Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. (a) Sellers shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty pursuant to Section 7.2(a) until the aggregate amount of such Buyer Damages exceeds $250,000 (the “Indemnity Basket Deductible”), and Sellers shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representations and warranties set forth in Sections 2.17, 2.18 and 2.20. (b) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of the representations and warranties of Sellers shall be an amount equal to $4,000,000; however, this Section 7.5(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation and warranties set forth in Sections 2.17, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. (a) Sellers shall not be liable Notwithstanding anything to indemnify any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty pursuant to Section 7.2(a) until the aggregate amount of such Buyer Damages exceeds $250,000 (the “Indemnity Basket Deductible”)contrary contained in this Agreement, and Sellers shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representations and warranties set forth in Sections 2.17, 2.18 and 2.20. (b) The maximum aggregate indemnification obligation of Sellers except with respect to all any claims relating to a breach or breaches of the representations and warranties contained in Sections 3.01(a), 3.03, 3.19, 3.33, 4.04, 4.05, 4.06 or 4.09 hereof: (a) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 7.02(a) or 7.03(a), unless and until the aggregate amount of Sellers indemnifiable Losses which have or may be recovered from the Indemnifying Party pursuant to Section 7.02(a) or 7.03(a) equals or exceeds 2% of the Aggregate Purchase Price (the “Deductible”), whereupon the Indemnifying Party shall be entitled to indemnification for the amount of the excess and (b) the maximum amount of indemnifiable Losses which may be recovered from an Indemnified Party arising out of or resulting from the causes set forth in Section 7.02(a) or 7.03(a), as the case may be, shall be an amount equal to $4,000,000; however, this Section 7.5(b) 75% of the Aggregate Purchase Price (the “Cap”). Neither the Deductible nor the Cap shall not apply to Buyer Damages arising from any claims to the extent relating to a breach or breaches of the representations and warranties contained in Sections 3.01(a), 3.03, 3.33, 4.04, 4.05, 4.06 or 4.09 hereof and the Deductible, but not the Cap, shall apply to any claims to the extent relating to a breach of (i) any Fundamental Representation; and (ii) the representation representations and warranties set forth contained in Sections 2.17Section 3.19 hereof. For purposes of calculating whether the Deductible or the Cap has been, 2.18 or will be, exceeded, the Company and 2.20. (c) No Indemnifying Party shall have the Investor acknowledge and agree to exclude from any liability for exemplary such calculation any and all Losses paid, payable or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect indemnifiable to exemplary or punitive damages payable by an any Investor Indemnified Party to as a third partyresult of the gross up of Losses contemplated by the last paragraph of Section 7.02 hereof. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. (a) Sellers Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to clause (i) of Section 7.2(a10.02(a) unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party exceeds $250,000 an amount equal to one-half percent (0.5%) of the Purchase Price (the “Indemnity Basket DeductibleThreshold”), and Sellers after which the Indemnifying Party shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(asuch Losses (including the amount of the Threshold), less subject to the Indemnity Basket Deductible; however this other limitations set forth herein (including Section 7.5(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and 10.02(b)); (ii) the representations and warranties set forth in Sections 2.17, 2.18 and 2.20. maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to clause (bi) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of the representations and warranties of Sellers Section 10.02(a) shall be an amount equal to the amount in the Escrow Account; and (iii) an Indemnifying Party shall not be liable for any individual claim or series of related individual claims for indemnification pursuant to clause (i) of Section 10.02(a) unless the amount of indemnifiable Losses which may be recovered from the Indemnifying Party for each individual claim or series of related individual claims exceeds $4,000,000100,000 (the “Per Claim Minimum”), after which the Indemnifying