or knowledge by an the Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party Affiliates in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (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 be reasonably expected to, or does, give facts giving rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Lossright of indemnification.

Limits on Indemnification. (a) An Indemnitee is not entitled to indemnification pursuant to SECTION 6.2 or 6.3 unless (a) all the Contemplated Transactions are consummated, (b) the Indemnitee requests by written notice to the Indemnifying Party payment or reimbursement of the Loss within twenty-four (24) months after the Closing or the applicable limitations period (as provided in Section 6.1), (c) the Indemnitee furnishes to the Indemnifying Party evidence conclusively establishing the nature and amount of the Losses, (d) the amount of the Loss has been determined and is absolute and liquidated (not contingent), and (e) the Indemnitee has complied with Section 6.4(a). Notwithstanding anything in this Agreement to the contrary, (1) no Indemnitee identified in Section 6.2 or Section 6.3 is entitled to indemnification pursuant to Section 6.2 or Section 6.3, respectively, unless the total, cumulative amount of all Losses for which the Indemnitee has requested indemnification exceeds $100,000, and (2) the maximum, cumulative, aggregate amount of any Indemnifying Party's liability under this Article VI is limited to $8,500,000, and an Indemnifying Party shall not have any liability under this Article VI on account of those matters for any amount, whether individually or in the aggregate, in excess of $8,500,000. (b) Buyers' remedies with respect to Losses specified in Section 6.2 shall be satisfied first by an off-set against any amount owed under the Contingent Payment, provided that the amount of the Loss is due and owing to Buyers as a result of a legitimate claim arising from a breach of any warranty, obligation or representation of Seller or any of the Shareholders under this Agreement and either (i) no dispute exists over the amount or validity of the Loss or (ii) the Loss has been determined by a final, nonappealable order or judgment of a court. Buyers shall not satisfy any other asserted Loss by an off-set against any liability, obligation or indebtedness owed to Seller or any Shareholder by Buyers without complying with the ensuing provisions. As required by SECTION 6.4 above, Buyers promptly shall notify the Indemnifying Party of either the incidence of a Loss or the existence of any known set of facts that, if not corrected, might result in a Loss. The Shareholder Indemnifying PersonsParty will have twenty (20) calendar days following the effective date of Buyers' notice of a Loss to notify Buyers of any objection that he or it has to the validity or amount of the Loss. If the Indemnifying Party does not notify Buyers of his or its objection to the validity or amount of the Loss within the twenty (20) day period, Buyers (at their election) may recover the amount of the Loss payable by Seller or any of the Shareholders by a set-off against any indebtedness that it owes to Seller or any of the Shareholders. If the Indemnifying Party timely notifies Buyers of an objection to the validity or amount of a Loss, however, Buyers, at any time before the due date of any amount payable by them to the Seller or any of the Shareholders, may pay over and deliver to SunTrust Bank, Tampa Bay, as the escrow agent (the "INDEMNITY ESCROW AGENT"), for deposit in escrow pursuant to the ensuing escrow instructions, the Company Indemnifying Parties amount of the set-off claimed by the Indemnified Party in respect of the indemnity claim. The amount of any disputed indemnity claim on deposit with the Indemnity Escrow Agent will be applied as follows: (i) The escrow will continue with respect to the disputed amount for not more than sixty (60) days following its deposit with the Indemnity Escrow Agent, during which time Buyers and the Company Preferred Shareholder Indemnifying Party shall attempt in good faith to resolve the dispute between them; (eachii) If the dispute between Buyers and the Indemnifying Party is resolved, an “the Indemnity Escrow Agent, upon receipt of a written notice of resolution signed by Buyers and the Indemnifying Party”, shall pay over and distribute such amount of escrow funds, in such a manner, and to such persons as Buyers and the Indemnifying Party specify in their notice to the Indemnity Escrow Agent; and (iii) If the dispute between Buyers and the Indemnifying Party has not been resolved within sixty (60) days, the Indemnity Escrow Agent shall interplead with a court of competent jurisdiction an amount equal to the disputed indemnity claim. A dispute between Buyers and the Indemnifying Party over a Loss will be deemed to be conclusively resolved by any written agreement between Buyers and the Indemnifying Party or, failing agreement, by final adjudication of the dispute by a court having jurisdiction over it. The Indemnity Escrow Agent is entitled to rely conclusively on any written agreement between Buyers and an Indemnifying Party concerning the disposition or application of any escrowed funds or on any order of a court establishing the entitlement of either Buyers or the Indemnifying Party to the escrow funds. Any payment by Buyers to the Indemnity Escrow Agent in accordance with the foregoing escrow provisions will not constitute a breach of this Agreement, regardless of the ultimate resolution of the dispute between Buyers and the Indemnifying Party. Any escrowed funds applied or disbursed by the Indemnity Escrow Agent to Buyers or the Indemnifying Party in accordance with these escrow instructions will be owned by the recipient, free and clear of all claims of the other parties. Upon application of all the escrowed funds pursuant to these escrow instructions or upon interpleading of all the escrowed funds with a court having jurisdiction, these escrow provisions will terminate and the Indemnity Escrow Agent will be released from all further responsibility. Property held in escrow by the Indemnity Escrow Agent pursuant to these escrow instructions will not be subject to a setoff, counterclaim, recoupment, or other right the Indemnity Escrow Agent might have against any party to this Agreement (except with respect to any payments due the Indemnity Escrow Agent pursuant to these escrow provisions) or against any other person for any reason whatsoever. The Indemnity Escrow Agent will not be liable for any claim for indemnification act or omission by it pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included these escrow instructions that is done in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, good faith and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple the exercise of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity)its best judgment, except for willful conduct or grossly negligent acts or omissions. The Indemnity Escrow Agent shall invest and reinvest the escrowed funds from time to time in a time deposit account that accrues interest daily, a short-term trust for United States government securities, time deposit certificates or other evidences of deposit or short-term securities that in each case are issued or guaranteed by the United States or any such damages agency of the United States and have maturities of not more than thirty (30) days. However, all investments by the Indemnity Escrow Agent must be readily convertible into cash on short notice. Interest earned on the escrowed funds will inure to the extent actually awarded by a court of competent jurisdiction and paid to a third party who ultimately prevails in a Third Party Claimthe dispute over the indemnity claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder No amount shall be payable by any Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), SECTION 8.2(a)(i) and (ii) or 8.2(cSECTION 8.2(b)(i) respectively, and (iii) unless and until the aggregate amount of Damages indemnifiable Losses which may be recovered from such Indemnifying Party equals under SECTION 8.2(a)(i) and (ii) or exceeds Twenty Thousand dollars SECTION 8.2(b)(i) and ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”ii), respectively, exceeds $4,000,000 (at which point the Indemnified Party shall be entitled to all indemnification for the full amount amounts in excess of such Lossesthreshold amount); PROVIDED, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b)HOWEVER, or 8.2(c), respectively, or that the above limitation shall be reimbursable by or shall be included in calculating the aggregate losses not apply E-84 85 to any indemnification obligations of Seller and Parent to Purchaser Indemnified Parties arising from Seller's and Parent's representations and warranties set forth in clause SECTION 2.19 (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(bTaxes) or 8.2(c), as applicable, taken together with all SECTION 2.22(a)(iii) or (b)(iii) (Title to Assets) or SECTION 2.15(a)(i) (Title to Owned Property) or indemnification obligations of any party under any other provision of ARTICLE VIII (nor shall any Damages paid in respect of such other indemnification actually paid by obligations be applied toward such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c$4,000,000 threshold), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of indemnifiable Damages which may be recovered by any Purchaser Indemnified Party be entitled to recover or make a claim for Parties from Seller and Parent and by any amounts in respect Seller Indemnified Parties from Purchaser arising out of, resulting from or incident to the matters enumerated in SECTION 8.2(a)(i) or (a)(ii) or SECTION 8.2(b)(i) or (b)(ii) shall be an amount equal to thirty percent (30%) of the Purchase Price; PROVIDED, HOWEVER, that this limitation shall not apply to any indemnification obligations of Seller and Parent to any Purchaser Indemnified Parties arising from representations and warranties set forth in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value SECTION 2.14 (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunityEmployee Benefits), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party ClaimSECTION 2.17 (Environmental Matters) or SECTION 2.19 (Taxes). (c) No investigation by an Indemnified PartyThe indemnification obligations pursuant to SECTION 8.2(a)(vi) shall be limited to fifty percent (50%) of the Damages subject to indemnification thereunder, PROVIDED this limitation shall not apply to Damages which are also subject to indemnification under SECTION 8.2(a)(i), (ii) or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII(vii) hereof. (d) Any Losses recoverable hereunder The indemnification obligations pursuant to SECTION 8.2(a)(viii) shall survive for a period of five (5) years after the Closing. With respect to Damages subject to indemnification under SECTION 8.2(a)(viii), (a) Parent and Seller shall not be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by obligated to indemnify any Purchaser Indemnified Party in connection with such Lossesfor the first $3,000,000 of Damages for which Parent and Seller would otherwise be required to indemnify Purchaser Indemnified Parties thereunder, and (B) if such Damages exceed $3,000,000 in the aggregate, Parent and Seller shall indemnify Purchaser Indemnified Party shall use reasonable Parties for (1) fifty percent (50%) of the Damages that exceed $3,000,000 and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policyare less than $5,000,000 and (2) all Damages in excess of $5,000,000. (e) Each With respect to the indemnification obligations pursuant to SECTION 8.2(a)(vii), indemnifiable Damages thereunder shall be limited only to fines or monetary penalties imposed or demanded by any Governmental Authority, provided this limitation shall not affect any right of indemnification under any other clause of SECTION 8.2(a). In the event that any Governmental Authority agrees to a reduction of the amount of any fine or penalty in consideration for the performance of any supplemental environmental project, the indemnifiable Damages shall be the full amount of the fine or penalty prior to any reduction due to the supplement environmental project, but shall not include any of the costs to perform such supplemental environmental project. (f) No Damages shall be indemnifiable under SECTION 8.2(a)(x) if such Damages relate to loss by the New Group of products or services (but not breach of Contract claims) under a Pre-Closing Material Contract as to which Purchaser or the New Group could obtain (after using commercially reasonable efforts) substantially equivalent products or services on substantially equivalent terms and conditions (as to the Business) from a no less qualified third-party vendor. (g) If Purchaser has provided the Limitation of Indemnification Notice, Parent's and Seller's indemnification obligations in respect of Damages pursuant to SECTION 8.2(a)(ii) shall be limited to $33,200,000 in the aggregate with respect to Damages arising out of the events, circumstances or conditions set forth in any Parent Liabilities Notice provided to Purchaser in accordance with SECTION 4.29 hereof. (h) To the extent an Indemnifying Party discharges any claim for indemnification hereunder, it shall be subrogated to all related rights of the Indemnified Party against third parties (other than any Purchaser Indemnified Party or Seller Indemnified Party). (i) None of the limitations set forth in SECTION 8.3(a), (b), (c), (d), (e), (f) or (g) of this Agreement or the limitations on survival set forth in SECTION 8.1 of this Agreement shall take, and cause its Affiliates apply to take, all reasonable steps to mitigate Damages which arise out of fraud by any Loss upon becoming aware party hereto or any Affiliate of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Lossparty.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party Parties (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). ) or 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) 6,100 whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party Indemnified Parties (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in In no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, for a breach of the Fundamental Representations taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth Section 8.2 in Sections 8.2(a),8.2(b) or 8.2(c), as applicablerespect of breaches of any Fundamental Representations, exceed One Million Dollars ($1,000,000)61,000,000. The shares of Series B Preferred Stock held by In the event it is determined that the Company Preferred Indemnified Parties are entitled to indemnification from the Shareholder Indemnifying Party (or cash Parties in lieu thereof, at the election respect of breaches of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by IP and Asset Representations, then the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall Indemnified Parties may choose to be the sole source from which any Indemnified Party may be indemnified compensated by the Shareholder under Indemnifying Parties for the amount of such Losses by the return of Exchange Shares to the Company. The number of Exchange Shares to be returned to the Company pursuant to this Article VIII. (b) In no event paragraph shall any Indemnified Party be entitled determined by dividing the dollar amount of the Shareholder Indemnifying Parties’ obligation for indemnification by $0.60. The parties hereto agree that this measure of damages is equitable in light of the consideration paid to recover or make a claim for any amounts the Shareholders pursuant to this Agreement. Payments pursuant to Section 8.2 in respect ofof any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect contribution or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue payment received or income, loss of business reputation or opportunity), except for any such damages reasonably expected to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge be received by an Indemnified Party or its representatives in respect of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each claim. The Indemnified Party shall take, and cause its Affiliates their respective Representatives to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent reasonably necessary to remedy the breach that gives rise to such Loss; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNotwithstanding anything to the contrary contained in this Agreement, the Company Indemnifying Parties and the Company Preferred Shareholder an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)11.02(a)(i) or Section 11.03(a)(i) except for claims in connection with breaches of any Fundamental Representation, or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars $3,300,000 ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyDeductible”), respectively, after which point the Indemnifying Party shall be entitled to indemnification liable only for those indemnifiable Losses incurred by the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses Indemnified Party in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIDeductible. (b) In no event shall Except for any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid indemnification related to a third party Fundamental Representation or pursuant to Section 11.02(a)(ii) or Section 11.03(a)(ii) or based on fraud, neither the Sellers, on the one hand, nor the Purchaser, on the other hand, shall be liable for cumulative aggregate claims for indemnification pursuant to Article XI in a Third Party Claimexcess of amounts set forth in the Escrow Funds. (c) No investigation by an In the case of any claims for indemnification related to Sections 3.15 and 3.23, the aggregate cumulative liability of the Sellers with respect thereto shall not exceed 20% of the Purchase Price and in the case of any claims for indemnification related to Sections 3.01, 3.02, 3.04, 3.27, 3.29, 4.01 and 4.02 or pursuant to Section 11.02(a)(ii) or Section 11.03(a)(ii), the aggregate cumulative liability of the Sellers with respect thereto shall not exceed 100% of the Purchase Price. Notwithstanding the foregoing, the aggregate liability of any Seller to indemnify any Purchaser Indemnified Party, or knowledge by an Indemnified Party or its representatives Parties from and against any indemnifiable Losses arising under Article XI in excess of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after amounts satisfied from the date of this Agreement, Escrow Funds shall affect the recourse available in all cases be limited to the Indemnified Party under this Article VIIIPurchase Price received by such Seller (including amounts received pursuant to distributions from the Escrow Funds). (d) Any Losses recoverable hereunder shall be reduced Except in amount the case of adjudicated fraud by insurance proceedsthe Company or one of the Sellers, indemnification payments, contribution payments or reimbursements actually received the remedy set forth in this Article XI (together with the Escrow Agreement) represents the sole source of recovery of any claims made by any a Purchaser Indemnified Party in connection after the Closing with such Losses, and the Indemnified Party shall use reasonable and diligent efforts respect to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim claims under any insurance policythis Agreement. