Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. (a) No 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 facts and circumstances with respect to the 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 shall not be liable for any claim for indemnification pursuant to Section 9.02(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 after which the Indemnifying Party shall be liable only for all Losses in excess of such amount; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) 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) shall be an amount equal to $534,000,000; and (iv) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigation. (c) For all purposes of this Article IX, "Losses" shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, (ii) any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amount.

Limits on Indemnification. (a) No 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 facts and circumstances with respect to the 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 9.018.01, 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, except for any claims under Section 7.02 or any claims under Section 8.02 for breaches of any of Seller’s Fundamental Reps: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.02(a8.02(i), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 700,000 (the “Basket”), after which the Indemnifying Party shall be liable only for all those Losses in excess of such amountthe Basket; and (ii) no Losses may be claimed under Section 9.02(a8.02(i) by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (i) above for purposes of determining the Basket other than Losses in excess of $100,000 25,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) the . The maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes indemnification provisions set forth in Section 9.02(a) 8.02 shall be an in the aggregate amount equal to $534,000,000; and (iv) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen LitigationEscrow Amount. (c) For all purposes of this Article IXVIII, "“Losses" ” shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates (other than pursuant to the R&W Insurance Policy) in connection with the facts giving rise to the right of indemnificationindemnification (net of the expenses of recovery thereof, any deductible, unrecovered amounts or any other costs or Taxes incurred in collecting such amounts, including any premium increases or other reasonable out-of-pocket costs incurred in procuring such recovery) and (ii) any Tax benefit actually realized by the such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountLosses were incurred.

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation, warranty, covenant representation or agreement warranty contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances (to the extent then known) with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant representation or agreement warranty 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 shall not be liable for any claim for indemnification pursuant to Section 9.02(a)9.02, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 20,000,000 (the “Deductible”), after which the Indemnifying Party shall be liable only for all those Losses in excess of such amountthe Deductible in the aggregate; and (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) 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) 9.02(i), as applicable, shall be an amount equal to $534,000,000200,000,000 (the “Cap”); provided, however, that the (x) Deductible and the Cap shall not apply with respect to (A) any Excluded Liabilities, (B) any breach of a Fundamental Representation, (C) the indemnification obligations pursuant to Section 9.02(ii) or Section 9.02(iv), or (D) fraud in connection with the transactions contemplated hereby and (ivy) neither the Cap shall not apply with respect to any breach of a representation or warranty included in Section 3.13. Neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequentialconsequential (subject to the proviso below), special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity damages (other than any such damages actually awarded in connection with any Third Party Claims) relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) and (iii) foregoing limitation shall not apply preclude an Indemnified Party from asserting that it is entitled to (x) any indemnifiable recover for actual Losses arising out for consequential damages to the extent that such Loses were the direct and reasonably foreseeable consequence of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigationrelevant breach. (c) For all purposes of this Article IXIX and Section 7.01, "“Losses" ” and “Excluded Taxes” shall be determined net of (i) any insurance proceeds or other recoveries payable to similar payments (after deduction for any actual increased insurance costs (including documented future premium increases) as a result of such payment of proceeds and any reasonable out-of-pocket fees, costs or expenses incurred by such Indemnified Party in connection with obtaining such proceeds) actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, indemnification and (ii) any net Tax benefit actually realized by the such Indemnified Party (resulting in either (A) a reduction in cash Tax payments otherwise required to be made or its Affiliates (B) a Tax refund actually received) arising in connection with the accrual, incurrence or payment of any such Losses Losses, determined after taking into account any Tax detriment arising from the right to indemnification hereunder and (iii) any amounts reserved on treating the Interim Balance Sheet with respect applicable Tax item as the last item to such Loss. The Purchaser, its Affiliates, be used by the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountIndemnified Party.

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach The maximum of any representation, warranty, covenant or agreement contained herein, unless written notice liability of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect Sellers for all indemnity claims shall be limited to the amount of the Purchase Price; except for (i) claims involving the subject matter matters of such claim Sections 4.19; (ii) for exemplary or Action on punitive damages; (iii) claims made for fraud, deceit or prior misrepresentation; and (iv) fines or penalties levied by Governmental Entities, all of which ((i)-(iv)) shall be unlimited as to amount. In addition, the Sellers shall not have an indemnification obligation to the date on which Buyers under this Agreement until the representationtotal of all Losses exceeds an aggregate of two hundred thousand dollars ($200,000) and then only to the extent that such Losses exceed such amount. Section 10.6 provides the Buyers' exclusive indemnification remedy for Product Warranty Work, warranty, covenant or agreement on which and such claim or Action is based ceases Product Warranty Work shall not be taken into consideration in determining whether Losses have exceeded the $200,000 limitation referred 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 dateherein. (b) Notwithstanding anything to Sellers' liability for all indemnity claims involving the contrary contained in this Agreementsubject matter of Section 4.24 shall be further limited as follows: (i) an Indemnifying Party Buyers shall not bear 331/3% of all Losses related to Section 4.24 and Sellers shall be liable for any claim for indemnification pursuant to Section 9.02(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 after which the Indemnifying Party shall be liable only for all Losses in excess of such amount; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) 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) shall be an amount equal to $534,000,000; and (iv) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i)remaining 662/3%, (ii) Losses related to Section 4.24 shall not be subject to the $200,000 deductible provided for in Section 10.5(a) and shall not be taken into consideration in determining whether Losses have exceeded the $200,000 deductible provided for in Section 10.5(a), (iii) Losses related to Section 4.24 shall not apply be covered only to (x) the extent they arise as a result of or are incurred in connection with reasonable requirements of any indemnifiable Losses arising out third party lender, purchaser or material real estate lessee or lessor in connection with any material transaction undertaken by any Buyer or its assigns or any governmental action taken, or any action required by any Governmental Entity in connection with enforcement of any Law. Buyers represent that they are unaware of any such third party or governmental requirements as of the breach date of this Agreement and as of the representations and warranties in Sections 3.01Closing Date. As a condition to indemnification under this Section 10.5(b) , 3.02each Buyer shall, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to taking any activities which may lead to a claim for indemnification under this Section 10.5(b), provide Sellers with material information leading to a Buyer's consideration of such activities, and will consult with Sellers concerning the Closing Date which reasonableness of the need for, and extent of, such activities. The provisions of this Section 10.5(b) are violations not intended to limit the effect of any other provisions of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigationthis Agreement except as explicitly stated herein. (c) For all purposes of this Article IX, "Losses" Sellers shall be net of (i) have no liability for any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, (ii) any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine indemnity claim asserting that the amount of Taxes payable over time (as determined on a present value basis obsolete Inventory is in excess of the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the agreed amount of Taxes that such indemnified party would be required $353,000, which amount has been credited against the Purchase Price pursuant to pay but for the incurrence or payment of such indemnified amountSection 2.3(b)(i)(J).

Limits on Indemnification. (a) No claim may be asserted nor may against any Action be commenced against either party for breach of any representation, warranty, covenant or agreement contained herein, indemnification hereunder unless written notice of such claim or action is received by such party party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which applicable Survival Date. If a written notice has been delivered prior to the representationexpiration of the applicable Survival Date with respect to any such matter but the claim has not yet been resolved as of the expiration of the applicable Survival Date, warranty, covenant or agreement on which then such indemnification obligation shall survive (but only in respect of such claim) until such claim or Action is based ceases to survive has been finally resolved as set forth provided in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.9.4 (b) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 9.6: (i) an Indemnifying Party no amounts of indemnity shall not be liable for payable as a result of any claim for indemnification pursuant to arising under Section 9.02(a), 9.2 unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals Buyer Indemnified Parties have suffered, incurred, sustained or exceeds $30,500,000 after which the Indemnifying Party shall be liable only for all Losses in excess of such amount; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than become subject to Losses in excess of $100,000 resulting from 2,000,000 (the “Basket”) in the aggregate, in which case the Buyer Indemnified Parties may bring a claim for all Losses; (ii) the amount of any single payment made as a result of a claim arising under Section 9.2 shall be net of any amounts actually recovered under insurance policies by the Buyer or aggregated claims arising out any of the same or substantially similar facts, events or circumstancesits Affiliates; and (iii) the maximum liability of the REIT I Sellers under Section 9.2 shall not exceed $17,000,000 in the aggregate, and the maximum liability of the REIT II Sellers under Section 9.2 shall not exceed $58,000,000 in the aggregate. (c) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 9.6: (i) no amounts of indemnity shall be payable as a result of any claim arising under Section 9.3 unless and until the Seller Indemnified Parties have suffered, incurred, sustained or become subject to Losses in excess of Basket in the aggregate, in which case the Buyer Indemnified Parties may bring a claim for all Losses; (ii) the amount of indemnifiable Losses which may be recovered from an Indemnifying Party any payment made as a result of a claim arising out of or resulting from the causes set forth in under Section 9.02(a) 9.3 shall be an amount equal to $534,000,000net of any amounts actually recovered under insurance policies by the Seller or any of its Affiliates; and (iviii) neither the maximum liability of the Buyer under Section 9.3 shall not exceed $25,000,000 in the aggregate. (d) Notwithstanding anything to the contrary contained in this Agreement, no party hereto shall have any liability under any provision Sections 9.2 or 9.3 of this Agreement or any Ancillary Agreement for any (i) punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement Agreement, or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) items or matters that have been prorated or adjusted in accordance with Section 2.5. (e) Notwithstanding anything to the contrary contained in this Agreement, any indemnity payments pursuant to this Article IX shall be paid in the form of cash. In the event that any Indemnified Party is finally determined to be entitled to indemnification hereunder from an Indemnifying Party, the amount of such indemnification pursuant to the terms of Section 9.2 or 9.3, as the case may be (the “Indemnification Amount”), shall be immediately due and (iii) payable. To any extent any Indemnifying Party fails to pay the Indemnification Amount within 10 Business Days of a final determination, the Indemnification Amount shall not apply to (x) any indemnifiable Losses arising out accrue interest for the benefit of the breach Indemnified Party at a rate per annum equal to 12%, compounded monthly, until paid. (f) The Buyer acknowledges that the Sellers may purchase for the benefit of the Buyer a policy or policies of Buyer UCC Insurance from a national title insurance underwriter with respect to the representations and warranties forth in Sections 3.01Section 3.2 (relating to authority), 3.02Section 3.4 (relating to capitalization), 3.03, 3.20, 3.21 and 4.01, Section 3.5 (y) any actions, omissions, facts and circumstances occurring prior relating to the Closing Date which are violations of any of Securities) and Section 3.6 (relating to Subsidiary equity interests), naming the obligations of Buyer as beneficiary thereto. To extent such insurance is purchased, the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 Buyer agrees to first seek indemnification thereunder with respect to the Gallen Litigation. (c) For all purposes of this Article IX, "Losses" shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, (ii) any Tax benefit actually realized a breach by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment Sellers of any such Losses representations and (iii) warranties, and that any amounts reserved on paid to the Interim Balance Sheet with respect Buyer pursuant to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary policies shall be deemed to have "actually realized" a Tax benefit to paid by the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but Sellers for the incurrence or payment of such indemnified amountall purposes under this Agreement.