Party shall be liable only for those Losses in excess of the Per Claim Minimum, subject to the other limitations set forth herein; however, this Section 7.5(b) provided that the foregoing limitation shall not apply to Buyer Damages arising from a the breach of (i) any Fundamental Representation; and , representation or warranty made in Section 4.15 (ii) the representation and warranties set forth in Sections 2.17, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party. (d) The limitations on indemnification set forth in Sections 7.5(aTaxes), 7.5(b)or to any claims arising out of or resulting from fraud, and 7.5(c) shall not be applicable in the event of a claim for fraudwillful breach or intentional misrepresentation.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement (other than Article VII): (a) Sellers an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a9.2(a)(i), Section 9.2(b)(i) or Section 9.3(a) for any Losses relating to or arising out of any individual event, matter or occurrence, or series of related events, matters or occurrences, unless and until the aggregate amount of such Buyer Damages Losses exceeds $250,000 50,000 (and any such Losses relating to or arising out of any individual event, matter or occurrence, or series of related events, matters or occurrences for an amount less than or equal to $50,000 shall not be considered “Losses” for purposes of this Agreement and shall be excluded from the calculation of Losses for purposes of determining whether or not Losses exceeding the Deductible has occurred for purposes of Section 9.5(b), but the amount of any Losses relating to or arising out of any individual event, matter or occurrence, or series of related events, matters or occurrences for an amount greater than $50,000 shall be considered Losses for their full amount), (b) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.2(a)(i), Section 9.2(b)(i) or Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses for claims which may be recovered from the Indemnifying Party under Section 9.2(a)(i), Section 9.2(b)(i) and Section 9.3(a) exceeds $1,500,000 (the “Indemnity Basket Deductible”), and Sellers in which case the Indemnifying Party shall be jointly and severally liable to indemnify Buyer Indemnitees only for all Buyer Damages arising under Section 7.2(a)the amount of such Losses in excess thereof, less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (iic) the representations and warranties maximum aggregate amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or relating to the causes set forth in Sections 2.17Section 9.2(a)(i), 2.18 Section 9.2(a)(ii), Section 9.2(a)(iii)(C), Section 9.2(b)(i) and 2.20. (bSection 9.3(a) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of the representations and warranties of Sellers shall be an amount equal to $4,000,000; however25,000,000, this Section 7.5(bprovided, that the foregoing clauses (a)-(c) shall not apply to Losses arising out of or relating to the inaccuracy or breach of any Buyer Damages arising Fundamental Representation, any Seller Fundamental Representation, any Company Fundamental Representation, the first sentence of Section 4.12 (Title to Assets) or Section 4.15 (Taxes), or to any claim for Fraud. For purposes of this Section 9.5, the amount of indemnifiable Losses recovered by the Buyer with respect to any distribution of Indemnity Escrow Shares to the Buyer from a breach the Indemnity Escrow Fund shall be deemed to equal (x) the Price Per Share multiplied by (y) the number of Indemnity Escrow Shares distributed to the Buyer from the Indemnity Escrow Fund. The amount of any and all Losses under this Article IX shall be determined net of (i) any Fundamental Representation; net Tax benefit actually realized (including as the result of any refund, deduction or credit) by the Indemnified Party or any of its Affiliates as a result of such Losses in the year of the applicable Loss or in the following year and (ii) any insurance or other recoveries actually received by the representation and warranties set forth in Sections 2.17, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party or its Affiliates in connection with the facts giving rise to a third partythe right of indemnification, less any costs incurred to recover such amounts and any increase in premiums resulting from such claim. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. (a) Sellers Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a10.2(a)(i), Section 10.2(b)(i), or Section 10.