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNotwithstanding the provisions of Section 8.01, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification made pursuant to Section 8.2(a). 8.2(b8.01(a) (other than any claim for indemnification based on misrepresentations or breaches of warranties as set forth in Sections 3.01 and 3.02), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered exceeds US$5,000,000 (the “Basket Amount”), whereupon the Indemnified Party shall only be entitled to indemnification for the amount of such Losses in excess of the Basket Amount, and the maximum amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals arising out of or exceeds Twenty Thousand dollars resulting from the causes set forth in Section 8.01(a) shall not exceed US$100,000,000. ($20,000i) whereupon If the Shareholder Indemnified Personsindemnification has been provided in any circumstance set forth below or the benefits have been disclosed pursuant to clause (D) below, the Company Indemnified Parties then no claim for indemnification shall be made and the Company Preferred Shareholder Indemnifying is not liable for any indemnification in accordance with Section 8.01: (A) The Indemnified Party has actually received the insurance indemnity to the extent related to such request; (eachB) The Indemnified Party has actually received the payment from a third party directly related to such indemnifiable Losses; (C) The Indemnified Party has actually realized any tax benefits to the extent related to such indemnifiable Losses; (D) Such facts, an events, and related matters have been disclosed in this Agreement and exhibits hereof, other Transaction Documents or other documents in connection therewith and in the due diligence as set forth in Section 3.09. For purposes of calculating any tax benefits as referred to in clause (C) above or Section 8.03(b)(ii) below, if any taxes payable shall have been reduced accordingly by reason of such unpaid Loss, the Indemnified Party shall be deemed have “actually realized” the net tax benefits. The indemnifiable amount under this Section shall be adjusted accordingly to reflect any final decision in connection with tax matters of the Indemnified Party”. The payments between the Parties shall be made accordingly to reflect such adjustment, if applicable. (ii) If a claim for indemnification arises or increases merely by virtue of any action taken by the Company in the period between the date of this Agreement and the Closing under the written request from the Subscriber, such claim shall not be made and neither the Parentco nor the Company shall have any liability under Section 8.01. (iii) If a claim for indemnification arises or increases merely by virtue of any action taken by the Subscriber in the period between the date of this Agreement and the Closing under the written request from the Company, such claim shall not be made and the Company shall have no liability under Section 8.01. (b) Notwithstanding the provisions of Section 8.02, the Subscriber shall not be liable for any claim for indemnification made pursuant to Section 8.02(a) (other than a claim for indemnification based on misrepresentations or breaches of warranties as set forth in Section 4.01), respectivelyunless and until the aggregate amount of indemnifiable Losses which may be recovered exceeds the Basket Amount, whereupon the Indemnified Party shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting the Basket Amount, and the maximum amount of indemnifiable Losses which may be recovered from a single claim or series of related claims the Indemnifying Party arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(bSection 8.03(a) or 8.2(c)shall not exceed US$100,000,000, as applicableprovided that, exceed One Million Dollars any claim for indemnification under this Section shall be further subject to: ($1,000,000). The shares of Series B Preferred Stock held i) insurance indemnity and (ii) any tax benefits actually realized by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at relation to the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIindemnifiable Losses. (bc) In no event Notwithstanding anything to the contrary contained in this Agreement, the Indemnifying Party shall any Indemnified Party not be entitled to recover or make a claim liable for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary incidental damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any than such damages arising out of or relating to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, except with respect to claims relating to Taxes: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)9.02(a) or 9.03(a) (other than indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) 2.75 million whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to liable for indemnification for the full amount of such Losses, ; (iib) no the maximum amount of indemnifiable Losses which may be claimed under this recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 8.2(a). 8.2(b9.02(a) or 9.03(a) (other than indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, respectively), as the case may be, shall be an amount equal to 20% of the Purchase Price; (c) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or 8.2(c)resulting from the causes set forth in Section 9.02(a) or 9.03(a) for indemnification in respect of Seller Fundamental Representations or Purchaser Fundamental Representations, respectively, or as the case may be, shall be reimbursable by an amount equal to the Purchase Price; (d) an Indemnifying Party shall not be liable for any Losses pursuant to Section 9.02(a) or shall be included in calculating the aggregate losses set forth in clause (i) above 9.03(a), other than for indemnifiable Losses in excess of Two Thousand Dollars ($2000) 20,000 resulting from a single claim or series of related aggregate claims arising out of from the same facts, events event or circumstances; and (iiie) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(bSection 9.02(b) or 8.2(c9.03(b), as applicablethe case may be, exceed One Million Dollars shall be an amount equal to the Purchase Price; and ($1,000,000). The shares of Series B Preferred Stock held by f) the Company Preferred Shareholder Indemnifying Party (or cash Sellers shall have no Liability for any Losses in lieu thereof, at the election respect of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election Purchaser’s Financing with respect to a breach of the Shareholderrepresentation and warranty contained in Section 3.08(b) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled other than taking such action as is necessary to recover or make a claim for any amounts in respect ofsuch representation and warranty accurate, and in any event the Sellers shall have no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except Liability for any such damages Losses relating to market conditions or market risk. Notwithstanding the extent actually awarded by a court foregoing, the provisions of competent jurisdiction and paid this Section 9.04 shall not apply to a third party indemnification in a Third Party Claim. (c) No investigation by an Indemnified Partyrespect of Taxes, Section 5.15, or knowledge by an Indemnified Party or its representatives the obligations of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, Dycom and the Indemnified Party shall use reasonable and diligent efforts Purchaser pursuant to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policySection 9.03(d). (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) no amount shall not be liable for payable by any claim for indemnification Autodata Indemnitor pursuant to Section 8.2(a). 8.2(bSections 10.2(a)(i), 10.2(a)(ii) or 8.2(c10.2(a)(iii) respectively, (i) unless and until the aggregate amount of all claims for Damages that are indemnifiable Losses pursuant to Sections 10.2(a)(i), 10.2(a)(ii) and 10.2(a)(iii) exceeds $100,000, and then only for the amount by which such Damages exceed such threshold amount; (b) no amount shall be payable by DealerTrack pursuant to Sections 10.2(b)(i) or 10.2(b)(ii) until the aggregate amount of all claims for Damages that are indemnifiable pursuant to Sections 10.2(b)(i) and 10.2(b)(ii) exceeds $100,000, and then only for the amount by which such Damages exceed such threshold amount; (c) the maximum aggregate amount of Damages for which indemnity may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon by the Shareholder Indemnified Persons, the Company DealerTrack Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”from any Autodata Indemnitor pursuant to Sections 10.2(a)(i), respectively, 10.2(a)(ii) and 10.2(a)(iii) shall be $3,000,000; (d) the maximum aggregate amount of Damages for which indemnity may be recovered by the Autodata Indemnified Parties from DealerTrack pursuant to Sections 10.2(b)(i) and 10.2(b)(ii) shall be $3,000,000; (e) no DealerTrack Indemnified Party or Autodata Indemnified Party shall be entitled to any indemnification pursuant to this Article 10 as a result of, or based upon or arising from, any claim for Damages or liability to the extent that such claim for Damages or liability is reflected in Autodata Closing Working Capital or DealerTrack Closing Working Capital; (f) the amount of any Damages claimed by any DealerTrack Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such DealerTrack Indemnified Party shall reimburse the Autodata Indemnitors for such reduction in Damages for which such DealerTrack Indemnified Party was indemnified prior to the realization of such reductions of Damages); (g) the amount of any Damages claimed by any Autodata Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Autodata Indemnified Party shall reimburse the DealerTrack Indemnitors for such reduction in Damages for which such Autodata Indemnified Party was indemnified prior to the realization of such reductions of Damages); (h) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the full same Damages; (i) in determining the amount of indemnification due under Section 10.2, all payments shall be reduced by any Tax benefit actually realized by the Indemnified Party on account of the underlying claim prior to the indemnity payment being made or, if such benefit is actually realized subsequent to the indemnity payment being made, the amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or benefit shall be reimbursable by or shall be included in calculating paid over to the aggregate losses set forth in clause Indemnifying Party at such time as such benefit is actually realized; (ij) above other than Losses in excess of Two Thousand Dollars ($2000) resulting if an Indemnified Party recovers Damages from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a)under Section 10.2, 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such the Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereofsubrogated, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid such recovery, to the Indemnified Party’s rights against any third party, other than a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to with whom the Indemnified Party has a material business agreement or arrangement, with respect to such recovered Damages, subject to the subrogation rights of any insurer providing insurance coverage under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and one of the Indemnified Party’s policies and except to the extent that the grant of subrogation rights to the Indemnifying Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any is prohibited by the terms of the applicable insurance policy. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNeither Seller nor Purchaser will be required to indemnify any Purchaser Indemnified Party or Seller Indemnified Party, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (eachrespectively, an “Indemnifying Party”pursuant to SECTION 9.2(a) shall not be liable or 9.3(a), respectively, for any claim individual item where the Damages relating thereto for indemnification which Seller or Purchaser, as applicable, would otherwise be required to indemnify the Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, hereunder are less than $50,000. (b) Neither Seller nor Purchaser will be required to indemnify any Purchaser Indemnified Party or any Seller Indemnified Party, respectively, pursuant to Section 8.2(a). 