Limits on Indemnification. (a) No claim may be asserted nor may any Action Proceeding be commenced against either party Seller or Purchaser for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action Proceeding is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action Proceeding on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action Proceeding is based ceases to survive as set forth in Section 9.018.1, irrespective of whether the subject matter of such claim or action Proceeding shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) in the event of any breach or inaccuracy of any representation or warranty which includes any qualification as to “materiality” or “Material Adverse Effect” for purposes of determining the amount of any Loss with respect to such breach or inaccuracy, no effect will be given to such qualification as to “materiality” or a “Material Adverse Effect” contained therein (for the avoidance of doubt, such qualifications would continue to apply to the determination as to whether or not a breach or inaccuracy had occurred, but not in the determination of the amount of the Loss); (ii) an Indemnifying Party shall not be liable for any claim for indemnification for monetary damages pursuant to Section 9.02(a8.2(b), 8.2(f) or 8.3(b) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 100,000 (the “Deductible”), after which the Indemnifying Party shall be liable only for all Losses the full amount of such Loss in excess of such amount; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; Deductible; (iii) the maximum aggregate amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 9.02(a8.2(b) or 8.3(b) shall be an amount equal to $534,000,000; and (iv) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement1,500,000; provided, however, that in connection with: (A) a Breach of the limits representations and warranties contained in Sections 4.2 (Due Authorization) or 5.2 (Purchaser’s Due Authorization), the maximum amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party shall be equal to $16,000,000; and (B) (1) a Breach of a Specified Representation other than Sections 4.2 (Due Authorization) or 5.2 (Purchaser’s Due Authorization) or (2) any Breach of which the Indemnifying Party had engaged in fraud or willful misconduct prior to the date hereof, the maximum amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in clauses Section 8.2(b) or 8.3(b) shall not be subject to such limit; (i)iv) the maximum amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the cause set forth in Section 8.2(f) shall not be subject to limit but the obligation to provide indemnification for such Losses shall expire on the fourteen month anniversary of the Closing; (v) notwithstanding the foregoing, (iithe limitations on damages set forth in Section 8.4(b)(ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out of from the breach of the representations and warranties causes set forth in Article VII or in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.018.2(a), (yc), (d) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (ze) any indemnifiable Losses arising out of the Retained Claims; providedor 8.3(a), further(c), that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigation(d) or (e). (c) For all purposes Seller (including any officer or director of Seller) shall not have any right of contribution, indemnification or right of advancement from Purchaser or any other Purchaser Indemnified Party with respect to any Loss claimed by a Purchaser Indemnified Party. Purchaser (including any officer or director of Purchaser) shall not have any right of contribution, indemnification or right of advancement from Seller or any other Seller Indemnified Party with respect to any Loss claimed by a Seller Indemnified Party. (d) Each payment by an Indemnifying Party made pursuant to this Article IX, "Losses" VIII shall be net reduced to the extent of any (i) any insurance proceeds actually received by Purchaser or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnificationSeller, as applicable; (ii) any Tax benefit actually realized by tax benefits which are reasonably ascertainable following a review of the Indemnified Party Party’s entire Tax liabilities or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet reimbursements or similar payments actually received by Purchaser or Seller, as applicable, from a third party with respect to such Loss. The Purchaserpayment; provided, its Affiliateshowever, the Company Purchaser and Seller shall not have an obligation to seek any payments from, or take action with respect to, any Subsidiary insurance policies or third parties in lieu of or as a condition to receiving a payment from an Indemnifying Party under this Article VIII and any such action shall be deemed to have "actually realized" a Tax benefit to at the extent that the sole and absolute discretion of Purchaser and the or Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountapplicable.

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either any party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action Action is received by such party describing describing, in reasonable detail detail, the facts and circumstances with respect to the 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 Action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.02(a) or Section 9.03(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 850,000 (the “Deductible”), after which the Indemnifying Party shall be liable only for all those Losses in excess of such amountthe Deductible; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Sellers (as a group), as an Indemnifying Party or otherwise arising out of or resulting from the causes set forth in Section 9.02(a) 9.02 or otherwise in connection with the transactions contemplated hereby shall be an amount equal to $534,000,00010% of the Purchase Price (the “Cap”); provided that the Cap and the Deductible shall not apply to claims for indemnification under Sections 9.02(b), (c) and (ivd) neither or Article VII, Losses resulting from a breach of any Fundamental Representations or Fraud, but, in each such case, instead the maximum aggregate amount of indemnifiable Losses will not exceed the Purchase Price; (iii) following the Closing no party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive(A) punitive damages, incidental(B) exemplary damages, consequentialor (C) loss of anticipated profits, special (D) diminution in value, or (E) speculative or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity damages relating to the breach or alleged breach of this Agreement or any Ancillary AgreementAgreement (other than any such damages that are payable to third parties); providedand (iv) notwithstanding any other provision of this Agreement to the contrary, howeverthe indemnification obligations of any Seller for any Losses resulting from Fraud shall not be subject to any of the limitations contained in this Section 9.04(b). But, that the limits limitations set forth in clauses (i), (iiiii)(C)-(D) and (iii) shall do not apply extend to (x) such damages that constitute reasonably foreseeable direct damages arising from any indemnifiable Losses arising out of the Seller’s breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigationthis Agreement. (c) For all purposes of this Article IX, "Losses" each Loss shall be net of (i) any insurance or other recoveries payable to (to the extent recoverable) by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, indemnification and (ii) any Tax benefit actually realized by the Indemnified Party Purchaser, its Affiliates, any Company or its Affiliates Subsidiary arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence accrual or payment of such indemnified amountLoss in the tax year that such Loss was realized or the two tax years immediately thereafter. (d) For purposes of determining the amount of Losses arising from such a breach for which the Purchaser Indemnified Parties are entitled to indemnification hereunder, the representations and warranties made by the parties hereto in this Agreement shall be construed as if any qualification or limitation that is based on materiality (including, without limitation, all usages of “material”, “Material Adverse Effect” or similar qualifiers) were omitted from the text of such representation, warranty or covenant.

Limits on Indemnification. (a) No claim may Absent fraud or willful or intentional misconduct, the indemnification and contribution provided by the Indemnifying Party pursuant to Section 8.1 shall be asserted nor may the sole and exclusive remedy for 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 facts and circumstances with respect to the 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 dateLosses. (b) Notwithstanding anything No indemnity claim under this Article VIII is payable until it has been established in a final non-appealable order, judgment or adjudication established pursuant to the contrary contained dispute resolution mechanism set forth in Section 10.7. The amount of any payment by the Indemnifying Party to the Indemnified Parties under this Agreement: (i) an Article VIII in respect of Losses resulting from or arising out of any indemnification or contribution claim made pursuant to Section 8.1 shall in no event exceed 20% of the aggregate purchase price paid to the Company by the Purchaser in consideration of the Purchased Shares. The Indemnifying Party shall not be liable for any claim for any indemnification pursuant to Section 9.02(a), under this Article VIII unless and until the aggregate amount of indemnifiable Losses which may that would be recovered recoverable from the Indemnifying Party equals in respect of that claim, when aggregated with any other amount or amounts recoverable in respect of other Claims, exceeds $30,500,000 after US$1,000,000, in which case the Indemnifying Indemnified Party shall be liable only entitled to claim for the total amount that is recoverable from all Losses in Claims and not just the excess of such amount; above US$1,000,000 (ii) the “Basket”), provided no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) the maximum amount of indemnifiable Losses which an individual Claim is recoverable or may be recovered from an Indemnifying Party arising out of or resulting from count toward the causes set forth in Section 9.02(a) shall be an amount equal to $534,000,000; and (iv) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) and (iii) shall Basket if such individual Claim does not apply to (x) any indemnifiable Losses arising out of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigationexceed US$500,000. (c) For all purposes No Loss caused by change after the date hereof of this Article IXlaw, "Losses" shall be net of (i) any insurance regulation or other recoveries payable to the governmental policy is recoverable. The Indemnified Party shall not be entitled to recover damages or its Affiliates obtain payment, reimbursement, restitution or indemnity more than once in connection with the facts respect of any one matter giving rise to the right of indemnification, more than one Claim. (iid) any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary Any indemnity claim shall be deemed to have "actually realized" a Tax benefit been withdrawn within three (3) months after an indemnification notice is given, unless legal proceedings (including arbitration proceedings) in respect of it have been commenced by reference to the extent that dispute resolution mechanism set forth in Section 10.7. No new Claim may be made in respect of the Purchaser and the Sellerfacts, acting reasonably and in good faithmatters, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which events or circumstances giving rise to any such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountwithdrawn claim.

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representationrepresentation or warranty contained in this Agreement, warranty, covenant the Ancillary Agreements or agreement contained hereinany certificate delivered pursuant hereto or thereto, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant warranty or agreement certification on which such claim or Action is based ceases to survive as set forth in Section 9.017.1, irrespective of whether the subject matter of in which case such representation, warranty or certification shall survive as to such claim or action shall have occurred before or after until such dateclaim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to under Section 9.02(a), 7.2(a) unless and until the aggregate amount of indemnifiable Losses which that may be recovered from the Indemnifying Party Seller under Section 7.2(a) equals or exceeds $30,500,000 after 500,000, in which case the Indemnifying Party Seller shall be liable only for all such Losses in excess of such amountfrom the first dollar; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) the maximum aggregate amount of indemnifiable Losses which that may be recovered from an Indemnifying Party arising out of or resulting from by the causes set forth in Buyer Indemnified Parties under Section 9.02(a7.2(a) shall be an amount equal to $534,000,0007,000,000 (it being agreed that after the first anniversary of the Closing, such amount shall be reduced to $4,000,000 solely with respect to claims for indemnification made by any Buyer Indemnified Party under Section 7.2(a) after such date; provided, that the aggregate amount of any Losses paid by the Seller in respect of indemnification claims made by any Buyer Indemnified Party under Section 7.2(a) prior to such date shall be applied against such $4,000,000 cap; provided, further, that the Seller’s aggregate liability under Section 7.2(a) shall in no event exceed $7,000,000); and (iviii) neither no party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or Agreement, except to the extent any Ancillary Agreement; providedsuch party is required to pay any such damages pursuant to a Third Party Claim. Notwithstanding the foregoing to the contrary, however, that the limits limitations on indemnification set forth in clauses (i), ) and (ii) and (iiiof this Section 7.5(b) shall not apply to (xany claim for indemnification under Section 7.2(a) that relates to an Excluded Representation, a representation and warranty set forth in Section 3.13 or any indemnifiable Losses arising out of certification with respect thereto, for which the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller Seller’s maximum liability shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen LitigationPurchase Price. (c) In view of the limitations set forth in clause (i) of Section 7.5(b), solely for purposes of this Article IX, if any representation or warranty contained herein or in any Ancillary Agreement or certification delivered pursuant hereto is limited or qualified based on materiality, including the terms “material” or “Material Adverse Effect”, such limitation or qualification shall in all respects be ignored and given no effect for purposes of determining whether any breach thereof, inaccuracy therein or Loss has occurred and the amount of any such Loss. (d) For all purposes of this Article IXAgreement and the Ancillary Agreements, "Losses" Losses shall be net of any tax benefits actually received with respect to or as a consequence of such Losses (i) any calculated on a “with” versus “without” basis), insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, indemnification (ii) net of any Tax benefit actually realized by the Indemnified Party or its Affiliates arising expenditures made in connection with obtaining such recovery and, in the accrualcase of insurance, incurrence or payment of any such Losses resulting increase in insurance premiums). (e) The Buyer and (iii) any amounts reserved on the Interim Balance Sheet Seller shall reasonably cooperate with each other with respect to such Loss. The Purchaser, its Affiliates, the Company resolving any claim or any Subsidiary shall be deemed liability with respect to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified one party is reduced below obligated to indemnify the amount of Taxes other party hereunder, including by making commercially reasonably efforts to mitigate or resolve any such claim or liability; provided, however, that any liability, claim, damage or expense incurred in connection with such indemnified party would be required attempts to pay but for the incurrence mitigate or payment of such indemnified amountresolve shall constitute indemnifiable Losses hereunder.