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party under Section 10.2(a)(i), Section 10.2(b)(i) or Section 10.3(a), as the case may be, equals or exceeds [***] Dollars ($[***]) (such Buyer Damages exceeds $250,000 (amount, the “Indemnity Basket Deductible”), and Sellers after which the Indemnifying Party shall be jointly and severally liable to indemnify Buyer Indemnitees for the full amount of all Buyer Damages arising Losses in excess of the Deductible recoverable under Section 7.2(a)this Article X; provided, less however, that the Indemnity Basket Deductible; however foregoing limitation set forth in this Section 7.5(a10.4(a) shall not apply to Buyer Damages arising from a breach of (i) any breaches of, or inaccuracies in, the Fundamental Representation; and Representations or (ii) Losses attributable to Fraud. With respect to any claim as to which the representations and warranties Indemnified Party may be entitled to indemnification under Section 10.2(a)(i), Section 10.2(a)(ii) (solely with respect to Pre-Closing Covenants), Section 10.2(b)(i), Section 10.2(b)(ii) (solely with respect to Pre-Closing Covenants) or Section 10.3(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed [***] Dollars ($[***]) (the “De Minimis Amount”); provided, however, that the foregoing limitation set forth in Sections 2.17this Section 10.4(a) shall not apply to (i) breaches of, 2.18 and 2.20or inaccuracies in, the Fundamental Representations, (ii) breaches of Sellers’ obligations pursuant to Section 6.17 or (iii) Losses attributable to Fraud. Any Loss or series of related Losses that exceeds the De Minimis Amount shall be counted toward the Deductible. No Loss or series of related Losses that does not exceed the De Minimis Amount will be counted toward the Deductible. (b) The maximum aggregate Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall be liable for any claim for indemnification obligation of Sellers under Section 10.2(a)(i), Section 10.2(a)(ii) (solely with respect to Pre-Closing Covenants), Section 10.2(b)(i), Section 10.2(b)(ii) (solely with respect to Pre-Closing Covenants) or Section 10.3(a) to the extent that the aggregate amount of all breaches of such Losses paid or payable to the representations Buyer Indemnified Parties (with respect to claims under Section 10.2(a)(i), Section 10.2(a)(ii) (solely with respect to Pre-Closing Covenants), Section 10.2(b)(i) or Section 10.2(b)(ii) (solely with respect to Pre-Closing Covenants)) or the Seller Indemnified Parties (with respect to claims under Section 10.3(a)) *** Certain information on this page has been omitted and warranties of Sellers shall be filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. exceeds an amount equal to [***] Dollars ($4,000,000[***]); provided, however, that the foregoing limitation set forth in this Section 7.5(b10.4(b) shall not apply to Buyer Damages arising from a breach of (i) any breaches of, or inaccuracies in, the Fundamental Representation; and Representations or (ii) the representation and warranties set forth in Sections 2.17, 2.18 and 2.20Losses attributable to Fraud. (c) No Indemnifying Party shall have any Notwithstanding anything to the contrary contained in this Agreement, except for Losses attributable to Fraud (i) Sellers’ maximum liability for exemplary or punitive damages suffered or incurred by an to the Buyer Indemnified Party, provided that Parties under this limitation Article X shall not be applicable with respect exceed an amount equal to exemplary the Base Purchase Price plus the amount of any Earn-Out Payments that have been earned and are payable or punitive damages payable by an that have been paid hereunder, (ii) each Seller’s maximum liability to the Buyer Indemnified Party to a third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) Parties under this Article X shall not exceed an amount equal to such Seller’s Pro Rata Percentage of the sum of the Base Purchase Price plus the amount of any Earn-Out Payments that have been earned and are payable or that have been paid hereunder pursuant to this Agreement and (iii) Buyer’s maximum liability to the Seller Indemnified Parties under this Article X shall not exceed an amount equal to the Base Purchase Price plus the amount of any Earn-Out Payments that have been earned and are payable or that have been paid hereunder pursuant to this Agreement; provided, however, that Buyer’s maximum liability to the Seller Indemnified Parties under this Article X shall be applicable equal to the Base Purchase Price plus the maximum amount of the Earn-Out Payments only in the event Buyer is obligated to indemnify Seller pursuant to Section 10.3(b) in connection with a breach or violation of a claim for fraudSection 2.8.