8.2(bSECTION 9.2(a) or 9.3(a), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses Damages for which may Seller or Purchaser, as applicable, would otherwise be recovered from required to indemnify the Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, hereunder exceeds $15,000,000, and in such Indemnifying Party equals case Seller or exceeds Twenty Thousand dollars Purchaser, as applicable, will only be required to indemnify the Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, for Damages in excess of the first $15,000,000 of aggregate Damages. ($20,000c) whereupon Notwithstanding anything to the Shareholder Indemnified Personscontrary contained in this Agreement, the Company maximum amount of Damages for which Seller or Purchaser will be obligated to indemnify the Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, for under SECTION 9.2(a) and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”C) or SECTION 9.3(a) and (c), respectively, shall will be entitled to indemnification $100,000,000. (d) Seller will have no liability for the full amount a breach of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(bSECTION 4.19(c) or 8.2(c4.19(d) for failing to disclose any service or Contract that is required thereby to be listed on SCHEDULE 4.19(c) or 4.19(d), as applicable, taken together if either (i) Seller currently provides such service in the operation of its business to its existing business units, or has a Contract with all other indemnification actually paid by such Indemnifying Party pursuant a third-party vendor with respect to the causes set forth in Sections 8.2(a),8.2(b) services provided to the Business under such Contract and such service of Purchaser or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held provided by the Company Preferred Shareholder Indemnifying Party third-party vendor can be adapted without material burden to perform such service for the Business or (ii) the Business is able to obtain (after using commercially reasonable efforts) such products or cash in lieu thereof, at services on substantially equivalent terms and conditions (as to the election of the Company Preferred Shareholder Indemnifying PartyBusiness) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIa no less qualified third- party vendor. (be) In no case any event shall any Indemnified Party be entitled occurs which would otherwise entitle either party to recover or make assert a claim for any amounts in respect ofindemnification hereunder, and in no event shall Losses Damages will be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or have been sustained by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages party to the extent of (i) any Tax savings actually awarded realized by such party with respect thereto in the year in which such event occurs or in any earlier year, or (ii) any proceeds received by such party from any insurance policies with respect thereto. In the event a court party (x) actually realizes a tax benefit as a result of competent jurisdiction an event that entitles such party to indemnification hereunder in a year after such event occurs, (y) such tax benefit was not taken into account in the calculation of Damages previously payable to such party and paid (z) such party received payment of Damages owed to it as a third result of such indemnifiable event, such party shall pay to the party that made such indemnification payment the amount of such tax benefit actually realized in such later year, such payment to occur no later than 30 calendar days following the filing of the Tax Return reflecting such benefit. (f) Notwithstanding anything to the contrary in this Agreement, Damages shall expressly exclude consequential damages, special damages, incidental damages, indirect damages, punitive damages, lost profits and similar items, unless arising out of a Third Party Claim. (cg) No investigation The amount of any Damages claimed by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement Purchaser hereunder will be reduced to the extent that Purchaser receives the benefit of an adjustment pursuant to SECTION 2.3 hereof in which the item that is the subject of the indemnification claim was specifically taken into account in the determination of the Final Statement. (h) To the extent that Seller or Purchaser discharges any claim for indemnification hereunder, the Indemnifying Party, conducted or arising at any time after the date Party will be subrogated to all related rights of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIIIagainst third parties. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (ei) Each Indemnified Party shall take, will be obligated in connection with any claim for indemnification under SECTIONS 9.2 and cause its Affiliates 9.3 to take, all use commercially reasonable steps efforts to mitigate any Loss Damages upon and after becoming aware of any event or circumstance that would which could reasonably be reasonably expected to, or does, to give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such LossDamages. (j) Seller will have no obligation to indemnify the Purchaser Indemnified Parties pursuant to SECTION 9.2(c) insofar as the Environmental Liabilities arise from any Purchaser Indemnified Party soliciting involvement by a Governmental Authority or any Purchaser Indemnified Party conducting, or causing to be conducted, any soil, groundwater or other subsurface testing, drilling or excavation, that, in each such case, is not required by a Governmental Authority or Environmental Law; provided however, that this SECTION 9.2(j) will not apply to any soil, groundwater or other subsurface testing, drilling or excavation conducted (1) to address, prevent or mitigate any Release or threatened Release or violation of Environmental Law; (2) in response to an Environmental Condition; provided, however, that such Environmental Condition was not set forth on SCHEDULE 4.18 nor was such Environmental Condition identified as a Recognizable Environmental Condition (as that term is defined by ASTM 1527-00) in the Purchaser's Phase I Environmental Site Assessments conducted prior to Closing; (3) in response to a request by a third party to conduct due diligence related to a proposed sale or lease of any property or asset, any divestiture, any financing, a public offering or obtaining any insurance; (4) during the normal course of operation of the Business, including construction, expansion, operation, maintenance, redevelopment or repair of the assets, facilities and properties owned and operated by the Business; (5) to implement Best Management Practices, as defined by an Governmental Authority or Environmental Law; or (6) or otherwise as required by Law.

Limits on Indemnification. The indemnification provided for in ‎Section 7.02 and ‎Section 7.03 shall be subject to the following limitations: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) 7.02 unless and until the aggregate amount of all indemnifiable Losses under Section 7.02 exceeds US$1 million, in which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, event the Company Indemnified Parties and shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party liable pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, Section 7.02 shall not exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIUS$7.68 million. (b) In no event Blockchain Alliance shall not be liable for any Indemnified Party be entitled to recover or make a claim for any amounts indemnification pursuant to Section 7.03 unless and until the aggregate amount of all indemnifiable Losses under Section 7.03 exceeds US$1 million, in respect of, and in no which event Blockchain Alliance shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Blockchain Alliance shall be deemed liable pursuant to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party ClaimSection 7.03 shall not exceed US$7.68 million. (c) No investigation by an Indemnified PartyNotwithstanding the foregoing, the limitations set forth in Section 7.04(a) and Section 7.04(b) shall not apply to Losses arising out of or knowledge by an Indemnified Party resulting from any inaccuracy or its representatives of a breach of a representationany Company Fundamental Reps, warranty, covenant Blockchain Alliance Fundamental Reps or agreement any failure by either the Company or Blockchain Alliance of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party their respective obligations under this Article VIII‎Section 2.02(b). (d) Any The amount of any Losses recoverable hereunder payable by the Indemnifying Party under this Agreement shall be reduced in amount net of any amounts actually recovered by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any the Indemnified Party from any other Person determined to be responsible therefor. If the Indemnifying Party has paid an amount in connection with such Losses, discharge of any claim under this Agreement and the Indemnified Party has been compensated in full for all Losses it has suffered with respect to the same subject matter of such claim, then to the extent the Indemnified Party subsequently recovers (whether by payment, discount, credit, relief, or otherwise) from a third party a sum which further indemnifies or which is the same subject matter of claim such that the Indemnified Party’s recovery and retention of such amount would constitute double recovery for the same subject matter of claim, it shall as soon as reasonably practicable pay over such amount to the Indemnifying Party less all costs of recovery and Taxes with respect thereto. To the extent required by applicable Law and reasonably practicable, each Indemnified Party shall use commercially reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursementsmitigate any Losses for which the Indemnified Party makes claims under this Agreement; provided, however, that nothing herein shall require any an Indemnified Party to file any claim under maintain any insurance policypolicies, commence any proceedings against a third party, or obtain any insurance proceeds from other sources of indemnification available to such party in respect of the Losses. (e) Each An Indemnified Party shall take, and cause its Affiliates not be entitled to take, all reasonable steps to mitigate any Loss upon becoming aware recover from the Indemnifying Party under this Agreement more than once in respect of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy same portion of the breach that gives rise to such Losssame Losses suffered.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) Buyer Indemnified Persons shall not be liable for entitled to any claim payments for indemnification pursuant to Section 8.2(a). 8.2(b), Sections 9.02(a)(i) or 8.2(c) respectively, (i9.02(a)(ii) unless and until such Buyer Indemnified Persons have collectively suffered Losses in excess of $172,500 in the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000the “Basket”) whereupon the Shareholder and, thereafter, Buyer Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, Persons shall be entitled to indemnification payments for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than all Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same factsBasket, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant subject to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c)Cap. Notwithstanding the foregoing, as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) Buyer Indemnified Persons shall be entitled to payments for indemnification in respect of any Breach of or inaccuracy in Sellers Fundamental Representations or the sole source SOL Representations from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares first dollar of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIILosses. (b) In no event The aggregate amount of all payments made to Buyer Indemnified Persons in satisfaction of claims for indemnification pursuant to Sections 9.02(a)(i) or 9.02(a)(ii) shall any Indemnified Party be entitled not exceed an amount equal to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value $1,725,000 (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunitythe “Cap”), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Sellers Indemnified PartyPersons shall not be entitled to any payments for indemnification pursuant to Sections 9.03(a)(i) or 9.03(a)(ii) unless and until such Sellers Indemnified Persons have collectively suffered Losses in excess of the Basket and, thereafter, Sellers Indemnified Persons shall be entitled to indemnification payments for all Losses in excess of the Basket. Notwithstanding the foregoing, Sellers Indemnified Persons shall be entitled to payments for indemnification in respect of any Breach of or knowledge by an Indemnified Party or its representatives inaccuracy in Buyer Fundamental Representations from the first dollar of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII.Losses. {W5977534.1} (d) Any Losses recoverable hereunder The aggregate amount of all payments made to Seller Indemnified Persons in satisfaction of Claims for indemnification pursuant to Sections 9.03(a)(i) or 9.03(a)(ii) shall be reduced in not exceed an amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and equal to the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policyCap. (e) Each Indemnified Any Losses arising out of or relating to (i) Section 6.03 or (ii) fraud or willful misconduct of such Indemnifying 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 will not be reasonably expected to, or does, give rise thereto, including incurring costs only subject to the extent reasonably necessary to remedy the breach that gives rise to such Losslimitations on indemnification set forth in this Section 9.04.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying No amount shall be payable to an Indemnified Party (each, an “Indemnifying Party”) shall not be liable for in satisfaction of any claim for indemnification pursuant to Section 8.2(a). 8.2(b), 7.2(a) or 8.2(cSection 7.2(b) respectively, (i) above unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals paid, incurred, sustained or exceeds Twenty accrued equal or exceed Five Hundred Thousand dollars Dollars ($20,000500,000) whereupon (the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyThreshold”), respectively, at which time the Indemnifying Party shall be entitled to indemnification indemnify the Indemnified Party for the full amount of all Losses from and including the first dollar of all such Losses; provided, however, that the Threshold shall not be applicable with respect to, and each Indemnified Party shall be entitled to be indemnified, subject to the limitations set forth in this Article VII, from the Escrow Amount and/or by the Securityholders on a several (iion the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made), but not joint, basis, for all Losses arising out of or resulting from the indemnification obligation with respect to (x) no Losses may be claimed under this Section 8.2(athe breach or inaccuracy of any representation or warranty (A) of the Company contained in Sections 3.1 (Organization and Qualification). 8.2(b, 3.2 (Authority) or 3.5 (Capitalization), or 8.2(c(B) of any Securityholder contained in Section 2.3 (Ownership) of the Joinder Agreements, (y) any Claim for indemnification pursuant to Section 7.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b7.2(d) or 8.2(c), as applicable, taken together with all other indemnification actually paid 7.2(e) or (z) fraud or intentional misrepresentation by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) Person or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which and/or by any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIISecurityholder. (b) In no event Except as otherwise provided in this Section 7.5, the maximum aggregate amount of indemnifiable Losses that may be recovered by Indemnified Parties under Section 7.2 shall any be the Escrow Amount (the “Indemnity Cap”); provided, however, that the Indemnity Cap shall not be applicable with respect to, and each Indemnified Party shall be entitled to recover be indemnified, from the Escrow Amount and/or by the Securityholders on a several basis (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made), for, all Losses arising out of or make resulting from the indemnification obligation with respect to (x) the breach or inaccuracy of any representation or warranty (A) of the Company contained in Sections 3.1 (Organization and Qualification), 3.2 (Authority) or 3.5 (Capitalization) hereof, (B) of any Securityholder contained in Section 2.3 (Ownership) of the Joinder Agreements, (y) fraud or intentional misrepresentation by a claim for any amounts in respect ofSecurityholder or by the Company, provided that the maximum amount of indemnifiable Losses that may be recovered by an Indemnified Party from a Securityholder pursuant to (x) and in no event (y) hereof shall Losses be deemed limited to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value the consideration actually received by such Securityholder (including any changes measured as Earn-Out Amounts or other consideration actually received by such Securityholder after the Closing) under this Agreement; provided further that in the event of a multiple breach of earningsSection 2.3 (Ownership) of the Joinder Agreements by a Securityholder or in the event of fraud or intentional misrepresentation by a Securityholder under the Joinder Agreements, revenue such Securityholder’s indemnification obligation (and no other Securityholder’s obligations) for Losses shall be unlimited in amount. For the avoidance of doubt, no Securityholder shall have any liability with respect to breaches of representations, warranties or covenants by any other similar performance metric and Securityholder or for fraud or intentional misrepresentation of any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claimother Securityholder. (c) No investigation by an Indemnified PartyWithout limitation of the indemnity obligations under this Article VII, from and after the consummation of the Closing, (i) the Surviving Corporation shall have no obligation or knowledge by an Indemnified Party liability whatsoever in respect of Losses arising out of or its representatives resulting from the indemnification obligations in this Article VII; and (ii) notwithstanding anything in this Agreement to the contrary other than Section 5.13, the Securityholders shall have no right of indemnification, contribution or reimbursement from or remedy against the Surviving Corporation and/or any employee of the Surviving Corporation as a result of any indemnification they are required to make under or arising out of the breach or inaccuracy of a any representation, warranty, covenant or agreement of an Indemnifying Partyother obligation in this Agreement or in any certificate, conducted document or arising other instrument delivered herewith, and, except as set forth in Section 5.13, the Securityholders shall 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 date consummation of the Closing against the Surviving Corporation under or arising out of the breach or inaccuracy of any representation, warranty, covenant or other obligation of the Company related to the period prior to the Closing contained in this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced any Ancillary Agreement or in amount by insurance proceedsany certificate, indemnification payments, contribution payments document or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments other instrument delivered herewith or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.therewith.1