Limits on Indemnification. 9.5.1 Except (a) No claim may be asserted nor may any Action be commenced against either party for breach in the case 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 facts and circumstances with respect to the 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 Fraud Matters set forth in Section 9.01this Agreement, irrespective in any Ancillary Agreement, or in any certificate or other instrument delivered pursuant to this Agreement on the part of whether the subject matter of such claim Seller, or action shall have occurred before or after such date. (b) Notwithstanding anything to in the contrary contained case of any indemnification claim resulting from, arising out of or in this Agreement: connection with clauses (iii) an Indemnifying Party – (v) of Section ‎9.2.1 hereof or (c) in the case of any indemnification claim resulting from, arising out of or in connection with any breaches of any of the Fundamental Representations, from and after the Closing Date; Seller shall not be liable obligated to indemnify the Indemnified Parties for any amounts in excess of the Escrow Shares. 9.5.2 The Indemnified Parties shall not be entitled to assert any claim for indemnification pursuant under this Agreement (other than in connection with any inaccuracy or breach of the Fundamental Representations, as to Section 9.02(awhich this limitation shall not apply) until such time as the aggregate of all Losses that the Indemnified Parties have under this Agreement exceeds Fifty Thousand Dollars ($50,000), unless and until the aggregate amount of indemnifiable Losses which whereupon indemnification may be recovered from sought for all such Losses without regard to the Indemnifying Party equals or exceeds $30,500,000 after which the Indemnifying Party such threshold amount. 9.5.3 The indemnification provisions under this Section ‎9 shall be liable only for all Losses in excess the sole and exclusive monetary remedy of such amount; (ii) no Losses may be claimed under Section 9.02(a) by any Buyer and Parent and the Indemnified Party or shall be included in calculating Parties against the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) 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) shall be an amount equal to $534,000,000; and (iv) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; Seller provided, however, that the limits set forth in clauses (i), (ii) and (iii) foregoing clause of this sentence shall not apply be deemed a waiver by any Party of any right to (x) specific performance or injunctive relief. 9.5.4 It is hereby clarified that any indemnifiable Losses arising out indemnification amount that an Indemnified Person is entitled to receive pursuant the provisions herein shall if possible be first recovered from the Escrow Shares, and if such recovery is not available, from the Seller. 9.5.5 The amount of any Loss subject to indemnification hereunder shall be calculated net of any insurance proceeds or any indemnity, contribution or other similar payment actually received by the Indemnified Party from any third party with respect thereto. In the event that an insurance or other recovery is actually made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior recovery shall be made promptly to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller Seller. 9.5.6 Neither Party shall be liable for only 50% any special, indirect, incidental, punitive or consequential loss, such as loss of the monetary damages and defense costs arising business opportunities or loss of goodwill, whether in respect of any misrepresentation, breach of contract (other than willful ​ breaches or Fraud Matters), tort, statutory duty or otherwise, which arises out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigation. (c) For all purposes of this Article IX, "Losses" shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, (ii) any Tax benefit actually realized by the Indemnified Party this Agreement or its Affiliates arising subject matter. 9.5.7 In all cases, and without derogating from other limitations of liability specified herein, the Seller’s aggregate liability under this Agreement, the Ancillary Agreements, and in connection with the accrualall transactions contemplated hereunder and thereunder, incurrence whether under this Agreement, tort or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaserotherwise, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that not exceed the amount of Taxes payable over time (as determined on a present the value basis of the Aggregate Purchase Price plus the Advance Payment, plus the IIA Liabilities. 9.5.8 The limitations under this Section ‎9.5 shall not apply in the taxable year in which such indemnity payment is being made using a discount rate case of 5%) by such indemnified party is reduced below the amount Fraud Matters or breach of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountlock up.

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either any party for breach of any representation, warranty, covenant representation or agreement warranty contained herein, unless written notice of such claim or action Action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant representation or agreement warranty on which such claim or Action is based ceases to survive as set forth in Section 9.017.1, irrespective of whether the subject matter of such claim or action Action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party Sellers shall not be liable for any claim for indemnification pursuant to clause (i) of Section 9.02(a)7.2, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party Sellers under such clause equals or exceeds Two Hundred Thousand Dollars ($30,500,000 200,000) (such amount, the “Deductible Amount”), after which the Indemnifying Party Sellers shall be liable only for all those Losses in excess of such amountthe Deductible Amount; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party Sellers arising out of or resulting from the causes set forth in clause (i) of Section 9.02(a) 7.2 shall be an amount equal to Three Million Seven Hundred Fifty Thousand Dollars ($534,000,0003,750,000); and (iviii) neither no party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigation. (c) For all purposes of this Article IXVII, "“Losses" ” shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, (ii) any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amount.

Limits on Indemnification. (a) No 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 facts and circumstances with respect to the 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: : (ia) an Indemnifying Party The Indemnified Party’s sole and exclusive remedy with respect to any and all Losses shall be limited to, and shall not be liable for any claim for exceed, the Escrow Amount; except as provided in Section 4.5 below. No indemnification pursuant to Section 9.02(a), this ARTICLE IV shall be made unless and until the aggregate amount of indemnifiable Indemnified Losses incurred by the Indemnified Parties hereunder exceeds Seven Hundred Fifty Thousand Dollars ($750,000) (the “Threshold Amount”), in which may be recovered case, subject to Section 4.4, the entire amount of all Indemnified Losses suffered by the Indemnified Parties (from the Indemnifying Party equals or exceeds $30,500,000 after which first dollar of Loss without reference to the Indemnifying Party shall be liable only for all Losses in excess of such amount; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) 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(aThreshold Amount) shall be an amount equal to $534,000,000; and (iv) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to recoverable by the breach or alleged breach of this Agreement or any Ancillary AgreementIndemnified Parties; provided, however, that indemnification claims with respect to any Special Losses shall be (i) recoverable from the limits set forth in clauses first dollar of Loss without any reference to, or any requirement to exceed, the Threshold Amount, and (ii) included, notwithstanding the preceding clause (i), as Indemnified Losses for the purposes of determining whether the Threshold Amount has been realized or exceeded. (b) No Indemnified Party may make a claim for indemnification under Section 4.2 for breach by the Indemnifying Party of a particular representation, warranty, covenant or agreement by NMI contained herein, in any schedule, exhibit or certificate delivered under this Agreement or in respect of any Loss, including any Special Losses, after the expiration of the applicable survival period set forth in Section 2.30; provided that any (i) claim arising in connection with a Claim Notice delivered on or prior to the expiration of the applicable survival period shall survive (and shall be fully “tolled” for all purposes of this Agreement) for the benefit of all Indemnified Parties beyond the expiration of the applicable survival period until such claim is finally resolved, and (ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) Special Retention Claim Notice 50 may be delivered at any actions, omissions, facts and circumstances occurring time on or prior to the Closing Date which are violations second anniversary of the Effective Time irrespective of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) applicable survival periods that may apply to any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigationother Claim Notices. (c) For all purposes Notwithstanding anything to the contrary herein, the rights and remedies of the Indemnified Parties after the Closing shall not be limited by the fact that any Indemnified Party had knowledge of any breach, event or circumstance prior to the Closing. (d) Notwithstanding anything to the contrary herein, no Rights Holder shall have any obligation to indemnify any Indemnified Party for any Losses that are actually recovered by the Indemnified Party under any insurance policies (net of any increases in premiums and costs of recovery), and the Indemnified Party shall reimburse the Rights Holders in the event of recovery (net of any increases in premiums and costs of recovery) subsequent to any indemnification payment hereunder being made; provided that nothing in this Article IX, "Losses" Section 4.2(d) shall be net interpreted to require any Indemnified Party to obtain or maintain insurance of any kind or at any level of coverage. (e) Notwithstanding anything to the contrary herein, each Indemnified Party shall take commercially reasonable action to mitigate any Losses for which such Indemnified Party seeks indemnification under this Agreement, including enforcing any rights or remedies that may be available to such Indemnified Party against third parties (including insurance providers and similar arrangements), promptly upon becoming aware of any event that would reasonably be expected to give rise to any Losses; provided that no Indemnified Party shall be required under this Section 4.2(e) (i) to incur any insurance material cost or other recoveries payable to the Indemnified Party or its Affiliates expense in connection with the facts giving rise to the right of indemnificationtaking such action, (ii) to take any Tax benefit actually realized by the action that would materially prejudice such Indemnified Party’s ability to recover any and all Losses for which such Indemnified Party or its Affiliates arising in connection with the accrualseeks indemnification under this Agreement, incurrence or payment of any such Losses and (iii) to take any amounts reserved on action that would harm or adversely affect in any manner, in the Interim Balance Sheet reasonable judgment of the Indemnified Party, such Indemnified Party’s business or its relationships with customers or suppliers, or (iv) in respect of any matters related to such Loss. The Purchasera Special Retention Claim Notice, take any action, or incur any cost or otherwise modify any of its Affiliatesbusiness practices in any manner, that would, in the Company or any Subsidiary shall be deemed sole discretion of Parent, adversely affect Parent’s ability to have "actually realized" a Tax benefit receive the intended benefits of the funds allocated to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountSpecial Retention Set Aside.

Limits on Indemnification. (a) No 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 facts and circumstances with respect to the 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) no 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 date hereof, (iii) a party providing indemnification hereunder, (an "Indemnifying Party Party") shall not be liable for any claim for indemnification pursuant to Section 9.02(a)any provision of this Agreement, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds USD $30,500,000 after which the Indemnifying Party shall be liable only for all Losses in excess of such amount; [*]: (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iiiiv) 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) any provision of this Agreement, as the case may be, shall be an amount equal to USD $534,000,000; [*] in the aggregate , and (ivv) neither party hereto 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 or any Ancillary Agreement for any punitiveLosses to the extent that such Losses relate to, incidental, consequential, special wholly or indirect damages, including loss of future revenue or incomepartly, or loss are increased in any way as a result of business reputation actions, omissions or opportunity relating failure to mitigate by the other Party or its Affiliates, officers, directors, employees and agents. Each Party shall take and shall cause to be taken all commercially reasonable steps to mitigate all such Losses immediately after becoming aware of any event that could reasonably be expected to give rise to such Losses. * 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 breach Indemnified Party, or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) any insurance proceeds and any indemnity, contribution or other similar payment recoverable (iii) shall not apply or, with respect to (x) any indemnifiable Losses arising out of insurance proceeds, which would have been recoverable had the breach of relevant Indemnified Party maintained in full force and effect under the representations same terms and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring conditions the insurance policies maintained by the other Party or its Affiliates immediately prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (zDate) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigation. (c) For all purposes of this Article IX, "Losses" shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, (ii) any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection from any third party with the accrualrespect thereto. In addition, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet amount recovered by an Indemnified Party from third parties with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary a Loss which has already been indemnified by an Indemnifying Party shall be deemed to have "actually realized" a Tax benefit promptly repaid by the Indemnified Party to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountIndemnifying Party.