Limits on Indemnification. (a) Sellers Notwithstanding anything to the contrary contained in this Agreement, except with respect to claims relating to Taxes or Section 8.04(b) or as set forth in the following sentence: (a) an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a) 8.02 or 8.03, unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $250,000 2,257,153 (the “Indemnity Basket Deductible”) and then only for Losses which exceed such amount; (b) no Losses may be claimed under Section 8.02 or 8.03 by an Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in calculating the aggregate Losses set forth in clause (a) above other than Losses in excess of $100,000 resulting from any single or aggregated claims arising out of the same facts, events or circumstances; and (c) the maximum amount of indemnifiable Losses which may be recovered from an Indemnified Party arising out of or resulting from the causes set forth in Section 8.02(i) or 8.03(i), and Sellers as the case may be, shall be jointly and severally liable an amount equal to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(athe $45,143,063 (the “Cap”). Notwithstanding the preceding sentence, less the Indemnity Basket Deductible; however limitations on indemnification set forth in this Section 7.5(a8.04(a) shall not apply with respect to Buyer Damages arising from a breach of claims for indemnification by (iI) any Fundamental Representation; Purchaser Indemnified Party pursuant to Section 8.02(iv) or for any environmental matters pursuant to Section 8.02(i) and (iiII) the representations and warranties set forth in Sections 2.17, 2.18 and 2.20by any Seller Indemnified Party pursuant to Section 8.03(iv). The provisions of this Section 8.04(a) shall not apply with respect to indemnification for Taxes. (b) The Notwithstanding Section 8.04(a), a Purchaser Indemnified Party shall not be entitled to recover for any claim for indemnification relating to environmental matters pursuant to Section 8.02(i) unless and until the aggregate amount of indemnifiable Losses arising out of or resulting from environmental matters (“Environmental Losses”) which may be recovered from the Seller equals or exceeds $750,000 (the “Environmental Deductible”) and then only for Environmental Losses which exceed such amount, and the maximum aggregate indemnification obligation amount of Sellers with respect to all breaches of indemnifiable Environmental Losses which may be recovered from the representations and warranties of Sellers Seller shall be an amount equal to $4,000,000; however, 11,285,766 (the “Environmental Cap”). Any Losses included in the calculation to determine if the indemnifiable Losses which may be recovered by the Purchaser Indemnified Parties pursuant to this Section 7.5(b8.04(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) exceeds the representation and warranties set forth in Sections 2.17, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation Environmental Deductible shall not be applicable with respect included in the calculation to exemplary or punitive damages payable determine if the indemnifiable Environmental Losses which may be recovered by an the Purchaser Indemnified Party Parties pursuant to a third party. (dSection 8.04(a) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b)exceeds the Deductible, and 7.5(cany Environmental Losses which are recovered by the Purchaser Indemnified Parties pursuant to this Section 8.04(b) shall not be applicable included in determining if the event of a claim for fraudindemnifiable Losses recovered by the Purchaser Indemnified Parties pursuant to Section 8.04(a) has exceeded the Cap.

Limits on Indemnification. (a) Sellers Notwithstanding anything to the contrary contained in this Agreement, an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a11.2(a) or Section 11.3(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party under Section 11.2(a) or Section 11.3(a), as the case may be, equals or exceeds four million five hundred thousand U.S. Dollars ($4,500,000) (such Buyer Damages exceeds $250,000 (amount, the “Indemnity Basket Deductible”), and Sellers after which the Indemnifying Party shall be jointly liable for the full amount of all Losses and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less not only those in excess of the Indemnity Basket Deductible; however provided, however, that the foregoing limitations set forth in this Section 7.5(a11.4(a) shall not apply to Buyer Damages arising from a breach of (i) any breaches of, or inaccuracies in, the Fundamental Representation; and Representations or (ii) Actions based upon fraud; provided, further, that claims for indemnification pursuant to any other provision of Section 11.2 or Section 11.3 are not subject to the representations and warranties monetary limitations set forth in Sections 2.17, 2.18 and 2.20this Section 11.4. (b) The maximum aggregate Notwithstanding anything to the contrary contained in this Agreement, recovery from the Escrow Funds shall serve as the sole and exclusive source of indemnification obligation of Sellers with respect from which the Buyer Indemnified Parties