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNotwithstanding anything to the contrary contained in this Agreement, the Company Indemnifying Parties (i) no Losses may be claimed under or shall be reimbursable under Section 9.03(c) and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) Seller shall not be liable for any claim for indemnification Losses pursuant to Section 8.2(a). 8.2(b9.03(c) unless such Losses are in excess of $50,000 resulting from any single claim or series of related claims arising out of the same facts, events or circumstances, (ii) the Seller shall not be liable for any Losses pursuant to Section 9.03(d) or Section 9.03(e), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which that may be recovered from such Indemnifying Party equals or the Seller pursuant to Section 9.03(d) and Section 9.03(e), in the aggregate, exceeds Twenty Thousand dollars ($20,000) 1,500,000, whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, Purchaser shall be entitled to indemnification for the full amount of such Losses, Losses in excess of such amount; (iiiii) no Losses may be claimed under this Section 8.2(a). 8.2(b), 9.03(d) or 8.2(c), respectively, Section 9.03(e) or shall be reimbursable by or shall be included in calculating the aggregate losses Losses set forth in clause (iii) above other than Losses in excess of Two Thousand Dollars ($2000) 50,000 resulting from a any single claim or series of related claims arising out of the same facts, events or circumstances; and (iiiiv) in no event shall the maximum aggregate indemnification actually paid amount of indemnifiable Losses that may be recovered by an Indemnifying Party pursuant to Sections 8.2(a)the Purchaser Indemnified Parties arising out of, 8.2(b) or 8.2(c)resulting from, as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(bSection 9.03(d) or 8.2(cand Section 9.03(e), as applicablein the aggregate, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIan amount equal to $32,750,000. (b) In Notwithstanding anything to the contrary contained in this Agreement, no event Losses may be claimed under or shall any Indemnified Party be entitled to recover or make a claim reimbursable under Section 9.04(c) and the Purchaser shall not be liable for any amounts Losses pursuant to Section 9.04(c) unless such Losses are in respect ofexcess of $50,000 resulting from any single claim or series of related claims arising out of the same facts, events or circumstances. (c) Notwithstanding anything to the contrary contained in this Agreement, after the Closing, none of the Parties and in no event none of their respective Affiliates shall Losses be deemed to include, have any punitive, special, liability under any provision of this Agreement for (i) any incidental, exemplary, consequential, consequential or indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future profits, revenue or income, diminution in value or loss of business reputation or opportunity)opportunity relating to any indemnifiable Loss under Section 9.03, Section 9.04 or otherwise, regardless of whether such damages were foreseeable (except (A) to the extent necessary to reimburse an Indemnified Party hereunder for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in connection with a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge (B) with respect to any indemnifiable Loss under Section 9.03(a) that results from a breach by the Seller of Section 5.17 or Section 5.18 hereof, if such damages are the natural, probable and reasonably foreseeable result of such breach of Section 5.17 or Section 5.18), or (ii) any special or punitive damages (except to the extent necessary to reimburse an Indemnified Party or its representatives of hereunder for any such damages awarded to a breach of third party in connection with a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Third Party under this Article VIIIClaim). (d) Any Losses To the extent the Purchaser Indemnified Parties suffer a Loss that is both (x) recoverable hereunder under the R&W Insurance Policy and (y) according to the relevant Purchaser Indemnified Party’s determination, subject to indemnification under Section 9.03 by the Seller (a “Recoverable Loss”), then the Seller may request from the Purchaser that the Purchaser shall, and if the Seller so requests the Purchaser shall be reduced obligated to, first seek to recover the Recoverable Loss under the R&W Insurance Policy prior to recovering from the Seller with respect to such Recoverable Loss under Section 9.03; provided that, if (A) the Seller requests that the Purchaser shall first seek to recover the Recoverable Loss under the R&W Insurance Policy, and (B) the amount of the applicable Recoverable Loss exceeds the coverage available for such Recoverable Loss pursuant to the R&W Insurance Policy, then (I) the Purchaser shall seek to recover the coverage that is available under the R&W Insurance Policy with respect to the Recoverable Loss and (II) the Purchaser may, in its discretion, simultaneously seek to recover from the Seller with respect to such Recoverable Loss under Section 9.03. If the Seller requests that the Purchaser shall first seek to recover the Recoverable Loss under the R&W Insurance Policy pursuant to the prior sentence, then, notwithstanding anything herein to the contrary, (i) the Seller shall have no right to assume or control the negotiation and defense of such Recoverable Loss or the underlying Third Party Claim (if any) and (ii) the reasonable and documented out-of-pocket costs and expenses of the Purchaser Indemnified Parties in pursuing such Recoverable Loss under the R&W Insurance Policy shall also be deemed an indemnifiable Loss of the Purchaser Indemnified Parties pursuant to Section 9.03 to the extent the claim for such Recoverable Loss under the R&W Insurance Policy is denied and the Purchaser Indemnified Parties are awarded indemnification from the Seller pursuant to Section 9.03 with respect to such Recoverable Loss. The amount by of any Loss subject to indemnification hereunder or of any claim therefor shall be calculated net of any insurance proceeds, indemnification payments, contribution payments or reimbursements proceeds actually received by the Indemnified Parties on account of such Loss (net of any deductible or other costs or expenses of recovery, including any increase in premiums or retro-premiums). In the event that an insurance recovery is made by any Indemnified Party in connection Parties with respect to any Loss for which any such LossesPerson has been indemnified hereunder, and then a refund equal to the aggregate amount of the recovery actually received by such Indemnified Party shall use reasonable and diligent efforts be made promptly to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policythe Indemnifying Party. (e) Each Indemnified Party shall take, and cause its Affiliates The parties agree to take, all reasonable steps to mitigate any Loss upon becoming aware comply with the obligations set forth in Section 9.05(e) of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such LossDisclosure Schedule.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Notwithstanding anything in this Agreement: (x) an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b7.2(a) or Section 7.3(a), or 8.2(c) respectivelyas the case may be, (i) unless and until the aggregate amount of Losses which may be recovered from the Indemnifying Party equals or exceeds $20,000 (the “Threshold”), in which case the Indemnifying Party shall be liable for the amount in excess of such Threshold and for all indemnifiable Losses thereafter subject to (y), (y) the maximum aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying an Indemnified Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(bSection 7.2(a) or 8.2(c7.3(a) shall be $1,000,000; provided, that the foregoing clauses (x) and (y) shall not apply to Losses arising out of or relating to the breach of any representation or warranty made in any Core Representation, or representations, warranties, or covenants relating to Tax matters (including Section 3.22) or ERISA matters (including Section 3.10) or Stock Consideration (including Section 4.8) for which the maximum indemnifiable amount is $1,500,000 plus the Claim Stock Value of 200,000 shares of Acquiror Common Stock, or to any representation or warranty in the event of fraud or intentional misrepresentation; provided, further, that any recovery from the Indemnity Holdback shall be pro rata based on each Stockholder’s Proportionate Share of the Closing Merger Consideration. No Indemnified Party may make a claim for indemnification under Section 7.2(a) or Section 7.3(a), as applicablethe case may be, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held for breach by the Company Preferred Shareholder an Indemnifying Party (of a particular representation or cash in lieu thereof, at warranty after the election expiration of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash survival period thereof specified for such representation in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIISection 7.1. (b) In no event Acquiror, Sub, Surviving Corporation and their respective Representatives or Affiliates shall first seek a remedy from the Indemnity Holdback for any Indemnified Party be entitled indemnification claim asserted hereunder before seeking to recover or make any Losses from the Stockholders by offset against a claim for Contingent Payment. If the Indemnity Holdback is insufficient to satisfy the Indemnifying Party’s indemnification obligations hereunder, Acquiror may offset such unsatisfied amounts against any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages Contingent Payment payable to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Indemnifying Party Claimas determined based upon the Claim Stock Value. (c) No investigation by an Indemnified Party, or knowledge The amount of any Losses incurred by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after shall be reduced by the date of this Agreement, shall affect the recourse available to the net amount such Indemnified Party under this Article VIIIrecovers (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer or other Person liable for such Losses, provided that the applicable Indemnified Party shall have no obligation to seek recovery from any insurer or other third party. (d) Any Losses recoverable hereunder Anything to the contrary in this Agreement notwithstanding, the Stockholders’ obligations under this Article VII shall be reduced satisfied solely and exclusively from the Indemnity Holdback and by offset against any earned and unpaid Contingent Payment. Other than in amount by insurance proceedsthe case of fraud, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the no Indemnified Party shall use reasonable and diligent efforts to realize such benefitshave any recourse for a monetary remedy against a Stockholder, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall take, and cause its Affiliates to takeor any of the directors, all reasonable steps to mitigate any Loss upon becoming aware of any event managers, officers, employees, shareholders, partners or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Lossmembers.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, Notwithstanding anything to the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying contrary contained in this Agreement: (i) no Seller Party (each, an “Indemnifying Party”) shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), 10.2(a) or 8.2(c) respectively, (iSection 10.2(k) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller Parties equals or exceeds $999,000 (the “Deductible”), in which case the Seller Parties shall be obligated to indemnify such Buyer Indemnified Party for the aggregate amount of such Losses in excess of the Deductible; (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon by the Shareholder Indemnified Persons, the Company Buyer Indemnified Parties and pursuant to Section 10.2(a) shall be an amount equal to $999,000 (the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyCap”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the maximum aggregate indemnification actually paid amount of indemnifiable Losses which may be recovered by an Indemnifying Party the Buyer Indemnified Parties pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying PartySection 10.2(k) shall be $22,000,000; provided that the sole source from which limitations in (i), (ii) and (iii) shall not apply to any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIIIinaccuracy in or breach of any Fundamental Representation of any Seller Party, or a claim for Fraud. The shares of Series B Preferred Stock held by each Shareholder Seller Parties shall not be liable to any Buyer Indemnified Parties for indemnification under Section 10.2(a) with respect to any claim for indemnification not subject to the Cap in an aggregate amount greater than the Purchase Price (or cash the “Fundamental Cap”); provided that the limitation in lieu thereof, at the election of the Shareholder) this sentence shall be the sole source from which not apply to any Indemnified Party may be indemnified by the Shareholder under this Article VIIIclaim for Fraud. (b) In no event Notwithstanding anything to the contrary contained in this Agreement: (i) Buyer shall not be liable to any Seller Indemnified Party for any claim for indemnification pursuant to Section 10.3(a) unless and until the aggregate amount of indemnifiable Losses that may be entitled recovered from Buyer equals or exceeds the Deductible, in which case Buyer shall be obligated to recover indemnify such Seller Indemnified Party for the aggregate amount of such Losses in excess of the Deductible; and (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered by the Seller Indemnified Parties pursuant to Section 10.3(a) shall be an amount equal to the Cap; provided that the limitations in (i) and (ii) shall not apply to any inaccuracy in or make breach of any Fundamental Representation of Buyer, or a claim for Fraud. Buyer shall not be liable to any amounts Seller Indemnified Parties for indemnification under Section 10.3 in respect of, and an aggregate amount greater than the Fundamental Cap; provided that the limitation in no event this sentence shall Losses be deemed not apply to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or claim for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party ClaimFraud. (c) No investigation by an Indemnified Party, For purposes of (i) determining whether a breach of or knowledge by inaccuracy in a representation or warranty has occurred pursuant to this Agreement and (ii) calculating the amount of Losses arising from a breach of or inaccuracy in any representation and warranty for which an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of is entitled to indemnification under this Agreement, each representation and warranty contained in this Agreement and in any certificate delivered pursuant to Section 8.1(d) and Section 8.2(c) shall affect be read without giving effect to any Materiality Qualifiers (and shall be treated as if such Materiality Qualifiers were deleted from such representation or warranty); notwithstanding the recourse available foregoing, the following provisions shall not be read to disregard the Indemnified Party under this Article VIIIapplicable Materiality Qualifier: (A) each instance where the defined term “Material Contract” is used, and (B) Section 4.11(a)(xvi). (d) Any Losses recoverable The amount to which any Indemnified Party is entitled hereunder shall be reduced in by the amount by of insurance proceeds, indemnification payments, contribution payments or reimbursements proceeds actually received by any the Indemnified Party in connection with respect of such Lossesclaim for indemnification (other than the R&W Insurance Policy), less any costs and expenses (including deductibles and co-insurance) incurred by the Indemnified Party shall use reasonable in order to collect such insurance proceeds and diligent efforts less increases in premiums attributable to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policyamounts. (e) Each Nothing in this Agreement is intended to provide Buyer Indemnified Parties with duplicate recovery for Losses suffered by such Buyer Indemnified Parties under Section 10.2(a) or Section 10.2(b) through Section 10.2(k). A Buyer Indemnified Party shall take, only be eligible for indemnification under Section 10.2(b) through (k) to the extent the Losses exceed the amounts actually recovered under the Indemnity Escrow Amount and cause its Affiliates the R&W Insurance Policy. (f) All indemnification payments under this ARTICLE X shall be deemed adjustments to take, all the Purchase Price. (g) Buyer Indemnified Party shall use commercially reasonable steps efforts to mitigate and not exacerbate any Loss Losses upon becoming aware of any event event, state of facts, circumstances or circumstance that developments which would reasonably be reasonably expected to, or does, give rise theretoto such Losses. For purposes of clarity, including incurring costs only and notwithstanding anything in this Agreement to the contrary, the Buyer Indemnified Parties shall be deemed not to have suffered any Losses for a particular matter to the extent reasonably necessary the amount of such Loss was included in the determination of Closing Working Capital, Closing Indebtedness, Closing Cash, Closing Transaction Fees and Expenses, and Closing Assumed Indebtedness, with the intent of this sentence to avoid “double counting” and to memorialize the intent of the Parties that the procedures set forth in Section 3.4 shall provide the sole and exclusive remedy the breach that gives rise to for such Lossclaims.