Limits on Indemnification. (a) No claim may be asserted nor may any Action Proceeding be commenced against either party Seller or Purchaser for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action Proceeding is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action Proceeding on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action Proceeding is based ceases to survive as set forth in Section 9.019.1, irrespective of whether the subject matter of such claim or action Proceeding shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) in the event of any breach or inaccuracy of any representation or warranty which includes any qualification as to “materiality” or “Material Adverse Effect,” for purposes of determining the amount of any Loss with respect to such breach or inaccuracy, no effect will be given to such qualification as to “materiality” or a “Material Adverse Effect” contained therein (for the avoidance of doubt, such qualifications would continue to apply to the determination as to whether or not a breach or inaccuracy had occurred, but not in the determination of the amount of the Loss); (ii) an Indemnifying Party shall not be liable for any claim for indemnification for monetary damages pursuant to Section 9.02(aSections 9.2(b), 9.2(f) or 9.3(b) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 200,000 (the “Deductible”), after which the Indemnifying Party shall be liable only for all Losses the amount of such Loss in excess of such amount; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; Deductible; (iii) the maximum aggregate amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Sections 9.2(b) (other than for a Breach of a Specified Representation) and 9.2(f) shall be equal to the amount of the Anniversary Payment (as may be reduced pursuant to Section 3.5(d) hereof), and the maximum aggregate amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Sections 9.3(b) shall be equal to $2,000,000.00; provided, however, that in connection with a Breach of a Specified Representation, the maximum amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 9.02(a9.2(b) or 9.3(b) shall not be an amount equal subject to $534,000,000; and such limit; (iv) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating the Purchase Price adjustment (other than to the breach or alleged breach extent the adjustment reduces the aggregate amount available for indemnification and set-off as provided in Sections 9.4(b)(iii) and 9.9) and Taxes that are the subjects of Section 3.5 and Article VII, respectively, shall not be subject to this Agreement or any Ancillary Agreement; providedArticle IX; (v) notwithstanding the foregoing, however, that the limits limitations on damages set forth in clauses (i), (iiSections 9.4(b)(ii) and (iii) shall not apply to (x) in the case of fraud or other willful misconduct or (y) to Losses arising from the causes set forth in Section 9.2(a), 9.2(c) 9.2(d), 9.2(e), 9.3(a), 9.3(c) and 9.3(d); and (vi) notwithstanding anything to the contrary herein, no Purchaser Indemnified Party shall be entitled to make any claim for indemnifiable Losses arising out of or resulting from the breach of cause set forth in 9.2(f) unless the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring claim for such indemnifiable Losses is made on or prior to the Closing Date which are violations of any first anniversary of the obligations of the Company Closing Date; provided that any such claim made with reasonable specificity within such period shall survive until such claim is finally and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigationfully resolved. (c) For all purposes Seller (including any officer or director of Seller) shall not have any right of contribution, indemnification or right of advancement from Purchaser or any other Purchaser Indemnified Party with respect to any Loss claimed by a Purchaser Indemnified Party. Purchaser (including any officer or director of Purchaser) shall not have any right of contribution, indemnification or right of advancement from Seller or any other Seller Indemnified Party with respect to any Loss claimed by a Seller Indemnified Party. (d) Each payment by an Indemnifying Party made pursuant to this Article IX, "Losses" IX shall be net reduced to the extent of any (i) any insurance proceeds actually received by Purchaser or other recoveries payable to the Indemnified Party Seller, as applicable, or its Affiliates in connection with the facts giving rise to the right of indemnification, (ii) any Tax benefit reimbursements or similar payments actually realized received by the Indemnified Party Purchaser or its Affiliates arising in connection with the accrualSeller, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet as applicable, from a third party with respect to such Loss. The Purchaserpayment; provided, its Affiliateshowever, the Company neither Purchaser nor Seller, as applicable, shall have any obligation whatsoever to seek any payments from, or take action with respect to, any Subsidiary insurance policies or third parties in lieu of or as a condition to receiving a payment from an Indemnifying Party under this Article IX and any such action shall be deemed at the sole and absolute discretion of Purchaser or Seller, as applicable. (e) In no event shall any Indemnified Party be entitled to have "actually realized" a Tax benefit recover for Losses pursuant to this Article IX to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined such Losses are accounted for on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amount.EXHIBIT H.

Limits on Indemnification. (a) No 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 facts and circumstances with respect to the 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 shall not be liable for any claim for indemnification pursuant to Section 9.02(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 after which the Indemnifying Party shall be liable only for all Losses in excess of such amount; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) 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) shall be an amount equal to $534,000,000; and (iv) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach contrary: (a) Parent and Seller shall have no liability under Section 9.2 hereof: (i) unless the aggregate amount of this Agreement or any Ancillary AgreementLosses incurred by the Indemnified Party exceed $50,000, and, in such event, Parent and Seller shall be required to pay the entire amount of all such Losses subject to Section 9.5(a)(ii) below; or (ii) in excess of $1,000,000; provided, however, that the limits limitations set forth in the foregoing clauses (i), (ii) and (iiiii) shall not apply to (x) any the case of indemnifiable Losses arising out of the a breach of any of the representations and warranties in Sections 3.014.1(b) or 5.2 hereof. (b) REG and Buyer shall have no liability under Section 9.3 hereof: (i) unless the aggregate amount of Losses incurred by the Indemnified Party exceed $80,000, 3.02and, 3.03in such event, 3.20, 3.21 REG and 4.01, Buyer shall be required to pay the entire amount of all such Losses subject to Section 9.5(b)(ii) below; or (yii) any actions, omissions, facts and circumstances occurring prior (A) in excess of $8,000,000 with respect to claims asserted by Seller or Parent from the Closing Date which are violations through the date that is 120 days following the Closing Date; (B) in excess of any $6,000,000 with respect to claims asserted by Seller or Parent from 121 days following the Closing Date through the date that is 240 days following the Closing Date; or (C) in excess of $4,000,000 with respect to claims asserted by Seller or Parent after 240 days following the obligations of Closing Date; provided, however, that the Company and its Affiliates contained limitations set forth in the Settlement Agreements or foregoing clauses (zi) any and (ii) shall not apply the case of indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% a breach of any of the monetary damages representations and defense costs arising out of the Gallen Litigation, but warranties in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen LitigationSection 6.2 hereof. (c) For all purposes of this Article IX, "Losses" shall be net of (i) any insurance or other recoveries payable to the The Indemnified Party may not make a claim for indemnification under Section 9.2(a) or its Affiliates in connection with Section 9.3(a), as the facts giving rise to the right of indemnificationcase may be, (ii) any Tax benefit actually realized for breach by the Indemnified Indemnifying Party of a particular representation or its Affiliates arising warranty after the expiration of the survival period thereof specified in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet Section 9.1 with respect to such Loss. The Purchaserrepresentation or warranty unless notice of such claim was provided to the Indemnifying Party prior to expiration of the applicable survival period. (d) Each Indemnifying Party acknowledges and agrees that for purposes hereof, its Affiliates, the Company or any Subsidiary Losses shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that calculated based on the amount of Taxes payable over time Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by an Indemnified Party from any third party with respect thereto. (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%e) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountTHE SOLE AND EXCLUSIVE LIABILITY AND RESPONSIBILITY OF EACH INDEMNIFYING PARTY TO ANY INDEMNIFIED PARTY UNDER THIS AGREEMENT, AND THE SOLE AND EXCLUSIVE REMEDY OF ANY INDEMNIFIED PARTY AGAINST ANY INDEMNIFYING PARTY UNDER THIS AGREEMENT SHALL BE AS SET FORTH IN THIS ARTICLE IX. TO THE EXTENT THAT ANY INDEMNIFIED PARTY HAS ANY LOSSES FOR WHICH IT MAY ASSERT ANY OTHER RIGHT TO INDEMNIFICATION, CONTRIBUTION OR RECOVERY FROM ANY INDEMNIFYING PARTY (WHETHER UNDER THIS AGREEMENT OR UNDER ANY COMMON LAW THEORY OR ANY LEGAL REQUIREMENT), SUCH INDEMNIFYING PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO ASSERT SUCH RIGHT, AND SUCH PARTY AGREES TO CAUSE EACH OF ITS RESPECTIVE INDEMNIFIED PARTIES TO WAIVE, RELEASE AND AGREE NOT TO ASSERT SUCH RIGHT, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, WHETHER CONTRACT, EQUITY, TORT, WARRANTY, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. (f) NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, NO INDEMNIFYING PARTY SHALL, IN ANY EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES; PROVIDED THAT THIRD PARTY CLAIMS THAT INCLUDE ANY OF THE FOREGOING TYPES OF DAMAGES SHALL NOT BE LIMITED BY THIS SECTION 9.5(f) AND SUCH DAMAGES SHALL BE DEEMED “LOSSES” FOR ALL PURPOSES OF THIS ARTICLE IX. (g) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE, DOCTRINE RELATING TO INDEMNIFICATION FOR STRICT LIABILITY OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES.

Limits on Indemnification. (a) No claim may be asserted nor may shall any Action be commenced against either any party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action Action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action Action, to the extent known by the Indemnified Party, 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 Action shall have occurred before or after such date. (b) Notwithstanding anything Other than for claims relating to fraud, intentional misrepresentation or willful misconduct or for breaches of the Fundamental Representations (which shall not be subject to any limitations herein), the indemnification provided for in this Agreement shall be subject to the contrary contained in this Agreement: following limitations: (i) an Indemnifying Party Seller shall not be liable for have any claim for indemnification pursuant obligation to indemnify any Buyer Indemnified Party under Section 9.02(a), ) unless and until the aggregate amount of indemnifiable all Losses of Buyer Indemnified Parties exceed $20,000, in which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 after which the Indemnifying Party event Seller shall be liable only for all Losses in excess the full amount of such amount; Losses from the first dollar; (ii) no Losses may The aggregate amount required to be claimed paid by Seller under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of not exceed $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances1,145,000; and (iii) 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) shall be an amount equal to $534,000,000; and (iv) neither party hereto shall have any liability Liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), ) punitive damages or (ii) and (iii) shall special, indirect, or consequential damages that are not apply to (x) any indemnifiable Losses arising out reasonably foreseeable as of the breach date of the representations and warranties in Sections 3.01this Agreement, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior except to the Closing Date which extent that such damages are violations of any of the obligations of the Company and its Affiliates contained paid by an Indemnified Party to a Third Party in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigationa Third Party Claim. (c) For all purposes of this Article ARTICLE IX, "Losses" Losses shall be reduced by the net of (i) any insurance or other recoveries payable to the proceeds such Indemnified Party actually recovers from any third party or its Affiliates in connection with insurance provider resulting from making a claim thereunder less the facts giving rise to the right costs of indemnificationrecovering such amounts, costs of investigation, any applicable deductibles and premiums. (iid) any Tax benefit actually realized by the No Buyer Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of shall be entitled to indemnification under Section 9.02 for any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company Tax attributes of Seller or any Subsidiary shall be deemed Losses attributable to have "actually realized" Post-Closing Tax Periods (other than Losses arising in a Post-Closing Tax benefit to Period as a result of a breach of the extent that the Purchaser and the Seller, acting reasonably and representations in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountSection 3.20(o)).