may collect Losses for which they are entitled to all breaches of indemnification from the representations and warranties of Sellers shall be an amount equal to $4,000,000; Pre-Closing Holders under Section 11.2(a), provided, however, that the foregoing limitations set forth in this Section 7.5(b11.4(b) shall not apply to Buyer Damages arising from a breach of (i) any breaches of, or inaccuracies in, the Fundamental Representation; and Representations, (ii) breaches of, or inaccuracies in, the representation Semi-Fundamental Representations or (C) Actions based upon fraud. Recovery from the Escrow Funds and warranties set forth in Sections 2.17, 2.18 the right of set-off under Section 11.8 shall serve as the sole and 2.20exclusive source of indemnification from which the Buyer Indemnified Parties may collect Losses for which they are entitled to indemnification from the Pre-Closing Holders for breaches of the Semi-Fundamental Representations under Section 11.2(a). (c) No For as long as there are funds available in the Escrow Funds to cover the Buyer Indemnified Parties’ indemnifiable Losses, any and all Losses payable by the Pre-Closing Holders as Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Parties to the Buyer Indemnified Party, provided that this limitation shall not be applicable Parties with respect to exemplary Losses for which they are entitled to indemnification from the Pre-Closing Holders under Section 11.2(a) will be paid in cash first out of the Escrow Funds, and in the event such Losses exceed, or punitive damages payable are not paid and satisfied in full from, the Escrow Funds, the Buyer Indemnified Parties shall have the right to satisfy in full such Losses by an means of exercising Buyer’s rights of set-off under Section 11.8. Except for with respect to Fundamental Representations, Semi-Fundamental Representations and Actions based upon fraud, in no event shall a Pre-Closing Holder be liable for any Losses in excess of such Pre-Closing Holder’s Pro-Rata Percentage of the Escrow Funds for any Losses arising out of or resulting from Losses for which the Buyer Indemnified Party Parties are entitled to a third partyindemnification from the Pre-Closing Holders under Section 11.2(a). (d) The limitations on Except with respect to Actions based upon fraud committed by such Pre-Closing Holder or of which such Pre-Closing Holder had actual knowledge, in no event shall a Pre-Closing Holder be liable for any Losses with respect to Material Claims in excess of the portion of the Final Merger Consideration actually paid to such Pre-Closing Holder. (e) For purposes of this Agreement, “Material Claims” means Losses arising out of or relating to: (i) any breaches of or inaccuracies in any Fundamental Representations or (ii) any matter for which indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(cmay be sought under clauses (b) shall not be applicable in the event through (e) of a claim for fraudSection 11.2.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Sellers an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a8.2(a) or Section 8.3(a), as the case may be, unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $250,000 (1,306,500, in which case the “Indemnity Basket Deductible”), and Sellers Indemnifying Party shall be jointly liable for the full amount of such Losses from the first dollar thereof; and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less the Indemnity Basket Deductible; however this Section 7.5(a(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; the maximum aggregate amount of indemnifiable Losses which may be recovered by the Buyer and (ii) its Affiliates from the representations and warranties MBS Parties arising out of or relating to the causes set forth in Sections 2.17, 2.18 and 2.20. (bSection 8.2(a) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of the representations and warranties of Sellers shall be an amount equal to (x) $4,000,00017,420,000 (the “General Indemnity Cap”) plus (y) the lesser of (I) the aggregate amount of indemnifiable Losses arising out of or relating to the inaccuracy or breach of any representation or warranty set forth in Section 3.21 (Privacy and Security) and (II) $5,000,000, and (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered by the MBS Parties and their Affiliates from the Buyer arising out of or relating to the causes set forth in Section 8.3(a) shall be an amount equal to the General Indemnity Cap; provided, however, this Section 7.5(bthat (A) the foregoing clauses (a) and (b) shall not apply to Buyer Damages indemnification for (1) Unitholder Taxes or (2) Losses arising from a out of or relating to the inaccuracy or breach of (i) any Fundamental Representation; and (ii) the Representation or to any representation and warranties set forth in Sections 2.17, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable warranty in the event of a claim for fraud; and (B) except with respect to fraud, the maximum aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties pursuant to Section 8.2 or Section 8.3, as the case may be, shall be an amount equal to the Base Amount.