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder An Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)) or (b) or Section 8.3, or 8.2(c) respectivelyas the case may be, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals under Section 8.2(a) and (b) or Section 8.3, as applicable, exceeds Twenty Thousand dollars ($20,000) whereupon 500,000.00, in which case the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable for the full entire amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant subject to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares other limits and terms of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares ; provided, however, that for the avoidance of Series B Preferred Stock held by each Shareholder (or cash in lieu thereofdoubt, at the election of the Shareholderthis Section 8.6(a) shall be the sole source from which not limit or apply to any Indemnified Party may be indemnified payments owed by the Shareholder Acquiror under this Article VIIISections 2.9 or 6.4 hereof or any indemnifiable Losses under Section 8.2(c) – (g). (b) In no event shall any No Indemnified Party be entitled to recover or may make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect indemnification under Section 8.2(a) or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunitySection 8.3(a), except as the case may be, for any such damages to breach by the extent actually awarded by Indemnifying Party of a court particular representation or warranty that occurs or is identified after the expiration of competent jurisdiction and paid to a third party the survival period thereof specified in a Third Party ClaimSection 8.1. (c) No investigation For purposes of calculating the amount of Losses incurred by an Indemnified Party for purposes of this Agreement, such amount shall be: (i) reduced by the amount of any insurance benefits and proceeds actually paid to such Indemnified Party, or knowledge any Affiliate of any such party, in respect of such Losses net of any deductible amounts; (ii) reduced by an Indemnified Party the amount of any indemnification, contribution or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to other similar payment actually recovered by the Indemnified Party under this Article VIII. from any third party with respect to such Losses; (diii) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any net Tax Benefit realized by the applicable Indemnified Party where the “Tax Benefit” equals the reduction in connection with the actual amount of Taxes which such Indemnified Party would otherwise have had to pay in any taxable year (or portion thereof) ending on or prior to the Fundamental Representations and Tax Matters Expiration Date absent the payment or accrual of the loss, expense, deduction or Taxes resulting from the event or circumstance giving rise to such Losses, calculated on a combined, consolidated or unitary basis for federal, state, local and foreign Tax purposes, where applicable, by computing the amount of Taxes of such Indemnified Party before and after inclusion of any Tax deductions attributable to such Losses, and (iv) increased to take into account any net Tax Cost incurred by the Indemnified Party shall use reasonable and diligent efforts arising from (x) the receipt of indemnity payments hereunder or (y) the indemnification, contribution or other similar payments actually recovered by the Indemnified Party from any third party with respect to realize such benefitsLosses (in the case of either (x) or (y) grossed up for any income Tax incurred based on such increase), proceeds, where the “Tax Cost” equals the increase in Taxes realized by such Indemnified Party as a result of the receipt or accrual of such indemnity payments or reimbursements; providedindemnification, that nothing herein shall require any Indemnified Party to file any claim under any insurance policycontribution or other similar payments from a third party. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) no amount shall not be liable for payable by any claim for indemnification Autodata Indemnitor pursuant to Section 8.2(a). 8.2(bSections 10.2(a)(i), 10.2(a)(ii) or 8.2(c10.2(a)(iii) respectively, (i) unless and until the aggregate amount of all claims for Damages that are indemnifiable Losses pursuant to Sections 10.2(a)(i), 10.2(a)(ii) and 10.2(a)(iii) exceeds $100,000, and then only for the amount by which such Damages exceed such threshold amount; (b) no amount shall be payable by DealerTrack pursuant to Sections 10.2(b)(i) or 10.2(b)(ii) until the aggregate amount of all claims for Damages that are indemnifiable pursuant to Sections 10.2(b)(i) and 10.2(b)(ii) exceeds $100,000, and then only for the amount by which such Damages exceed such threshold amount; (c) the maximum aggregate amount of Damages for which indemnity may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon by the Shareholder Indemnified Persons, the Company DealerTrack Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”from any Autodata Indemnitor pursuant to Sections 10.2(a)(i), respectively, 10.2(a)(ii) and 10.2(a)(iii) shall be $3,000,000; (d) the maximum aggregate amount of Damages for which indemnity may be recovered by the Autodata Indemnified Parties from DealerTrack pursuant to Sections 10.2(b)(i) and 10.2(b)(ii) shall be $3,000,000; (e) no DealerTrack Indemnified Party or Autodata Indemnified Party shall be entitled to any indemnification pursuant to this Article 10 as a result of, or based upon or arising from, any claim for Damages or liability to the extent that such claim for Damages or liability is reflected in Autodata Closing Working Capital or DealerTrack Closing Working Capital; (f) the amount of any Damages claimed by any DealerTrack Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such DealerTrack Indemnified Party shall reimburse the Autodata Indemnitors for such reduction in Damages for which such DealerTrack Indemnified Party was indemnified prior to the realization of such reductions of Damages); 56 (g) the amount of any Damages claimed by any Autodata Indemnified Party hereunder shall be net of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Autodata Indemnified Party shall reimburse the DealerTrack Indemnitors for such reduction in Damages for which such Autodata Indemnified Party was indemnified prior to the realization of such reductions of Damages); (h) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the full same Damages; (i) in determining the amount of indemnification due under Section 10.2, all payments shall be reduced by any Tax benefit actually realized by the Indemnified Party on account of the underlying claim prior to the indemnity payment being made or, if such benefit is actually realized subsequent to the indemnity payment being made, the amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or benefit shall be reimbursable by or shall be included in calculating paid over to the aggregate losses set forth in clause Indemnifying Party at such time as such benefit is actually realized; (ij) above other than Losses in excess of Two Thousand Dollars ($2000) resulting if an Indemnified Party recovers Damages from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a)under Section 10.2, 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such the Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereofsubrogated, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid such recovery, to the Indemnified Party’s rights against any third party, other than a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to with whom the Indemnified Party has a material business agreement or arrangement, with respect to such recovered Damages, subject to the subrogation rights of any insurer providing insurance coverage under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and one of the Indemnified Party shall use reasonable Party’s policies and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only except to the extent reasonably necessary that the grant of subrogation rights to remedy the breach that gives rise to such Loss.Indemnifying Party is prohibited by the terms of the applicable insurance policy. 10.4

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties Seller and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) Parent shall not be liable have any obligation to indemnify the Buyer Indemnitees for any claim for indemnification pursuant claims under Section 8.l (b)(i) and 8.1(b)(ii) until the Indemnifiable Losses of the Buyer Indemnitees with respect to Section 8.2(a). 8.2(bsuch claims shall exceed $125,000 in the aggregate (the "Threshold"), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full total amount of such Losses, (ii) no Indemnifiable Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or from the first dollar and without regard to the Threshold shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held recoverable by the Company Preferred Shareholder Indemnifying Party (or cash Buyer Indemnities in lieu thereof, at accordance with the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIterms hereof. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts the total obligations of Seller under the indemnification provided in respect of, Sections 8.1(b)(i) and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity)8.1(b)(ii) exceed $5,000,000, except for any such damages to in the extent actually awarded event of fraud or intentional misrepresentation by a court of competent jurisdiction and paid to a third party in a Third Party Claimthe Seller or Parent. (c) No investigation Notwithstanding anything to the contrary contained herein, any Indemnifiable Loss shall be net of (i) the dollar amount of any insurance or other proceeds actually received by the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss and (ii) income Tax benefits to the Indemnitee or any of its Affiliates with respect to the Indemnifiable Loss, but such net amount shall be increased to give effect to the Income Taxes payable as a result of the receipt of any indemnification payments hereunder so that the Indemnitee is held harmless after Tax. Any Party seeking indemnity hereunder shall use its best efforts to make claims (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Loss. If after any payment of indemnity with respect to an Indemnified Party, or knowledge Indemnifiable Loss is made hereunder by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted any insurance proceeds, tax benefit or arising at recovery, settlement or payment by, from or against any time after the date of this Agreement, shall affect the recourse available to other entity is received by the Indemnified Party under this or any Affiliate with respect to such Indemnifiable Loss, then the Indemnified Party shall, or shall cause such Affiliate to, remit to the Indemnifying Party the lesser of (i) the amount of the insurance proceeds, tax benefit or other recovery, settlement or payment, if not previously taken into account in computing the indemnity payment with respect to such Indemnifiable Loss, and (ii) any amounts previously paid by the Indemnifying Party pursuant to Article VIIIVIII with respect to such Indemnifiable Loss. (d) Any Losses recoverable hereunder The sole recourse and exclusive remedy of either Party after the Closing Date for the breach of this Agreement shall be reduced in amount by insurance proceedsto assert a claim for indemnification under this Article VIII or to recover such amounts as are otherwise due pursuant to the terms of this Agreement, indemnification paymentsexcept for claims based on fraudulent actions, contribution payments misrepresentations or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policybreaches. (e) Each Indemnified Party If (i) Parent or Seller agree in writing or (ii) pursuant to a final order of a court, not subject to further appeal, Parent or Seller is legally required, to indemnify Buyer pursuant to this Article VIII, the amount of such indemnification shall take, be paid first as a prepayment under the Promissory Note and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only then to the extent reasonably necessary to remedy the breach that gives rise to there still exists any deficiency thereafter by Seller or Parent paying such Lossamount in cash.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, Notwithstanding anything to the Company Indemnifying Parties and the Company Preferred Shareholder contrary contained in this Agreement: (i) an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)9.02 or 9.03, or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 500,000, after which the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable only for the full amount those Losses in excess of such Losses, $500,000; (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), 9.02 or 8.2(c), respectively, 9.03 by an Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in calculating the aggregate losses Losses set forth in clause (ia) above other than Losses in excess of Two Thousand Dollars ($2000) 1,000 resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Indemnified Party pursuant to Sections 8.2(a), 8.2(b) arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(b) Section 9.02 or 8.2(c)9.03, as applicablethe case may be, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election shall be an amount equal to 20% of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIPurchase Price. (b) In no event Payments pursuant to Section 9.02 and 9.03 shall be limited to the amount of any liability or damage that remains after deducting therefrom (i) any Tax benefit actually realized by any Indemnified Party be entitled to recover and (ii) any insurance proceeds and any indemnity, contribution or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or other similar payment recoverable by any other similar performance metric and Indemnified Party from any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claimwith respect thereto after reduction for (a) any retroactive premium adjustment and (b) the aggregate amount of the reasonably anticipated (based on the advice of insurance brokers or providers) increased insurance premiums over the following five policy years. (c) No investigation by an Indemnified PartyThe Seller and the Purchaser acknowledge and agree that their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated hereby (other than claims of, or knowledge by an Indemnified Party or its representatives causes of a breach of a representationaction arising from, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, fraud) shall affect the recourse available be pursuant to the Indemnified Party under indemnification provisions set forth in this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceedsIX . In furtherance of the foregoing, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, the Seller and the Indemnified Party shall use reasonable Purchaser hereby waive to the fullest extent permitted under applicable Law, any and diligent efforts to realize such benefitsall rights, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. claims and causes of action (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 be reasonably expected toother than claims of, or doescauses of action arising from, give rise theretofraud) either may have against the other (or their respective Affiliates) arising under or based upon any Law, including incurring costs only in equity or otherwise (except pursuant to the extent reasonably necessary to remedy indemnification provisions of the breach that gives rise to such LossPurchasers set forth in this Article IX ).