Limits on Indemnification. (a) No If a claim may be asserted nor may any Action be commenced against either pursuant to Article VIII relates to a breach by a party for breach of any representationrepresentation or warranty set forth herein or Section 6.1, warranty, covenant or agreement contained herein, unless written notice of such claim or action is it must be received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, warranty or covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 9.018.1, irrespective in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. Claims pursuant to Article VIII relating to a breach by a party of whether any covenant (other than Section 6.1) set forth herein are not subject to time limitations. Notwithstanding anything herein to the subject matter contrary, no claim may be asserted against the Seller pursuant to Section 8.2(a)(iv) with respect to Taxes unless written notice of such claim or action shall have occurred before or is received by the Seller prior to the expiration of the 30 day period immediately following the expiration of the applicable statute of Tax limitations. Notwithstanding anything herein to the contrary, no claim may be asserted against the Seller pursuant to Section 8.2(a)(vii) with respect to the Indemnified Joplin Environmental Conditions unless written notice of such claim is received by the Seller prior to the date that is 24 months after the Closing Date. Notwithstanding anything herein to the contrary, no claim may be asserted against the Seller pursuant to Section 8.2(a)(vi) with respect to Audit Claims unless written notice of such dateclaim is received by the Seller, prior to the 36 month anniversary of the Closing Date. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) an Indemnifying Party the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by Buyer Indemnified Parties pursuant to Sections 8.2(a)(i), (ii), (vi) and (vii) shall in no event exceed $20,000,000 (the “Cap”) and the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by Buyer Indemnified Parties pursuant to Section 8.2(a)(vi) shall in no event exceed $3,700,000 (the “Audit Claim Cap”); (ii) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 9.02(a), under Sections 8.2(a)(i) and (vii) unless and until the aggregate amount of indemnifiable Losses which that may be recovered from the Indemnifying Party Seller equals or exceeds $30,500,000 after 1,500,000 (the “Basket Amount”), in which case the Indemnifying Party Seller shall be liable only for all the Losses in excess of the Basket Amount; provided, however, that no such amount; (ii) no Losses may be claimed under Section 9.02(a) by any Buyer Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses set forth in for purposes of this clause (iii) above other than Losses in excess of $100,000 10,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events events, or circumstances; provided, further, that this clause (ii) 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; (iii) the maximum amount Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss or claim under (x) Section 8.2(a)(vii) to the extent of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes specific accrual for such specific Loss as set forth on Schedule 8.5(b)(iii) of the Disclosure Schedules or (y) any other Section in Section 9.02(a8.2(a) shall be an amount equal to $534,000,000; and the extent such Loss or claim was actually included in Closing Working Capital as finally determined pursuant to Section 2.5. (iv) neither no party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special special, or indirect damages, including business interruption, loss of future revenue revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement unless such punitive, incidental, consequential, special, or indirect damages are awarded and required to be paid to a third party pursuant to a Law or Order; and (v) for purposes of determining whether there has been a breach of any Ancillary Agreement; providedrepresentation or warranty under this Agreement (other than Section 4.18), however, that the limits such representations and warranties shall be interpreted without giving effect to any limitations or qualifications such as “materiality,” “material,” “in all material respects,” or “Material Adverse Effect” set forth in clauses (i), (ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements such representation or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigationwarranty. (c) For all purposes of this Article IXVIII, "“Losses" ” shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, indemnification and (ii) any Tax benefit actually realized actual reduction in cash Taxes paid by the Indemnified Party or its Affiliates arising in connection with directly resulting from the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountLosses.

Limits on Indemnification. (ai) No claim may be asserted nor may any Action suit, action or arbitration (“Action”) be commenced against either any 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 facts and circumstances with respect to the 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 9.0110(a), irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (bii) Notwithstanding anything to the contrary contained in this Agreement: (iA) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.02(a10(b) or Section 10(c), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 50,000, after which the Indemnifying Party shall be liable only for all those Losses in excess of such amount$50,000; (iiB) no Losses may be claimed under Section 9.02(a10(b) or Section 10(c) by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (iA) above other than Losses in excess of $100,000 50,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iiiC) 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(a10(b) or Section 10(c) shall be an amount equal to $534,000,0001,000,000 in the aggregate for all Sellers or Nautilus, respectively; and (ivD) neither no party hereto hereto, nor any of any party’s agents, officers, directors, stockholders, representatives or Affiliates shall have any liability under any provision of this Agreement or any Ancillary Agreement related agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigationrelated agreement. (ciii) For all purposes of this Article IXSection 10, "“Losses" ” shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, indemnification and (ii) any Tax benefit actually realized by available to the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) including the net present value of any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Sellerarising in subsequent taxable years, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made calculated using a discount rate of 5%) by such indemnified party is reduced below % and assuming the amount highest applicable combined statutory rate of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountTax then in effect).

Limits on Indemnification. (a) No 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 facts and circumstances with respect to the 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 9.018.01, 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 shall not be liable for any claim for indemnification pursuant to Sections 8.02(a) (other than with respect to the representation and warranty set forth in Section 9.02(a3.14(i)) or 8.03(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 250,000 (the “Indemnification Threshold”) after which the Indemnifying Party shall be liable only fully indemnify the other party for all Losses in excess the total of such amountLosses; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) 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(a8.02(a) (other than with respect to the representation and warranty set forth in Section 3.14(i)) or 8.03(a) shall be an amount equal to $534,000,000; and 4,000,000, (iviii) neither party hereto shall have any liability under any provision of this Agreement or any the Ancillary Agreement Agreements for any punitive, incidental, consequential, special or indirect punitive damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) and (iiiiv) the Sellers shall not apply have no obligation to (x) indemnify any indemnifiable Losses arising out of the Purchaser Indemnified Party for any breach of the representations and warranties in Sections 3.01Sellers representations, 3.02warranties, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring covenants or agreements contained herein which is corrected pursuant to an amendment or supplement to the Disclosure Schedule made prior to the Closing Due Diligence Expiration Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect pursuant to the Gallen LitigationSection 5.13. (c) For all purposes of this Article IXVIII, "“Losses" ” shall be net of (i) any insurance or other recoveries payable to actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, (ii) any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amount.

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either any 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 facts and circumstances with respect to the 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 9.018.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. Without limiting the foregoing, nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands; provided that the written notice of such claim sets forth the specific basis for any such contingent claim to the extent then feasible and the Indemnified Party has reasonable grounds to believe that such a claim may be made. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to (x) Section 9.02(a8.02(a)(i) (other than with respect to a breach of any representation or warranty contained in Section 3.17 or Section 3.20) or (y) Section 8.03(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party thereunder equals or exceeds $30,500,000 1,000,000 (the “Indemnification Threshold”), after which the Indemnifying Party shall be liable only fully indemnify the other party for all Losses in excess the total of such amount; Losses (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating including those incurred prior to exceeding the aggregate Losses Indemnification Threshold), subject to the limitations set forth in clause (iii) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstancesthis Section 8.04(b); (iiiii) 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 (x) Section 9.02(a8.02(a)(i) (other than with respect to a breach of any representation or warranty contained in Section 3.17 or Section 3.20, for which an Indemnifying Party shall be liable for all Losses) or (y) Section 8.03(a) shall be $40,000,000; (iii) an amount equal Indemnified Party shall not be entitled to make any claim for indemnification pursuant to this Article VIII for any single Loss of $534,000,00075,000 or less or any related series of Losses which in the aggregate do not exceed $75,000; and (iv) neither party none of the parties hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequentialpunitive damages, special damages or indirect damagesconsequential damages (including lost profits and lost opportunities), including loss of future revenue or income, or loss of business reputation or opportunity relating except to the breach or alleged extent an Indemnified Party is required to pay such damages in connection with a Third Party Claim. For the purposes of determining whether the Indemnification Threshold has been met (but not determining whether a breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (ia representation has occurred), (ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out of the breach of the all representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date Article III or Article IV of this Agreement which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements qualified by Material Adverse Effect or materiality (zor similar qualifications) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigationread as if such qualifications were not present therein. (c) For all purposes of this Article IXVIII, "“Losses" ” shall be net of (i) any insurance or other recoveries payable to actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification. In addition, (ii) any Tax benefit actually realized indemnification payment made under this Agreement will take into account and be reduced by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that Indemnified Party resulting from the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which Loss giving rise to such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountpayment.

Limits on Indemnification. The indemnification provided for in ‎Section 7.02 and ‎Section 7.03 shall be subject to the following limitations: (a) No 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 facts and circumstances with respect to the 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 The Company shall not be liable for any claim for indemnification pursuant to Section 9.02(a), 7.02 unless and until the aggregate amount of all indemnifiable Losses under Section 7.02 exceeds US$1 million, in which may event the Company shall be recovered required to pay or be liable for all such Losses from the Indemnifying Party equals or exceeds $30,500,000 after first dollar. The aggregate amount of all Losses for which the Indemnifying Party Company shall be liable only to each Selling shareholder pursuant to Section 7.02 shall not exceed the then aggregate fair market value of the Target Shares already acquired by the Company from such Selling Shareholder pursuant to this Agreement. (b) Each Selling Shareholder shall not be liable for any claim for 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 which event such Selling Shareholder shall be required to pay or be liable for all such Losses in excess from the first dollar. The aggregate amount of such amount; (ii) no all Losses may be claimed under Section 9.02(a) by any Indemnified Party or for which each Selling Shareholder shall be included in calculating liable pursuant to Section 7.03 shall not exceed the then aggregate Losses fair market value of the Company Shares such Selling Shareholder already acquired pursuant to this Agreement. (c) Notwithstanding the foregoing, the limitations set forth in clause (iSection 7.04(a) above other than and Section 7.04(b) shall not apply to Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from any inaccuracy or breach of any Company Fundamental Reps, Selling Shareholders Fundamental Reps or any failure by either the causes set forth in Section 9.02(aCompany or the Selling Shareholders of their respective obligations under ‎Section 2.02(b). ​ ​ (d) The amount of any Losses payable by the Indemnifying Party under this Agreement shall be net of any amounts actually recovered by the Indemnified Party from any other Person determined to be responsible therefor. If the Indemnifying Party has paid an amount equal to $534,000,000; and (iv) neither party hereto shall have in discharge of any liability claim under any provision of this Agreement or any Ancillary Agreement and the Indemnified Party has been compensated in full for any punitiveall Losses it has suffered with respect to the same subject matter of such claim, incidentalthen to the extent the Indemnified Party subsequently recovers (whether by payment, consequentialdiscount, special or indirect damagescredit, including loss of future revenue or incomerelief, or loss otherwise) from a third party a sum which further indemnifies or which is the same subject matter of business reputation or opportunity relating 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 breach or alleged breach Indemnifying Party less all costs of recovery and Taxes with respect thereto. To the extent required by applicable Law and reasonably practicable, each Indemnified Party shall use commercially reasonable efforts to mitigate any Losses for which the Indemnified Party makes claims under this Agreement or any Ancillary Agreement; provided, however, that the limits set forth nothing herein shall require an Indemnified Party to maintain any insurance policies, commence any proceedings against a third party, or obtain any insurance proceeds from other sources of indemnification available to such party in clauses (i), (ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out respect of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen LitigationLosses. (ce) For all purposes of this Article IX, "Losses" shall be net of (i) any insurance or other recoveries payable to the An Indemnified Party or its Affiliates shall not be entitled to recover from the Indemnifying Party under this Agreement more than once in connection with respect of the facts giving rise to same portion of the right of indemnification, (ii) any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such same Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountsuffered.