Limits on Indemnification. Notwithstanding anything herein to the contrary: (a) Sellers no indemnified party shall not be liable entitled to indemnify any Buyer Indemnitee for any Buyer Damages for a breach of representation indemnification under Sections 11.2(b)(i), 11.2(c) or warranty pursuant to Section 7.2(a11.2(e)(i) until unless the aggregate amount of such all Losses to the Equity Holders Indemnified Parties or the Buyer Damages Indemnified Parties, as applicable, finally determined to arise thereunder exceeds $250,000 2,500,000 (the “Indemnity "Basket Deductible”Amount"), and Sellers shall be jointly and severally liable then only to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less the Indemnity Basket Deductibleextent of the aggregate Losses which exceed that amount; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of provided that (i) for the purpose of calculating the Losses to the Buyer Indemnified Parties herein any Fundamental Representation; and (ii) materiality or Material Adverse Effect qualifications in the representations and warranties set forth in Article IV shall be disregarded, and (ii) any obligation to pay the Initial Merger Consideration or any Subsequent Merger Consideration, and indemnification for any breach of the representations set forth in Sections 2.17, 2.18 4.29 and 2.20.5.4 shall not be entitled to the benefit of the Basket Amount; (b) The maximum aggregate indemnification obligation no Party shall be indemnified for any Losses under Sections 11.2(b), 11.2(c) or 11.2(e) to the extent (i) that such Party receives or is entitled to receive any insurance proceeds or other amounts from third parties in respect of Sellers such Losses or (ii) of the Tax Benefits allowable with respect to all breaches of the representations and warranties of Sellers shall be an amount equal to $4,000,000; however, this Section 7.5(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation and warranties set forth in Sections 2.17, 2.18 and 2.20.such Losses; (c) No Indemnifying Party shall have to avoid double-counting as to any liability for exemplary or punitive damages suffered or incurred by an Indemnified Partymatter, provided that this limitation the term "Losses" shall not be applicable include any Loss suffered with respect to exemplary any Liability or punitive damages payable by an Indemnified Party obligation of the Company or any Subsidiary, to the extent that such Liability or obligation (or a third party. reserve therefor (dto the extent of such reserve)) The limitations on indemnification set forth is reflected in Sections 7.5(a)any of the Closing Statements, 7.5(b)or, and 7.5(c) shall not be applicable in the event of any dispute with respect thereto, in accordance with the final determination of such dispute, even if the events, facts or circumstances giving rise to such Loss would also constitute a claim for fraud.breach of any of the Company's representations or warranties hereunder;

Limits on Indemnification. (a) Sellers With respect to any claims arising under Section 9.1 or Section 9.2, an Indemnified Party shall not be entitled to indemnification until the aggregate Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”), whereupon the Indemnifying Party shall be liable to indemnify any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty pursuant to Section 7.2(a) until the aggregate amount of such Buyer Damages exceeds $250,000 (the “Indemnity Basket Deductible”), and Sellers shall be jointly and severally liable to indemnify Buyer Indemnitees Indemnified Party under this Article 9 for all Buyer Damages arising under Section 7.2(a)Losses incurred in excess of the Threshold; provided, less the Indemnity Basket Deductible; however this Section 7.5(a) however, that such Threshold shall not apply to Buyer Damages any claims arising from under Section 9.1(a) that are a result of a breach by Seller of (i) any Fundamental Representation; and (ii) the of its representations and warranties set forth in Sections 2.173.3, 2.18 3.4(b), 3.5 and 2.203.9, or Sections 9.1(b), (c) or (f), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance. (b) The maximum aggregate indemnification obligation liability of Sellers with respect Seller to all breaches indemnify the Buyer Indemnified Parties under this Article 9 shall be thirty percent (30%) of the representations Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and warranties of Sellers Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to $4,000,000; howeverthe Purchase Price, this as adjusted pursuant to Section 7.5(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation and warranties set forth in Sections 2.172.2, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable any claims arising under Section 9.1(a) that are a result of a breach by an Indemnified Party to a third party. (d) The limitations on indemnification set forth Seller of any representations in Sections 7.5(a)3.4(b) or 3.5, 7.5(b)any claims arising under Section 9.1(f) and any claims based on fraud, and 7.5(c) shall not be applicable in the event of a claim for fraudwillful misconduct or intentional misrepresentation.