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, Notwithstanding anything to the Company Indemnifying Parties and the Company Preferred Shareholder contrary contained in this Agreement: (i) an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), 8.2(a)(i) or 8.2(c) respectively, (iSection 8.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party pursuant to Section 8.2(a)(i) or Section 8.3(a) equals or exceeds Twenty Thousand dollars $450,000 ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyDeductible”), respectively, in which case an Indemnifying Party shall be entitled to indemnification liable only for the full amount Losses in excess of such Lossesamount; provided, (ii) that no Losses may be claimed under this Section 8.2(a). 8.2(b), by any Indemnified Party or 8.2(c), respectively, or shall be reimbursable by or shall may be included in calculating the aggregate losses set forth in Losses for the purpose of this clause (i) above other than Losses in excess of Two Thousand Dollars $15,000, ($2000ii) resulting the maximum aggregate amount of indemnifiable Losses which may be recovered from a single claim or series of related claims Company Indemnifying Party arising out of or relating to the same factsmatters set forth in Section 2.13 and Section 8.2 shall be such Company Indemnifying Party’s pro rata portion of the Escrow Amount based on its Escrow Pro Rata Percentage (which shall constitute the sole and exclusive remedy for such matters); provided that, events notwithstanding the foregoing, the maximum aggregate amount of indemnifiable Losses which may be recovered from a Company Indemnifying Party arising out of or circumstancesrelating to the matters set forth in Section 8.2(a)(v) shall be such Company Indemnifying Party’s pro rata portion of $1,000,000 based on its Escrow Pro Rata Percentage, (iii) the maximum aggregate amount of indemnifiable Losses which may be recovered from Parent arising out of or relating to the matters set forth in Section 2.13 and Section 8.3(a) shall be the Escrow Amount; and (iv) the Holders, Optionholders and Warrantholder shall not be obligated to indemnify the Parent or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; provided, further that the foregoing clauses (i) and (ii) shall not apply to (A) Losses arising out of or relating to the breach of any Fundamental Representation, (B) Losses arising out of or relating to any intentional breach of any covenant or agreement by the Company or the Parent, as applicable, contained in this Agreement, (C) Losses arising out of or relating to any intentional breach of any covenant or agreement in any Ancillary Agreement or any schedule, certificate or document delivered hereto, (D) unpaid Transaction Expenses charged to the Parent, Merger Sub, the Surviving Corporation, the Company or any of their Affiliates that shall not have been reflected in the Final Closing Statement or (E) Losses arising out of or relating to the Fraudulent breach of any representation or warranty described in Section 8.2(a)(i) (clauses (A) – (E), the “Fundamental Claims”). The maximum aggregate amount of indemnifiable Losses which may be recovered from any Holder, Optionholder or Warrantholder arising out of or relating to the Fundamental Claims shall be the portion of the Merger Consideration actually paid to such Person; provided, that in respect of Losses arising out of or relating to the Fraudulent breach of any representation or warranty described in Section 8.2(a)(i), the maximum aggregate amount of indemnifiable Losses which may be recovered from any Holder, Optionholder or Warrantholder may exceed the portion of the Merger Consideration actually paid to such Person if such Person committed such Fraudulent breach. No Indemnified Party may make a claim after the fifteen month anniversary of the Closing Date for indemnification under Section 8.2(a)(i) or Section 8.3(a), as the case may be, for breach by the Indemnifying Party of a particular representation or warranty, except with respect to a claim based on a Fundamental Representation or Fraudulent breach of any representation or warranty described in Section 8.2(a)(i) or Section 8.3(a), for which no Indemnified Party may make a claim after the date that is 30 days after the expiration of the applicable statute of limitations with respect to such matter. (b) Following the Closing and except as provided in Section 2.13, (i) Article VIII shall constitute the sole and exclusive remedy for recovery of Losses by the Indemnified Parties entitled to indemnification pursuant to Section 8.2 (each, a “Parent Indemnified Party”) and for all other claims, indemnifiable matters or other breaches under this Agreement (which means, for example, that the survival periods and liability limits set forth in this Article VIII shall control notwithstanding any statutory or common law provisions or principles to the contrary) and (ii) all applicable statutes of limitations or other claims periods with respect to claims for Losses shall be shortened to the applicable claims periods and survival periods set forth herein and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant Parent Indemnified Parties irrevocably waive any and all rights they may have to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which make claims against any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under statutory and common Law as a result of any Losses and any and all other damages incurred by the Parent Indemnified Parties with respect to this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (Agreement whether or cash not in lieu thereof, at the election excess of the Shareholder) shall maximum amounts permitted to be the sole source from which any Indemnified Party may be indemnified by the Shareholder under recovered pursuant to this Article VIII. (bc) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages Notwithstanding anything herein to the extent actually awarded by a court contrary, for purposes of competent jurisdiction and paid to a third party in a Third Party Claim. calculating or determining the amount of Losses indemnifiable under Section 8.2: (ci) No investigation by there shall be deducted from any Losses an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available amount equal to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements of any proceeds actually received by any Parent Indemnified Party from any third-party insurer or from any other third parties in connection with such Losses (net of any increased premiums as a result of paying such insurance claims); provided, however, that in the event any Parent Indemnified Party first recovers from the Escrow Amount or an Indemnifying Party for any Losses and thereafter recovers for the same Losses from any third-party insurer or from any other third parties in connection with such Losses, and then the amount recovered from such third-party insurer or other third party (up to the amount first recovered from the Escrow Amount or the Indemnifying Party) shall be deposited in the Escrow Fund or paid to the applicable Indemnifying Party, as applicable, by Parent promptly upon receipt of such amount by Parent; provided, further, that no Parent Indemnified Party shall have any obligation to use more than commercially reasonable and diligent efforts to realize claim, seek or otherwise obtain any such benefitsinsurance, indemnity, contribution or reimbursement proceeds to which it may be entitled and in no event shall be required to commence any Action to claim, seek or otherwise obtain such proceeds; (ii) no Parent Indemnified Party shall be entitled to double recovery for any adjustments to consideration provided for hereunder or for any indemnifiable Losses even though such Losses, payments or reimbursementsany other adjustment, may have resulted from the breach of more than one of the representations, warranties and covenants, or any other indemnity, in this Agreement; (iii) if and solely to the extent that an amount of Losses in connection with an indemnifiable matter was already taken into account in connection with calculation of the Closing Cash, Closing Indebtedness or Closing Transaction Expenses, the same amount of such Losses may not be recovered under this Article VIII; and (iv) notwithstanding anything to the contrary herein, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses) incurred in investigating, preparing or defending any applicable Third Party Claim shall constitute indemnifiable Losses if and solely to the extent that such Third Party Claim gives rise to indemnifiable Losses; provided, that nothing the entrance into any settlement of a Third Party Claim shall give rise to such costs and expenses constituting indemnifiable Losses if the Securityholder Representative provides its prior written consent to such settlement pursuant to Section 8.4(b). (d) Notwithstanding anything herein to the contrary, Losses shall require include only actual losses and out-of-pocket expenses incurred, and shall not include any Indemnified other Losses, such as (i) punitive or special damages of any kind (except to the extent that such damages are actually awarded to a third party in connection with a Third Party Claim), (ii) incidental or consequential damages of any kind (except to file any claim the extent that such damages are actually awarded to a third party in connection with a Third Party Claim or were otherwise reasonably foreseeable under any insurance policyDelaware law) or (iii) reductions or diminutions in value or lost opportunities. (e) Each Indemnified Party In determining whether there has been a breach of any representation, warranty or covenant, and, if applicable, the amount of any Losses in respect of such breach, any materiality or Material Adverse Effect standard or qualification contained in such representation or warranty shall takebe disregarded (other than in instances where the context dictates otherwise (e.g., the operation of this sentence shall not turn references to “Material Contract” to “Contract”)). (f) In determining the amount of any Losses in respect of a breach of any representation, warranty or covenant (but not for purposes of determining if a breach has occurred), any materiality or Material Adverse Effect standard or qualification contained in such representation or warranty shall be disregarded (other than in instances where the context dictates otherwise (e.g., the operation of this sentence shall not turn references to “Material Contract” to “Contract”)). (g) Any claim for indemnification under Section 8.2, and cause any offer to compromise or settle such claim, must be made on a pro rata basis to all Company Indemnifying Parties (based on their respective Escrow Pro Rata Percentages). (h) Notwithstanding anything herein to the contrary, the Company is not guaranteeing and no Holder, Optionholder or Warrantholder shall be held liable for Parent’s use of, or inability to use, net operating losses, capital losses, built-in losses, tax credits or similar items of the Company or any of its Affiliates Subsidiaries. (i) Notwithstanding anything herein to takethe contrary, all reasonable steps to mitigate the limitations set forth in this Section 8.5 shall not, in any Loss upon becoming aware way, limit the liability of any event Indemnifying Party for Losses arising out of or circumstance relating to Fraud by the Indemnifying Party that would be reasonably expected to, committed or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to is charged with having committed such LossFraud.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (ai) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder an Indemnifying Party shall only be liable for any claim for indemnification pursuant to Section 8.2(a) or Section 8.3(a), as the case may be, in respect of any Loss incurred or suffered by an Indemnified Party that is a Qualifying Loss, (each, ii) an “Indemnifying Party”) Party shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b) or Section 8.3(a), or 8.2(c) respectivelyas the case may be, (i) unless and until the aggregate amount of indemnifiable Qualifying Losses which may be recovered from the Indemnifying Party equals or exceeds an amount equal to EUR 2 million, in which case the Indemnifying Party shall be liable for the amount of such Losses in excess of such amount, (iii) the maximum aggregate amount of indemnifiable Qualifying Losses which may be recovered from an Indemnifying Party arising out of or relating to the matters set forth in Section 8.2(a) or Section 8.3(a) (other than, in each case, arising out of or relating to Fundamental Representations or Tax representations), shall be an amount equal to EUR 40 million (the “General Cap”), (iv) the maximum aggregate amount of indemnifiable Losses which may be recovered from such an Indemnifying Party equals arising out of or exceeds Twenty Thousand dollars relating to any of the matters set forth in Section 8.2 or Section 8.3 ($20,000) whereupon including, for the Shareholder Indemnified Personsavoidance of doubt, any breach of a Fundamental Representation or Tax representation or any indemnification under Section 6.2), as the Company Indemnified Parties and case may be, shall be an amount equal to EUR 200 million (the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyOverall Cap”), respectivelyand (v) the Seller shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss or alleged Loss to the extent of any related reserves or other amounts reflected in the Final Closing Statement or to the extent such Loss or alleged Loss was included in the calculation of Indebtedness, shall be entitled Net Adjustment Amount or Transaction Expenses in connection with the determination of adjustments to indemnification for the full amount of such LossesEstimated Purchase Price pursuant to Section 2.4; provided, however, that the foregoing clauses (i), (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) shall not apply to the inaccuracy or breach of a Fundamental Representation or a Tax representation and provided, further that the foregoing clauses (i), (ii), (iii) and (iv) shall not apply to Losses in no the event shall the aggregate indemnification actually paid by an of fraud. The Indemnifying Party pursuant shall not be required to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any indemnify an Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded that any Loss results from or is magnified by a court the action or inaction of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an the Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time Affiliates after the date of Closing, or the Indemnified Party could have, with commercially reasonable efforts, mitigated or prevented such Loss (or any part thereof). Notwithstanding anything to the contrary contained in this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder no Loss shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Lossesindemnified more than once, and the Indemnified Party Buyer shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policynot seek indemnification for the same Loss more than once. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder No amount shall be payable by any Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), SECTION 8.2(a)(i) and (ii) or 8.2(cSECTION 8.2(b)(i) respectively, and (iii) unless and until the aggregate amount of Damages indemnifiable Losses which may be recovered from such Indemnifying Party equals under SECTION 8.2(a)(i) and (ii) or exceeds Twenty Thousand dollars SECTION 8.2(b)(i) and ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”ii), respectively, exceeds $4,000,000 (at which point the Indemnified Party shall be entitled to all indemnification for the full amount amounts in excess of such Lossesthreshold amount); PROVIDED, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b)HOWEVER, or 8.2(c), respectively, or that the above limitation shall be reimbursable by or shall be included in calculating the aggregate losses not apply to any indemnification obligations of Seller and Parent to Purchaser Indemnified Parties arising from Seller's and Parent's representations and warranties set forth in clause SECTION 2.19 (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(bTaxes) or 8.2(c), as applicable, taken together with all SECTION 2.22(a)(iii) or (b)(iii) (Title to Assets) or SECTION 2.15(a)(i) (Title to Owned Property) or indemnification obligations of any party under any other provision of ARTICLE VIII (nor shall any Damages paid in respect of such other indemnification actually paid by obligations be applied toward such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c$4,000,000 threshold), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages Notwithstanding anything to the extent actually awarded by a court of competent jurisdiction and paid to a third party contrary contained in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available maximum amount of indemnifiable Damages which may be recovered by any Purchaser Indemnified Parties from Seller and Parent and by any Seller Indemnified Parties from Purchaser arising out of, resulting from or incident to the Indemnified Party under this Article VIII. matters enumerated in SECTION 8.2(a)(i) or (da)(ii) Any Losses recoverable hereunder or SECTION 8.2(b)(i) or (b)(ii) shall be reduced in an amount by insurance proceedsequal to thirty percent (30%) of the Purchase Price; PROVIDED, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; providedHOWEVER, that nothing herein this limitation shall require not apply to any indemnification obligations of Seller and Parent to any Purchaser Indemnified Party to file any claim under any insurance policyParties arising from representations and warranties set forth in SECTION 2.14 (Employee Benefits), SECTION 2.17 (Environmental Matters) or SECTION 2.19 (Taxes). (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (ai) The Shareholder Indemnifying Personsno Party shall be liable for any indirect, special, incidental or consequential Losses; (ii) no indemnification shall arise under this Agreement for any breach or Third Party Claim which results from or is increased wholly or partly as a result of any change in applicable Laws after the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party date hereof, (eachiii) a party providing indemnification hereunder, (an “"Indemnifying Party”") shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)any provision of this Agreement, or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars USD $[*]: ($20,000iv) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date provision of this Agreement, as the case may be, shall affect be an amount equal to USD $[*] in the recourse available aggregate , and (v) with respect to contingent or unquantifiable Losses, no payment will be due by any Indemnifying Party unless and until the relevant Losses cease to be contingent or may be quantified. No Party shall have any liability under any provision of this Agreement for any Losses to the Indemnified extent that such Losses relate to, wholly or partly, or are increased in any way as a result of actions, omissions or failure to mitigate by the other Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceedsor its Affiliates, indemnification paymentsofficers, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Lossesdirectors, employees and the Indemnified agents. Each Party shall use reasonable take and diligent efforts shall cause to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (e) Each Indemnified Party shall take, and cause its Affiliates to take, be taken all commercially reasonable steps to mitigate any Loss upon all such Losses immediately after becoming aware of any event or circumstance that would could reasonably be reasonably expected to, or does, to give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such LossLosses. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION. EXECUTION COPY EXHIBIT 2.1 The computation of the Losses pursuant to this Article VIII shall be made after deducting therefrom (i) any Tax benefit to the Indemnified Party, or (ii) any insurance proceeds and any indemnity, contribution or other similar payment recoverable (or, with respect to insurance proceeds, which would have been recoverable had the relevant Indemnified Party maintained in full force and effect under the same terms and conditions the insurance policies maintained by the other Party or its Affiliates immediately prior to the Closing Date) by the Indemnified Party from any third party with respect thereto. In addition, any amount recovered by an Indemnified Party from third parties with respect to a Loss which has already been indemnified by an Indemnifying Party shall be promptly repaid by the Indemnified Party to the Indemnifying Party.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, except as set forth below: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b)9.02 or 9.03, or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 100,000, after which the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable only for the full amount those Losses in excess of such Losses, $100,000; (iib) no Losses may be claimed under this Section 8.2(a). 8.2(b), 9.02 or 8.2(c), respectively, 9.03 by an Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in calculating the aggregate losses Losses set forth in clause (ia) above other than Losses in excess of Two Thousand Dollars ($2000) 5,000 resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; and (iiic) in no event shall the aggregate indemnification actually paid by maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Indemnified Party pursuant to Sections 8.2(a), 8.2(b) arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to resulting from the causes set forth in Sections 8.2(a),8.2(bSection 9.02 or 9.03, as the case may be, shall be an amount equal to $2,225,000. The provisions of this Section 9.04 shall not apply with respect to indemnification (A) of either party for Taxes, provided that an Indemnifying Party shall not be liable for any claim for indemnification for Taxes unless and until the aggregate amount of indemnifiable Losses (including Losses other than for Taxes) which may be recovered from the Indemnifying Party equals or 8.2(cexceeds $100,000, after which the Indemnifying Party shall be liable only for those Losses in excess of $100,000, (B) by the Seller of the Purchaser for Losses arising from or related to workers’ compensation insurance and workers’ compensation claims, including claims incurred prior to the Closing Date but not reported until thereafter, (C) by the Seller of the Purchaser for (x) Litigation Losses, (y) Liabilities resulting directly or indirectly from the provision by the Purchaser to the Seller of inaccurate information pursuant to Section 3.27(i), as applicable, exceed One Million Dollars or ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election z) Losses relating to any failure of the Company Preferred Shareholder Indemnifying Partyor the Company Subsidiaries, prior to the Closing Time, to fully vest participants in accordance with plan terms on the discontinuance of employer contributions to the Company’s retirement plans (provided, in the case of clause (z), that the Purchaser has afforded the Seller both the ability to control the remediation of any such event at the Seller’s expense and through counsel of the Seller’s choice in consultation with the Purchaser and the Purchaser’s counsel, respectively, and reasonable cooperation in connection therewith), or (D) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election Purchaser of the ShareholderSeller for Liabilities (x) shall be resulting directly or indirectly from the sole source from which any Indemnified Party may be indemnified provision by the Shareholder Purchaser to the Seller of inaccurate information pursuant to Section 5.09 (provided the Seller has not terminated its obligations under this Article VIII. (bSection 5.09(c) In no event shall any Indemnified Party be entitled pursuant to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damagesSection 5.09(e)), or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages y) relating to the extent actually awarded by a court COBRA obligations of competent jurisdiction and paid the Purchaser or amounts payable pursuant to a third party in a Third Party ClaimSection 6.03. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.”

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder an Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b) (or Section 8.2(j) as it relates thereto) or Section 8.3(a), or 8.2(c) respectivelyas the case may be, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000) whereupon 350,000, in which case the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, shall be entitled to indemnification liable for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess thereof, (b) the maximum aggregate amount of Two Thousand Dollars ($2000) resulting indemnifiable Losses which may be recovered from a single claim or series of related claims an Indemnifying Party arising out of the same facts, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant relating to the causes set forth in Sections 8.2(a),8.2(bSection 8.2(a) and Section 8.2(i) (or Section 8.2(j) as it relates to either of the foregoing) or 8.2(cSection 8.3(a), as applicablethe case may be, exceed One Million Dollars shall be equal to the Indemnity Escrow Amount ($1,000,000the “Escrow Cap”). The shares , (c) the maximum aggregate amount of Series B Preferred Stock held by indemnifiable Losses which may be recovered from the Company Preferred Shareholder Indemnifying Party Effective Time Holders arising out of or related to the IP Representations (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying PartySection 8.2(j) as it relates thereto) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements$10,000,000; provided, that nothing herein to the extent that any portion of the Indemnity Escrow Amount has been released to Parent Indemnified Parties, such released amounts shall require reduce such maximum amount (such amount, as so reduced, the “IP Cap”), (d) the Effective Time Holders shall not be obligated to indemnify Parent or any Indemnified Party other Person with respect to file any claim under any insurance policy. Loss to the extent (and only to the extent) that a specific accrual or reserve for the amount of such Loss was reflected as a Liability in calculating the Net Adjustment Amount; and (e) Each the liability of each Effective Time Holder with respect to any Losses hereunder shall be limited to such Effective Time Holder’s Pro Rata Percentage of such Losses; provided, that the foregoing clauses (a) and (b) shall not apply to Losses arising out of or relating to the inaccuracy or breach of any Fundamental Representation, IP Representation or to any claim of fraud or intentional misrepresentation, or to any claims pursuant to Sections 8.2(b), (c), (d), (e), (f) (g), (h), (i) (with respect to clause (a) above only) or (j) (as it relates thereto), in each case, as to which the Indemnified Party shall takemay recover the applicable Losses (x) first, from the Indemnity Escrow Fund until that is exhausted or claims exceeding the then remaining amount of the Indemnity Escrow Fund have been made and (y) then, directly from the Effective Time Holders in accordance with each Effective Time Holder’s Pro Rata Percentage, and cause its Affiliates the maximum aggregate liability of each Effective Time Holders shall be an amount equal to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise theretothe consideration actually received by such Effective Time Holder in the aggregate, including incurring costs only to any amounts remaining in the extent reasonably necessary to remedy the breach that gives rise to such LossIndemnity Escrow Fund.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement or any of the Ancillary Agreements: (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder (i) An Indemnifying Party (each, an “Indemnifying Party”) shall not be liable for any claim for indemnification pursuant to Section 8.2(a). 8.2(b) or Section 8.3(a), or 8.2(c) respectivelyas the case may be, (i) unless and until the aggregate amount of indemnifiable Losses which may be recovered from such the Indemnifying Party equals or exceeds Twenty Thousand dollars $2,750,000 ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyDeductible Amount”), respectively, in which case the Indemnifying Party shall be entitled to indemnification liable for the full amount of such LossesLosses in excess of the Deductible Amount, (ii) no the maximum aggregate amount of indemnifiable Losses which may be claimed under this Section 8.2(a). 8.2(b), recovered from an Indemnifying Party arising out of or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating relating to the aggregate losses causes set forth in clause Section 8.2(a) or Section 8.3(a), as the case may be, shall be an amount equal to $2,750,000 (ithe “Cap”), and (iii) above no Losses shall be indemnifiable by the HTA Sellers pursuant to Section 8.2(a) other than Losses in excess of Two Thousand Dollars ($2000) 25,000 resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing clauses (i), (ii) and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant not apply to Sections 8.2(a), 8.2(b) Losses arising out of or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant relating to the causes inaccuracy or breach of any Fundamental Representation, any representation or warranty set forth in Sections 8.2(a),8.2(b) Section 3.17, or 8.2(c)any representation or warranty or in the event of fraud, as applicablewillful misconduct or intentional misrepresentation. Except in the case of fraud, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election maximum aggregate liability of the Company Preferred Shareholder Indemnifying Party) HTA Sellers with respect to all Losses indemnifiable pursuant to Section 8.2 shall be not exceed the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIIEnterprise Value. (b) In no event The Buyer Indemnified Parties shall any Indemnified Party not be entitled to recover or make a claim indemnification pursuant to Section 8.2 for any amounts in respect of, Loss (and in no event such Loss shall Losses not be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect counted for purposes of the Deductible Amount or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages the Cap) to the extent actually awarded by that a court specific accrual or reserve for the amount of competent jurisdiction and paid to such Loss was included as a third party Liability in a Third Party Claimcalculating the Net Adjustment Amount. (c) No investigation The amount of any Loss subject to indemnification shall be reduced by an Indemnified Partyany insurance, warranty or knowledge indemnity proceeds to the extent actually received by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIII. in respect of such Losses (d) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by net of the cost and expense of obtaining any Indemnified Party in connection with such Losses, and the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; providedreimbursements and any premium or other cost increases resulting therefrom, that nothing herein shall require other than with respect to the R&W Insurance Policy). To the extent any insurance or other such proceeds are actually received by an Indemnified Party which have not previously reduced the amounts recoverable under this Article VIII, the Indemnified Party shall promptly pay such amounts (net of the reasonable cost and expense of obtaining any such benefits, proceeds, payments or reimbursements and any premium or other cost increases resulting therefrom) to file any claim under any insurance policythe Indemnifying Party. (ed) Each Indemnified Party of the Parties shall take, and cause its Affiliates to take, take all commercially reasonable steps to mitigate any Loss upon becoming aware their respective Losses, with the obligation to mitigate to commence, respectively, within a reasonable time after the Party's knowledge of any the relevant event or circumstance that condition which would be reasonably expected to, or does, give rise theretoto any Losses that are indemnifiable hereunder, including incurring costs only in each case solely to the extent reasonably necessary to remedy the breach that gives rise to such Lossrequired by applicable Law.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnifying Party”) Buyer Indemnified Persons shall not be liable for entitled to any claim payments for indemnification pursuant to Section 8.2(a). 8.2(b), Sections 9.02(a)(i) or 8.2(c) respectively, (i9.02(a)(ii) unless and until such Buyer Indemnified Persons have collectively suffered Losses in excess of $172,500 in the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or exceeds Twenty Thousand dollars ($20,000the “Basket”) whereupon the Shareholder and, thereafter, Buyer Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified Party”), respectively, Persons shall be entitled to indemnification payments for the full amount of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than all Losses in excess of Two Thousand Dollars ($2000) resulting from a single claim or series of related claims arising out of the same factsBasket, events or circumstances; and (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant subject to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c)Cap. Notwithstanding the foregoing, as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) Buyer Indemnified Persons shall be entitled to payments for indemnification in respect of any Breach of or inaccuracy in Sellers Fundamental Representations or the sole source SOL Representations from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares first dollar of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIIILosses. (b) In no event The aggregate amount of all payments made to Buyer Indemnified Persons in satisfaction of claims for indemnification pursuant to Sections 9.02(a)(i) or 9.02(a)(ii) shall any Indemnified Party be entitled not exceed an amount equal to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value $1,725,000 (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunitythe “Cap”), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Sellers Indemnified PartyPersons shall not be entitled to any payments for indemnification pursuant to Sections 9.03(a)(i) or 9.03(a)(ii) unless and until such Sellers Indemnified Persons have collectively suffered Losses in excess of the Basket and, thereafter, Sellers Indemnified Persons shall be entitled to indemnification payments for all Losses in excess of the Basket. Notwithstanding the foregoing, Sellers Indemnified Persons shall be entitled to payments for indemnification in respect of any Breach of or knowledge by an Indemnified Party or its representatives inaccuracy in Buyer Fundamental Representations from the first dollar of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIIILosses. (d) Any Losses recoverable hereunder The aggregate amount of all payments made to Seller Indemnified Persons in satisfaction of Claims for indemnification pursuant to Sections 9.03(a)(i) or 9.03(a)(ii) shall be reduced in not exceed an amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by any Indemnified Party in connection with such Losses, and equal to the Indemnified Party shall use reasonable and diligent efforts to realize such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policyCap. (e) Each Indemnified Any Losses arising out of or relating to (i) Section 6.03 or (ii) fraud or willful misconduct of such Indemnifying 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 will not be reasonably expected to, or does, give rise thereto, including incurring costs only subject to the extent reasonably necessary to remedy the breach that gives rise to such Losslimitations on indemnification set forth in this Section 9.04.