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either a party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action Action is received by such party describing in reasonable detail the facts and circumstances with respect to the 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 9.018.01, irrespective of whether the subject matter of such claim or action Action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying , no Seller Party shall not be liable for any claim for indemnification Losses pursuant to Section 9.02(a), 8.02(a)(i) and/or Section 8.02(b)(i) and/or Section 8.02(c)(i)(Y) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or Seller Parties exceeds $30,500,000 after [*****] (the “Threshold”), whereupon the Purchaser Indemnified Parties shall be entitled to indemnification for the amount of such Losses for which the Indemnifying Party shall Purchaser Indemnified Parties would, but for this Section 8.04(b), be liable only liable, and not just amounts in excess of the Threshold. (c) Except in the case of fraud or intentional misrepresentation, the aggregate liability of all Seller Parties for all Losses incurred by the Purchaser Indemnified Parties pursuant to Section 8.02(a)(i) and/or Section 8.02(b)(i) and/or Section 8.02(c)(i)(Y) shall not exceed the Basic Cap. Except in excess the case of such amountfraud or intentional misrepresentation or Losses arising out of or related to any Excluded Claim, the aggregate liability of all Seller Parties for all Losses incurred by the Purchaser Indemnified Parties pursuant to Section 8.02(a), Section 8.02(b) and/or Section 8.02(c), shall not exceed the Cap, except that the liability of any Seller Individual therefor shall not exceed his Pro Rata Share of the Cap. (d) Notwithstanding anything to the contrary contained in this Agreement (except as provided in Section 8.04(e)): (i) the limitations set forth in Article VIII shall not apply to any Losses arising out of or related to fraud or intentional misrepresentation by any Seller Party; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses limitations set forth in clause (iSection 8.04(b) above other than and Section 8.04(c) shall not apply to any Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstancesrelated to any Excluded Claim; (iii) none of 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) shall be an amount equal to $534,000,000; and (iv) neither party parties hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, consequential or special (other than incidental, consequential, special or indirect ) damages, including loss of future revenue or incomeincome or profits, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement, or any damages based on any type of multiple damages (other than any such damages owed to a third party pursuant to a Third Party Claim); providedand (iv) no Purchaser Indemnified Party will be entitled to any indemnification or any other payment with respect to any Losses to the extent such Losses were the subject of an adjustment in the Final Working Capital Statement. (e) Notwithstanding anything to the contrary contained in this Agreement, however, that for the limits set forth in clauses avoidance of doubt: (i)) no Seller Individual other than the Seller Individual making such representation, (ii) and (iii) warranty, covenant or other agreement on behalf of himself, herself or itself shall not apply to (x) any indemnifiable be liable for Losses arising out of another Seller Individual’s breach of any representation, warranty, covenant or other agreement and (ii) no Seller Individual shall be liable for more than his, her or its Pro Rata Share of any Loss, except in the case of Section 8.02(c), fraud or intentional misrepresentation or willful breach on the part of such Seller Individual. (f) Notwithstanding anything in this Agreement to the contrary, for purposes of the parties indemnification obligations under this Article VIII, all of the representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior this Agreement that are qualified as to the Closing Date which are violations “material,” “materiality,” “material respects,” “Material Adverse Effect” or words of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements similar import or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigation. (c) For all purposes of this Article IX, "Losses" shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, (ii) any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary effect shall be deemed to have "actually realized" been made without any such qualification for purposes of determining the amount of Losses resulting from, arising out of or relating to any such breach of representation or warranty (but not for the purpose of determining whether any such breach has occurred). (g) Notwithstanding any provision herein to the contrary, if a Tax benefit Seller Party is obligated to indemnify or reimburse any Purchaser Indemnified Party for any indemnification claim in accordance with this Article VIII, such claim shall be satisfied in the following order, subject to the limitations set forth above: (i) first from the Escrow Fund; (ii) second, by offset against Earnout Consideration then due and payable; (iii) third, by written demand upon the Seller for payment; and (iv) fourth, to the extent that any amount remains unpaid after 30 days after delivery of written demand to the Seller (except to the extent that the Purchaser and the Seller, acting reasonably and Seller is contesting such obligation in good faith), determine that by the Seller Individuals. Purchaser Indemnified Parties may set-off the amount of Taxes Losses with respect to such claim against any amounts payable over time by Purchaser to the Seller as the same becomes due and payable, subject to the limitations set forth in this Section 8.04. (h) The Seller Parties may pay a portion of any Losses payable for indemnification claims to the Purchaser Indemnified Parties and recoverable as determined on contemplated by clauses (iii) and (iv) of Section 8.04(g), by transferring to Purchaser a present value basis number of shares of Purchaser Common Stock issued hereunder equal to (x) such portion of the Losses divided by (y) the Purchaser Stock Price calculated as of the date of such transfer. The Seller Parties shall promptly execute any documents reasonably required by Purchaser to transfer the shares of Purchaser Common Stock to Purchaser and return any original certificates representing such shares to Purchaser. (i) Except in the taxable year case of fraud or intentional misrepresentation or Losses arising out of or related to Section 8.03(b), Section 8.03(c) or Section 8.03(d), the aggregate Losses for which Purchaser shall have personal liability with respect to Section 8.03 shall not exceed the Cap. Notwithstanding anything to the contrary contained in which such indemnity payment is being made using a discount rate this Agreement, the limitations set forth in Article VIII shall not apply to any Losses arising out of 5%) or related to fraud or intentional misrepresentation by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountPurchaser.

Limits on Indemnification. (a) No claim may be asserted nor may any Action Proceeding be commenced against either party the Stockholders or the Purchaser for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action Proceeding is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action Proceeding on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action Proceeding is based ceases to survive as set forth in Section 9.019.1, irrespective of whether the subject matter of such claim or action Proceeding shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) in the event of any breach or inaccuracy of any representation or warranty which includes any qualification as to “materiality” or “Material Adverse Effect,” for purposes of determining the amount of any Loss with respect to such breach or inaccuracy, no effect will be given to such qualification as to “materiality” or a “Material Adverse Effect” contained therein (for the avoidance of doubt, such qualifications would continue to apply to the determination as to whether or not a breach or inaccuracy had occurred, but not in the determination of the amount of the Loss); (ii) an Indemnifying Party shall not be liable for any claim for indemnification for monetary damages pursuant to Sections 9.2(a) (other than with respect to a Breach of any representation or warranty made in Section 9.02(a4.2 or 4.3 hereof), 9.2(b) (other than with respect to a Breach of any representation or warranty made in Section 3.5(f) or 3.6 hereof), 9.2(h) or 9.3(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 75,000 (the “Basket”), after which the Indemnifying Party shall be liable only for the amount of all such Losses in excess of such amount; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating including the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; Basket; (iii) the maximum aggregate amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 9.02(aSections 9.2(a), 9.2(b) and 9.2(h), other than for a Breach of a Specified Representation, shall be equal to the aggregate of the Cash Escrow Amount and the value of the Stock Escrow Amount at the time of such claim for Loss, and the maximum aggregate amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Sections 9.3(a) shall be an amount equal to the $534,000,000; and (iv) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement4,100,000; provided, however, that that, for the limits avoidance of doubt, in connection with (A) a Breach of a Specified Representation, or (B) claims pursuant to Sections 9.2(c), 9.2(g) or 9.3(c), the maximum amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in clauses Sections 9.2 or 9.3, respectively, shall not be subject to such limit; (iiv) the Purchase Price adjustment (other than to the extent the adjustment reduces the aggregate amount available for indemnification as provided in Sections 9.4(b)(iii)) and Taxes that are the subject of Article VII, respectively, shall not be subject to this Article IX; and (iiv) notwithstanding the foregoing, the limitations on damages set forth in Sections 9.4(b)(ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out in the case of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, fraud or other willful misconduct or (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of from the Retained Claims; providedcauses set forth in Section 9.2(d), further9.2(e), that the Seller shall be liable for only 50% of the monetary damages 9.2(g), 9.3(b), 9.3(c) and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigation9.3(d). (c) For all purposes No Stockholder (including any officer or director of a Stockholder, if applicable) shall have any right of contribution, indemnification or right of advancement from the Company, the Purchaser or any other Purchaser Indemnified Party with respect to any Loss claimed by a Purchaser Indemnified Party. The Purchaser (including any officer or director of the Purchaser) shall not have any right of contribution, indemnification or right of advancement from the Stockholders or any other Stockholder Indemnified Party with respect to any Loss claimed by a Stockholder Indemnified Party. (d) Each payment by an Indemnifying Party made pursuant to this Article IX, "Losses" IX shall be net reduced to the extent of any (i) any insurance proceeds actually received by the Purchaser or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnificationStockholders, as applicable, (ii) any Tax benefit benefits actually realized by the Indemnified Party Company in respect of the Losses giving rise to such payment, or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on reimbursements or similar payments actually received by the Interim Balance Sheet Purchaser or the Stockholders, as applicable, from a third party with respect to such Loss. The Purchaserpayment; provided, its Affiliateshowever, neither the Company Purchaser nor any Stockholder, as applicable, shall have any obligation whatsoever to seek any payments from, or take action with respect to, any Subsidiary insurance policies or third parties in lieu of or as a condition to receiving a payment from an Indemnifying Party under this Article IX and any such action shall be deemed at the sole and absolute discretion of the Purchaser or the Stockholders, as applicable. (e) All amounts due to have "actually realized" a Tax benefit Purchaser Indemnified Party as so finally determined shall be paid first from the Escrow Account until all monies and securities in such account are exhausted and then, to the extent not limited under Section 9.4(b), severally and not jointly, by the Stockholders liable hereunder, in each case by wire transfer within five (5) Business Days following such final determination; provided, that indemnifiable Losses shall be satisfied out of the Purchaser Cash Escrow Amount first, and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountStock Escrow Amount second.

Limits on Indemnification. (a) No 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 facts and circumstances with respect to the 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: : (ia) an An Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.02(a8.2(a) or Section 8.3(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 after 2,500,000, in which case the Indemnifying Party shall be liable only for all Losses in excess the entire amount of such amount; Losses (iithe “Basket Limitation”) no Losses may be claimed and the aggregate indemnification obligations of either Indemnifying Party under Section 9.02(a8.2(a) by any Indemnified Party or Section 8.3(a), as the case may be, shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) 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) shall be an amount equal limited to $534,000,000; and (iv) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement50,000,000; provided, however, that the limits set forth in clauses (i), (ii) and (iiilimitations under this Section 8.6(a) shall not apply to (x) any indemnifiable Losses arising out claim for indemnification in respect of the a breach of Section 3.16 (Taxes) and the Basket Limitation shall not apply to the matter set forth in Schedule 8.6(a). (b) No Indemnified Party may make a claim for indemnification under Section 8.2(a) or Section 8.3(a), as the case may be, for breach by the Indemnifying Party of a particular representation or warranty after the date on which such representations and warranties terminate (if such representation or warranty is subject to a time limit) as set forth in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen LitigationSection 8.1. (c) For all Each Indemnifying Party acknowledges and agrees that for purposes hereof, Losses shall be calculated based on the amount of Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by an Indemnified Party from any third party with respect thereto. (d) No Indemnifying Party shall be entitled to indemnification under this Article IXVIII for any punitive, "Losses" shall be net of (i) any insurance indirect, consequential, special or other recoveries payable exemplary damages, except to the extent payable in connection with, based on or arising out of a Third Party Claim. (e) Each Indemnified Party or its Affiliates in connection with the facts giving shall take all commercially reasonable measures to mitigate all Losses upon, and after becoming aware of, any event which could reasonably be expected to give rise to Losses. The parties agree that the right limitations of indemnificationSection 8.6(a) and the time limits of Section 8.6(b) shall not be applicable for any claims of indemnification pursuant to Section 8.2(b), (ii8.2(c), 8.3(b), 8.3(c), 8.3(d), 8.3(e), 8.3(f), or 8.3(g) any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of it being understood that any such Losses and claims shall not be subject to any time limitations, baskets or maximum payment limitations. (iiif) The Acquiror Indemnified Parties shall not be entitled to indemnification hereunder regarding a breach of a representation, warranty or covenant in respect of which any amounts reserved of the individuals set forth on Schedule 8.6(f) had actual knowledge prior to the Interim Balance Sheet date hereof, other than with respect to such Lossthe matters set forth in Schedule 8.6(a). The PurchaserHRB Indemnified Parties shall not be entitled to indemnification hereunder regarding a breach of a representation, its Affiliates, warranty or covenant in respect of which any of the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit individuals set forth on Schedule 1.1(a) had actual knowledge prior to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountdate hereof.

Limits on Indemnification. (a) No 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 facts and circumstances with respect to the 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 9.018.01, 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 shall not be liable for any claim for indemnification pursuant to Sections 8.02(a) (other than with respect to breaches of the representations and warranties set forth in Sections 5.01, 5.02, 5.05, 5.06, and 5.08) or 8.03(a) (other than with respect to breaches of the representations and warranties set forth in Section 9.02(a6.01), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 an amount equal to .05% of the applicable Cash Contribution attributable to such Non-Portfolio Property Interest that is the subject of the right of indemnification (the “Indemnification Threshold”) after which the Indemnifying Party shall be liable only fully indemnify the other party for all Losses in excess the total of such amountLosses; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) 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(a8.02(a) (other than with respect to breaches of the representations and warranties set forth in Sections 5.01, 5.02, 5.05, 5.06, and 5.08) or 8.03(a) (other than with respect to breaches of the representations and warranties set forth in Section 6.01) shall be an amount equal to $534,000,000; 10% of the Cash Contribution attributable to such Non-Portfolio Property Interest that is the subject of the right of indemnification, and (iviii) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect punitive damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigation. (c) For all purposes of this Article IXVIII, "“Losses" ” shall be net of (i) any insurance or other recoveries payable to actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, (ii) any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amount.

Limits on Indemnification. (ai) No claim may be asserted nor may any Action be commenced against either party Party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action Action is received by such party Party describing in reasonable detail the facts and circumstances with respect to the 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 9.016.1(a) , irrespective of whether the subject matter of such claim or action Action shall have occurred before or after such date. For the sole purpose of determining Losses (and not for determining whether or not any breaches of representations or warranties have occurred), the representations and warranties of the Seller shall not be deemed qualified by any references to materiality or to Material Adverse Effect. (bii) Notwithstanding anything to the contrary contained in this Agreement: (iAgreement:(A) an Indemnifying Party Indemnitor shall not be liable for any claim for indemnification pursuant to Section 9.02(aSections 6.1(b) or 6.1(c), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party Indemnitor equals or exceeds $30,500,000 575,000 after which the Indemnifying Party an Indemnitor shall be liable obligated only for all Losses in excess of such deductible amount; and (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iiiB) the maximum aggregate amount of indemnifiable all Losses which may be recovered from an Indemnifying Party Indemnitor arising out of or resulting from the causes set forth in Section 9.02(aSections 6.1(b) or 6.1(c) shall be an amount equal to Eleven Million, Five Hundred Thousand Dollars ($534,000,00011,500,000). The foregoing limitations do not apply to indemnities and reimbursements required under Article V. (iii) Net Insurance Proceeds and Tax Benefits. The amount of any Loss under this Article VI shall be: (A) reduced by the net amount of any insurance proceeds received by any Seller Indemnified Party or the Purchaser Indemnified Party in connection with such Loss. Each Indemnified Party agrees that it shall pursue in good faith claims under any applicable insurance policies who may be responsible for such Losses; and and (B) reduced by the net amount of any Tax benefits actually realized by an Indemnified Party. (iv) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitiveNOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, incidentalNO PARTY SHALL BE LIABLE FOR SPECIAL, consequentialPUNITIVE, special or indirect damagesEXEMPLARY, including loss of future revenue or incomeINCIDENTAL, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; providedCONSEQUENTIAL OR INDIRECT DAMAGES, howeverLOST PROFITS OR LOST BENEFITS, that the limits set forth in clauses (i)LOSS OF ENTERPRISE VALUE, (ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out of the breach of the representations and warranties in Sections 3.01DIMINUTION IN VALUE OF ANY BUSINESS, 3.02DAMAGE TO REPUTATION OR LOSS TO GOODWILL, 3.03WHETHER BASED ON CONTRACT, 3.20TORT, 3.21 and 4.01STRICT LIABILITY, (y) any actionsOTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM ANY OTHER PARTY’S SOLE, omissionsJOINT OR CONCURRENT NEGLIGENCE, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen LitigationSTRICT LIABILITY OR OTHER FAULT. (c) For all purposes of this Article IX, "Losses" shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, (ii) any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amount.

Limits on Indemnification. (a) No 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 facts and circumstances with respect to the 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 9.017.01, 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 shall not be liable for any claim for indemnification pursuant to Section 9.02(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 after which the Indemnifying Party shall be liable only for all Losses in excess of such amount; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying by either Party arising out of or resulting from the causes set forth in Section 9.02(a7.02 (in the case of Purchaser) or Section 7.03 (in the case of Seller) shall be an amount equal to $534,000,000the Closing Payment Amount; and (ivii) neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) and (iii) shall not apply in the event a party hereto establishes prior to (x) the Closing that any indemnifiable Losses arising out of the breach of the representations and warranties to survive the Closing in Sections 3.01accordance with Section 7.01 are not true and correct as of the Closing, 3.02its sole and exclusive remedy with respect to any such breach shall be to not close the transaction, 3.03and (v) no breach by the Seller of any representation, 3.20warranty, 3.21 covenant or agreement in this Agreement shall be deemed to be a breach of this Agreement for any purpose hereunder, and 4.01neither the Purchaser nor any Affiliate of Purchaser shall have any claim or recourse against the Seller or its directors, (y) officers, employees, Affiliates, controlling persons, agents advisors or representatives with respect to such breach, if the Purchaser or any actionsAffiliate of Purchaser had, omissions, facts and circumstances occurring prior to the Closing Date which are violations execution of any this Agreement, actual knowledge of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigationsuch breach. (c) For all purposes of this Article IXVIII, "“Losses" ” shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, (ii) any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amount.

Limits on Indemnification. (a) No 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 facts and circumstances with respect to the 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 An Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.02(a7.02(a) or 7.03(a), unless and until the aggregate amount of indemnifiable Losses which that may be recovered from the Indemnifying Party equals or exceeds $30,500,000 after 12,000,000 (the "Aggregate Threshold") in which case the Indemnifying Party shall be liable only for all such Losses, (b) any Losses in excess of such amount; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any a single claim or aggregated a series of related claims arising out of an individual breach of any representation or warranty that totals less than the same or substantially similar factsPer Claim Threshold shall be excluded in their entirety from indemnification pursuant to Section 7.02(a) and 7.03(a), events or circumstances; and the Indemnified Party shall have no recourse for such Losses, and (iiic) 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 (i) Section 9.02(a) 7.02 shall be an amount equal to $534,000,000; and (iv) neither party hereto shall have the Earn Out Payments not yet paid at the time any liability under any provision of this Agreement claim for indemnification is made or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) and (iii) Section 7.03 shall not apply to (x) any indemnifiable Losses arising out of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior be an amount equal to the Closing Date which are violations of Earn Out Payments not yet paid at the time any of the obligations of the Company and its Affiliates contained claim for indemnification is made plus, in the Settlement Agreements or (z) any indemnifiable Losses arising out of event the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigation. (c) For all purposes of this Article IX, "Losses" shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to such indemnification claim is the right failure by Scimed to pay, or cause to be paid, any Earn Out Payment then due or has resulted in any Earn Out Payment being less than it would have been if Parent, Scimed or Purchaser had complied with their obligations under this Agreement, the amount of indemnificationsuch unpaid Earn Out Payment or the amount of such difference, (ii) as applicable, together, without duplication, with any reasonable costs, expenses and interest incurred by the Earn Out Recipients in pursuing such claims. The amount of any Loss shall be increased to take into account any Tax benefit cost, and reduced to take account of the amount of any Tax benefit, actually realized by the Indemnified Party or its Affiliates any affiliate or group of affiliates of such Indemnified Party arising in connection with from the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The PurchaserFor the avoidance of doubt, its Affiliates, the Company Losses or any Subsidiary other amounts paid in respect of an Intellectual Property Claim shall be deemed to have "actually realized" a Tax benefit to excluded in their entirety in determining whether the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountAggregate Threshold has been satisfied.

Limits on Indemnification. (a) No claim may be asserted nor may any Action 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 facts and circumstances of the actual loss with respect to the subject matter of such claim or Action action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action action is based ceases to survive as set forth in Section 9.01survive, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; provided however that no claims made under this section shall be brought against any party unless such indemnifiable losses exceed the aggregate amount of $50,000, at which point the full amount of all losses shall be recoverable. (b) Notwithstanding anything Except with respect to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.02(a)claims of fraud, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals willful misrepresentation or exceeds $30,500,000 after which the Indemnifying Party shall be liable only for all Losses in excess of such amount; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar factswillful misconduct, events or circumstances; (iii) the maximum amount of indemnifiable Losses losses which may be recovered from an Indemnifying Party indemnifying party arising out of or resulting from the causes indemnification provisions set forth in Section 9.02(a) this section, shall be an in the aggregate amount equal to $534,000,000; and (iv) neither the Purchase Price. Nothing in this section, shall restrict or limit the general obligation of the indemnified party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) and (iii) shall not apply to (x) mitigate any indemnifiable Losses arising out loss it may suffer or incur as a result of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, an event that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigation. (c) For all purposes of this Article IX, "Losses" shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving may give rise to the right of indemnification, (ii) any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountloss under this section.

Limits on Indemnification. (a) No claim may be asserted nor may shall any Action be commenced against either any party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action Action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action Action, to the extent known by the Indemnified Party, 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 Action shall have occurred before or after such date. (b) Notwithstanding anything Other than for claims relating to fraud, intentional misrepresentation or willful misconduct or for breaches of the Fundamental Representations (which shall not be subject to any limitations herein), the indemnification provided for in this Agreement shall be subject to the contrary contained in this Agreement: following limitations: (i) an Indemnifying Party Seller shall not be liable for have any claim for indemnification pursuant obligation to indemnify any Buyer Indemnified Party under Section 9.02(a), ) unless and until the aggregate amount of indemnifiable all Losses of Buyer Indemnified Parties exceed $20,000, in which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 after which the Indemnifying Party event Seller shall be liable only for all Losses in excess the full amount of such amount; Losses from the first dollar; (ii) no Losses may The aggregate amount required to be claimed paid by Seller under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of not exceed $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances1,145,000; and (iii) 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) shall be an amount equal to $534,000,000; and (iv) neither party hereto shall have any liability Liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), ) punitive damages or (ii) and (iii) shall special, indirect, or consequential damages that are not apply to (x) any indemnifiable Losses arising out reasonably foreseeable as of the breach date of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior this Agreement, Exhibit 2.1 except to the Closing Date which extent that such damages are violations of any of the obligations of the Company and its Affiliates contained paid by an Indemnified Party to a Third Party in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigationa Third Party Claim. (c) For all purposes of this Article ARTICLE IX, "Losses" Losses shall be reduced by the net of (i) any insurance or other recoveries payable to the proceeds such Indemnified Party actually recovers from any third party or its Affiliates in connection with insurance provider resulting from making a claim thereunder less the facts giving rise to the right costs of indemnificationrecovering such amounts, costs of investigation, any applicable deductibles and premiums. (iid) any Tax benefit actually realized by the No Buyer Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of shall be entitled to indemnification under Section 9.02 for any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliates, the Company Tax attributes of Seller or any Subsidiary shall be deemed Losses attributable to have "actually realized" Post-Closing Tax Periods (other than Losses arising in a Post-Closing Tax benefit to Period as a result of a breach of the extent that the Purchaser and the Seller, acting reasonably and representations in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountSection 3.20(o)).