Limits on Indemnification. (a) The Shareholder Indemnifying Persons, the Company Indemnifying Parties and the Company Preferred Shareholder Indemnifying A Party against whom a claim for indemnification is sought by an Indemnified Party pursuant to this ARTICLE 9 (each, an “Indemnifying Party”) shall not be liable for with respect to any claim for indemnification pursuant to Section 8.2(a). 8.2(b), 9.2(i) (where Seller is the Indemnifying Party) or 8.2(cSection 9.3(i) respectively, (iwhere Buyer is the Indemnifying Party) to any Indemnified Party unless and until the aggregate amount of indemnifiable Losses which may be recovered from all claims against such Indemnifying Party equals pursuant to Section 9.2(i) (where Seller is the Indemnifying Party) or Section 9.3(i) (where Buyer is the Indemnifying Party) exceeds Twenty Thousand dollars $5,250,000 ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyIndemnification Threshold”), respectivelyas to which such Indemnifying Party shall thereafter be responsible for all such Losses relating to such claims from the first dollar, shall and not merely the amount in excess of the Indemnification Threshold. No Buyer Indemnified Party will be entitled to indemnification for the full amount a Loss pursuant to Section 9.2(i) if, with respect to any individual item of such Losses, (ii) no Losses may be claimed under this Section 8.2(a). 8.2(b), Loss or 8.2(c), respectively, or shall be reimbursable by or shall be included in calculating the aggregate losses set forth in clause (i) above other than Losses in excess group of Two Thousand Dollars ($2000) resulting from a single claim or series items of related claims Loss arising out of the same facts, events or similar facts or circumstances; and , such items are less than $50,000 (iii) in no event shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a“De Minimis Threshold”), 8.2(b) or 8.2(c), as applicable, taken together with all other indemnification actually paid by such Indemnifying Party pursuant to the causes set forth in Sections 8.2(a),8.2(b) or 8.2(c), as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from which any Indemnified Party may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (or cash in lieu thereof, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII. (b) In no event The maximum aggregate amount recoverable from Seller pursuant to Section 9.2(i) shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special, incidental, exemplary, consequential, indirect or exemplary damages, or for any diminution in value $26,250,000 (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunitythe “Cap Amount”), except for any such damages to the extent actually awarded by a court of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified PartyNotwithstanding Section 9.4(a) and (b) hereof, none of the Indemnification Threshold, the Cap Amount and the De Minimis Threshold shall apply to claims for indemnification pursuant to Section 9.2(i) with respect to any inaccuracy, misrepresentation or breach of (i) any Fundamental Representation or (ii) of any of the representations and warranties in Section 3.2(k) (Indebtedness), or knowledge by an Indemnified Party or its representatives of a breach of a representation, warranty, covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of this Agreement, shall affect the recourse available to the Indemnified Party under this Article VIIISection 3.2(gg) (▇▇▇▇-▇▇▇▇▇▇▇▇ Retail Solutions). (d) Any Losses recoverable hereunder For the avoidance of doubt, none of the Indemnification Threshold, the Cap Amount or the De Minimis Threshold shall apply to claims for Indemnification pursuant to Section 9.2(ii) through (viii) or Section 9.3(ii) through (iv). (e) No Party shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by liable for any Losses to the extent that (a) such Indemnified Party receives proceeds from insurance policies for such Losses in connection with the circumstances related to the claim giving rise to the Losses but less the amount of any increase in the premium for the insurance policy under which payment of insurance proceeds was made attributable solely to the payment of such Losses, or (b) the Indemnified Party recovers from a third-party an amount directly related to the claim giving rise to the Losses. (f) An Indemnifying Party shall have no obligation to indemnify an Indemnified Party or otherwise have Liability to an Indemnified Party under this Agreement for consequential damages, special damages, punitive damages, incidental damages, indirect damages, or similar items (and the Indemnified Party shall use reasonable and diligent efforts to realize not recover for such benefits, proceeds, payments or reimbursements; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policyamounts). (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 be reasonably expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy the breach that gives rise to such Loss.

Limits on Indemnification. (a) The Shareholder Indemnifying PersonsNotwithstanding anything to the contrary contained in this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from Seller by Buyer Indemnified Parties pursuant to (x) Sections 8.2(a) and (b) shall be $3,500,000 and (y) Sections 8.2(c), (d) and (e) shall be the Company Indemnifying Parties and amount of the Company Preferred Shareholder Indemnifying Party Base Purchase Price; (each, an “Indemnifying Party”ii) Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 8.2(a). 8.2(b), or 8.2(c) respectively, (i) unless and until the aggregate amount of indemnifiable Losses which that may be recovered from such Indemnifying Party Seller equals or exceeds Twenty Thousand dollars $200,000 ($20,000) whereupon the Shareholder Indemnified Persons, the Company Indemnified Parties and the Company Preferred Shareholder Indemnifying Party (each, an “Indemnified PartyBasket Amount”), respectively, in which case Seller shall be entitled to indemnification liable for all Losses including the full amount of such LossesBasket Amount; provided, (ii) however, that no Losses may be claimed under this Section 8.2(a). 8.2(b), or 8.2(c), respectively, by any Buyer Indemnified Party or shall be reimbursable by Seller or shall be included in calculating the aggregate losses set forth in Losses for purposes of this clause (iii) above other than Losses in excess of Two Thousand Dollars ($2000) 25,000 resulting from a any single claim or series of related aggregated claims arising out of the same facts, events or circumstances; provided, further, that the limitations set forth in Section 8.5(a)(i) and this Section 8.5(a)(ii) shall not apply to Losses arising out of or resulting from Fraud; (iii) in no event party hereto shall the aggregate indemnification actually paid by an Indemnifying Party pursuant to Sections 8.2(a)have any liability under any provision of this Agreement for any punitive, 8.2(b) incidental, consequential, special or 8.2(c)indirect damages, as applicableincluding business interruption, taken together with all other indemnification actually paid by such Indemnifying Party pursuant diminution of value, loss of future revenue, profits or income or loss of business reputation or opportunity relating to the causes set forth breach or alleged breach of this Agreement and, in Sections 8.2(a),8.2(b) particular, no “multiple of profits” or 8.2(c)“multiple of cash flow” or other valuation methodology will be used in calculating the amount of any Losses, as applicable, exceed One Million Dollars ($1,000,000). The shares of Series B Preferred Stock held by the Company Preferred Shareholder Indemnifying Party (or cash in lieu thereof, at the election regardless of the Company Preferred Shareholder Indemnifying Party) shall be the sole source from legal theory under which any Indemnified Party such liability or obligation may be indemnified by the Company Preferred Shareholder Indemnifying Party under this Article VIII. The shares of Series B Preferred Stock held by each Shareholder (sought to be imposed, whether sounding in contract or cash tort, or whether at law or in lieu thereofequity, at the election of the Shareholder) shall be the sole source from which any Indemnified Party may be indemnified by the Shareholder under this Article VIII.or otherwise; (biv) In no event party shall any Indemnified Party be entitled have a right to recover or make a claim for any amounts Loss for contingent or inchoate claims and may claim only for a Loss that has, in respect offact, been paid or incurred in the sense that it is due and owing; (v) in no the event shall Losses be deemed to include, Buyer proceeds with the Closing notwithstanding knowledge by Buyer or any punitive, special, incidental, exemplary, consequential, indirect Affiliate of Buyer (other than the CCR Entities themselves) at or exemplary damages, or for any diminution in value (including any changes measured as a multiple of earnings, revenue or by any other similar performance metric and any loss of future revenue or income, loss of business reputation or opportunity), except for any such damages prior to the extent actually awarded Closing of any breach by a court Seller of competent jurisdiction and paid to a third party in a Third Party Claim. (c) No investigation by an Indemnified Party, or knowledge by an Indemnified Party or its representatives of a breach of a any representation, warranty, warranty or covenant or agreement of an Indemnifying Party, conducted or arising at any time after the date of in this Agreement, no Buyer Indemnified Party shall affect have any claim or recourse against Seller or any of its Affiliates or Representatives with respect to such breach, under this Article VIII or otherwise; and (vi) in the recourse available event Seller is required to the make an indemnification payment to a Buyer Indemnified Party under this Article VIII, Seller and Buyer shall promptly deliver a joint instruction to the Escrow Agent instructing the Escrow Agent to release an amount of the Indemnity Escrow Funds to such Buyer Indemnified Party equal to the amount of such indemnification payment (to the extent such amount is then held in the Indemnity Escrow Funds). If the Indemnity Escrow Funds are insufficient to cover the entire amount payable to a Buyer Indemnified Party pursuant hereto, then Seller shall promptly pay to such Buyer Indemnified Party the amount of such deficiency. Any amounts remaining in the Indemnity Escrow Funds as of the date that is one year after the Closing Date that are not subject to a claim notice that has been validly delivered pursuant to this Article VIII shall be released to Seller. (db) Any The amount of any and all Losses recoverable hereunder under this Article VIII shall be reduced in amount by insurance proceedsdetermined net of any insurance, indemnification paymentsindemnity, contribution payments reimbursement arrangement, contract or reimbursements actually received by any other recovery available to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (each, an “Alternative Recovery”). The Indemnified Party will seek full recovery under all such Alternative Recoveries with respect to any Loss 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 8.5(b), and Buyer shall have no right to assert any claims under this Article VIII with respect to any Losses that would have been covered by any Alternative Recovery had Buyer maintained for the benefit of the CCR Entities the same insurance coverage or other rights following the Closing that was in effect for the CCR Entities immediately prior to the Closing. In the event that the Indemnified Party shall use reasonable and diligent efforts receives recovery of any amount pursuant to realize such benefitsan Alternative Recovery for which it has already been indemnified by the Indemnifying Party hereunder, proceeds, payments or reimbursements; provided, that nothing herein shall require any the Indemnified Party to file any claim under any insurance policy. (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 be reasonably expected to, or does, give rise thereto, including incurring costs only will promptly refund an equal amount to the extent reasonably necessary to remedy the breach that gives rise to such LossIndemnifying Party.