Limits on Indemnification. (a) No 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 facts and circumstances with respect to the 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 9.0110.01, 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 the Seller shall not be liable for any claim for indemnification pursuant to Section 9.02(a10.02(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party Seller equals or exceeds $30,500,000 11,000,000, after which the Indemnifying Party Seller shall be liable only for all those Losses in excess of such amount$11,000,000; (ii) no Losses may be claimed under Section 9.02(a10.02(a) by any Indemnified Party the Purchaser or shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 500,000 resulting from any single claim or aggregated claims arising out series of the same or substantially similar facts, events or circumstancesrelated claims; (iii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party the Seller arising out of or resulting from the causes set forth in Section 9.02(a10.02 (a) shall be an amount equal to $534,000,00082,500,000; provided, that the limitations set forth in clauses (i), (ii) and (ii) above shall not apply with respect to claims for breach of Section 4.01, Section 4.02, the last sentence of Section 4.03, Section 4.05 and the last sentence of Section 4.10; (iv) neither party any qualification of the representations and warranties by reference to the materiality of or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining any breach thereof or the amount of any Loss arising therefrom. (c) Notwithstanding anything to the contrary contained in this Agreement, none of the parties hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future profits, revenue or income, diminution in value or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; provided, however, that the limits set forth in clauses (i), (ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigation. (cd) For all purposes of this Article IXX, "“Losses" ” shall be net of (i) any insurance or other recoveries payable to actually received by the Indemnified Party or any of its Affiliates in connection with the facts giving rise to the right of indemnification, and (ii) any actually realized net Tax benefit available to (net of any actually realized Tax cost incurred by (in each case calculated on a with and without basis)) the Indemnified Party or any of its Affiliates 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 X (including the net present value of any Tax benefit arising in subsequent taxable years) and (iii) any amounts reserved on the Interim Balance Sheet Financial Statements with respect to such Loss. The Purchaser, its Affiliates, the Company or any Subsidiary shall be deemed to have "actually realized" a Tax benefit to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amount.

Limits on Indemnification. (a) No 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 Party describing in reasonable detail the facts and circumstances with respect to the 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 9.017.01, 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 shall not be liable for any claim for indemnification pursuant to Section 9.02(a)7.02 or Section 7.03, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,500,000 US$ 5,000,000, after which the Indemnifying Party shall be liable only for all Losses in excess of such amount; starting from the first US$; (ii) no Losses may be claimed under Section 9.02(a) by any Indemnified Party or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) the maximum total amount of indemnifiable Losses which may be recovered from an Indemnifying Party under Section 7.02 (other than items (ii) to (v) thereof) or Section 7.03(i), together with Losses related to relocation reimbursable under Section 5.14, shall not exceed the Indemnity Cap, provided, however, that such limitation shall not apply to any losses arising out from a breach of the representations contained in Section 3.01 (Organization, Authority and Qualification of the Seller), Section 3.04 (Capitalization, Ownership of Transferred Interests) and Section 3.17 (Taxes), or any Losses as a result of a fraud on the part of the Seller or the Seller Parent and provided further that the Indemnity Cap shall not apply with respect to any Losses and Liabilities arising from or in connection with the Sanonda Holding Relevant Entities and, for the avoidance of doubt, for Losses and Liabilities arising from or in connection with the Disposed Entities or the Excluded Assets and Liabilities. (iii) notwithstanding anything to the contrary contained herein, the Purchaser shall not be entitled to indemnification under this Article VII, to the extent it was reimbursed by the Seller or the Seller Parent with respect to the same indemnifiable event under any other provisions of this Agreement. In addition, the Purchaser shall not be entitled to indemnification under this Article VII if any claim for indemnification is based on Losses primarily resulting from written instructions of the causes set forth Purchaser or the Purchaser Parent. The Parties agree that the consent or approval by the Purchaser of the matters enumerated in Section 9.02(a5.01(b) shall not be an amount equal deemed to $534,000,000; and constitute such written instructions, while the disapproval or objection of such matters by the Purchaser shall be deemed to constitute such written instructions as long as the Purchaser is informed with reasonable detail of the consequence of disapproval or objection in advance. (iv) neither party hereto Party shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or incomeincome (except, for the avoidance of doubt, in connection with losses of revenues or income arising out of or resulting from the circumstances set out in Sections 7.02(vii) and 7.02(viii)), or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement Agreement; and (v) The limitations set forth in Section 7.04(b)(i) to Section 7.04(b)(iv) above shall not apply to: (a) any indemnity relating to or arising from fraud or willful misrepresentation by the Indemnifying Party or its respective officers, directors, employees and agents; (b) any Ancillary claim for indemnification arising from or in connection with the Seller and the Seller Parent’s representations and undertakings with respect to the Restructuring; (c) any claim for indemnification arising from or in connection with breach of the Seller’s representations under Section 3.22; and (d) any claim for indemnification arising from or in connection with breach of the Seller’s covenants and undertakings under this Agreement; provided, however, that without derogating from the limits set forth in clauses (i)rights of the Purchaser under Section 4.06, (ii) and (iii) the Seller or the Seller Parent shall not apply be deemed to (x) any indemnifiable Losses arising out of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements have committed fraud or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 willful misrepresentation with respect to any matters that are made aware to the Gallen LitigationPurchaser or the Purchaser Parent during the due diligence process, even if such matters were not included in the Disclosure Schedule or elsewhere of this Agreement. (c) For all purposes of this Article IXVII, "Losses" Losses shall be net of (i) any insurance or other recoveries payable proceeds actually paid to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, indemnification and (ii) any direct Tax benefit actually realized received by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) Losses. If after the payment of any amounts reserved on the Interim Balance Sheet with respect to such Loss. The Purchaser, its Affiliatesindemnification amount, the Company Indemnified Party receives insurance proceeds or Tax benefits that would have been deducted from its Losses had such proceeds or benefits been received prior to the indemnification payment, the Indemnified Party shall pay to the Indemnifying Party an amount equal to the value of such proceeds or benefits received (less the Indemnified Party’s reasonable costs and expenses incurred in connection with obtaining or realizing such insurance proceeds or tax benefits) within 15 Business Days after such proceeds or benefits are actually received. For the avoidance of doubt, if Sanonda Ltd. or any Subsidiary of its Subsidiaries suffers or incurs any loss or damages which gives rise to an indemnification claim under Section 7.02, a Purchaser Indemnified Party shall be deemed to have "actually realized" a Tax benefit suffered an indemnifiable Loss equal to the extent that the Purchaser and the Seller, acting reasonably and in good faith, determine that the amount of Taxes payable over time (such loss or damage actually suffered or incurred by Sanonda Ltd. or such Subsidiary of Sanonda Ltd. multiplied by the outstanding shareholding percentage of Sanonda Holding in Sanonda Ltd. as determined on a present value basis in of the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party is reduced below the amount of Taxes that such indemnified party would be required to pay but for the incurrence or payment of such indemnified amountClosing Date.

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation, warranty, or covenant contained in this Agreement or agreement contained hereinthe Ancillary Agreements or any certificate delivered hereto or thereto, or with respect to any Excluded Liability, unless written notice of such claim or action made in accordance with Section 6.4(a) is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on Claims Deadline, in which the case such representation, warranty, covenant or agreement on which claim with respect to such Excluded Liability shall survive as to such claim or Action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of until such claim or action shall have occurred before or after such datehas been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) an Indemnifying Party neither Sellers or Seller Parent, on the one hand, nor Buyer on the other hand, shall not be liable to any Buyer Indemnified Party or Sellers Indemnified Party, as applicable, for any claim for indemnification pursuant relating to Section 9.02(a), breaches of representations or warranties (other than the Fundamental Representations) unless and until the aggregate amount of indemnifiable Losses which that may be recovered from the Indemnifying Party Sellers or Seller Parent under Section 6.2(a) or Buyer under Section 6.3(a), as applicable, equals or exceeds $30,500,000 after 100,000, in which the Indemnifying Party case Sellers and Seller Parent or Buyer, as applicable, shall be liable only for all Losses in excess of such amount; Losses; (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered by Buyer Indemnified Parties (other than with respect to the Fundamental Representations) shall be an amount equal to five percent (5%) of the Purchase Price (the “Cap”); (iii) no Losses may be claimed by any Buyer Indemnified Party under Section 9.02(a6.2(a) by or any Seller Indemnified Party under Section 6.3(a) or shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 5,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; (iii) provided that 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) foregoing limitation shall be an amount equal not apply to $534,000,000; and any claim based on a Fundamental Representation; (iv) neither Sellers shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that such Loss was included in the Final Closing Statement (as finally determined pursuant to Section 2.7); and (v) no party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue revenue, profits or income, or loss other damages calculated on the basis of business reputation or opportunity any multiple relating to the breach or alleged breach of this Agreement Agreement, or any Ancillary Agreement; provided, however, other damages other than damages that the limits set forth in clauses (i), (ii) and (iii) shall not apply to (x) any indemnifiable Losses arising out of the breach of the representations and warranties in Sections 3.01, 3.02, 3.03, 3.20, 3.21 and 4.01, (y) any actions, omissions, facts and circumstances occurring prior to the Closing Date which are violations of any of the obligations of the Company and its Affiliates contained in the Settlement Agreements or (z) any indemnifiable Losses arising out of the Retained Claims; provided, further, that the Seller shall be liable for only 50% of the monetary damages and defense costs arising out of the Gallen Litigation, but in no event shall the Seller be liable for any amount in excess of $5,000,000 with respect to the Gallen Litigationconstitute actual damages. (c) For all purposes of this Article IXAgreement, "Losses" Losses shall be net of reduced by (i) any insurance or other recoveries payable paid to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, indemnification and (ii) any Tax benefit actually realized by the such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses and (iii) any amounts reserved on the Interim Balance Sheet with respect to such Losses. Buyer shall seek full recovery under all applicable insurance policies and other collateral sources covering any Loss to the same extent as it would if such Loss were not subject to indemnification hereunder and reimburse Sellers or Seller Parent for any such recovery (net of any out of pocket expenses or costs incurred in procuring such recovery) up to the extent of any indemnification payment received by Buyer for such Loss. The Purchaser, its AffiliatesNothing in this Section 6.5(c) shall delay an Indemnified Party’s ability to make a claim for indemnification or an Indemnifying Party’s obligation to make payment therefor. Any payment under this Article VI shall initially be made without regard to this Section 6.5(c) and shall be reduced to reflect any such Tax benefit only after the Indemnified Party has actually realized such benefit. For purposes of this Agreement, the Company or any Subsidiary Indemnified Party shall be deemed to have "‘actually realized" ’ a net Tax benefit to the extent that the Purchaser that, and the Sellerat such time as, acting reasonably and in good faith, determine that the amount of Taxes payable over time (as determined on a present value basis in required to be paid by the taxable year in which such indemnity payment is being made using a discount rate of 5%) by such indemnified party Indemnified Party is reduced below the amount of Taxes that such indemnified party it would be have been required to pay but for deductibility of such Losses, in each case: (i) during the incurrence same Tax year as the year in which the relevant Losses occurred and the immediately subsequent Tax year; and (ii) calculated so that the items related to the Indemnifying Party’s indemnification obligations are the last to be recognized in each such Tax year. (d) Buyer and Sellers shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by making commercially reasonable efforts to mitigate or resolve any such claim or liability. In the event that Buyer or Seller shall fail to make such commercially reasonable efforts to mitigate or resolve any claim or liability, then notwithstanding anything else to the contrary contained herein, the other party shall not be required to indemnify any person for any loss, liability, claim, damage or expense that could reasonably be expected to have been avoided if Buyer or Sellers, as the case may be, had made such efforts. (e) Each Buyer Indemnified Party shall seek payment of any amount to which it may be entitled under this Article VI from Sellers or Seller Parent. (f) Notwithstanding anything to the contrary in this Agreement (i) the limitations set forth in this Section 6.5 shall not be applicable to any Losses incurred as a result of knowing and intentional breach of covenant committed by or on behalf of Sellers, and (ii) no Person’s liability shall be limited in any way for such indemnified amountPerson’s intentional fraud under Delaware common law with respect to such Person’s representations and warranties set forth in this Agreement.