Limits on Indemnification. (a) Sellers From and after the Closing Date, 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 in accordance with the applicable provisions of Section 9.05 on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 9.01. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for indemnification pursuant to Section 9.02(a) or (b) (other than with respect to a breach of representation Section 5.17) or warranty pursuant Section 9.03(a) or (b) (other than, in each case, with respect to Section 7.2(a) a breach of a Fundamental Representation), unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $250,000 (16,950,000, after which the “Indemnity Basket Deductible”), and Sellers Indemnifying Party shall be jointly and severally liable to indemnify Buyer Indemnitees only for all Buyer Damages arising those Losses in excess of $16,950,000; (ii) no Losses may be claimed under Section 7.2(a), less the Indemnity Basket Deductible; however this 9.02 or Section 7.5(a) shall not apply 9.03 (other than with respect to Buyer Damages arising from a breach of Section 5.17) by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $500,000 resulting from any Fundamental Representationsingle claim or aggregated claims arising out of the same facts, events or circumstances; and (iiiii) the representations and warranties maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Sections 2.17, 2.18 and 2.20. Section 9.02(a) or (b) The maximum aggregate indemnification obligation of Sellers (other than with respect to all breaches a breach of the representations and warranties of Sellers Section 5.17) or Section 9.03(a) or (b) shall be an amount equal to $4,000,000; however56,500,000 (other than, this Section 7.5(b) shall not apply in each case, with respect to Buyer Damages arising from a breach of (i) any a Fundamental Representation, in which case the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party shall be an amount equal to the Purchase Price); (iv) neither Party shall have any liability under any provision of this Agreement or any Ancillary Agreement for any diminution in value or any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity; and (iiv) no action or inaction by the Seller, its Affiliates or any of their respective Representatives shall be deemed to be a breach of any representation, warranty, covenant or agreement in this Agreement for any purpose hereunder, and none of the Purchaser, its Affiliates or their respective Representatives shall have any claim or recourse against the Seller, any of its Affiliates or any of their respective Representatives with respect to such action or inaction, under this ARTICLE IX or otherwise, if (A) the representation Seller was required or permitted to take such action or required or permitted not to take such action, in each case, pursuant to the terms of this Agreement or if the Seller was required to take or not to take such action under applicable Law, or (B) the Purchaser or any of its Affiliates directed or requested the Seller to take or not take (or cause to be taken or not taken) such action, as the case may be. For purposes of determining the amount of Losses resulting from any breach of or inaccuracy in any representations or warranties contained in this Agreement (other than any breach of the representations and warranties set forth in Sections 2.17Section 3.07, 2.18 and 2.20Section 3.08 or Section 3.09(b)), all qualifications as to “materiality”, “material”, “in all material respects”, or “Material Adverse Effect” contained therein shall not be given effect. (c) No Indemnifying For all purposes of this ARTICLE IX, “Losses” shall be net of (i) payments actually paid to the Indemnified Party shall have under any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable insurance policy with respect to exemplary such Losses, (ii) any prior or punitive damages subsequent actual recovery by the Indemnified Party from any Third Party Claim with respect to such Losses, in either case net of any fees or expenses incurred in obtaining such recovery, including any increase in premiums resulting from such claim and (iii) any Tax benefits arising in connection with the accrual, incurrence or payment of such Losses; provided that if an indemnification payment is made by the Indemnifying Party in accordance with ARTICLE VII and this ARTICLE IX and an actual reduction in cash Tax liability of the Indemnified Party or any of its Affiliates that was not previously taken into account pursuant to this Section 9.04(c) to reduce the amount of such indemnification payment is actually realized by the Indemnified Party or any of its Affiliates, then, to the extent that the actual reduction in cash Tax liability would have resulted in a reduction in the amount payable by an the Indemnifying Party pursuant to ARTICLE VII and this ARTICLE IX had the actual reduction in cash Tax been actually realized in the year the indemnity payment was made, the Indemnified Party shall pay to a third partythe Indemnifying Party an amount equal to the amount of such actual reduction in Tax within five (5) days of its realization of such reduction in Tax. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses. A reduction in Tax will be considered to be actually recognized or will otherwise constitute an actual reduction in cash Tax liability for purposes of this Section 9.04(c) at the time that the applicable Tax Return is filed on which such reduction in Tax is taken into account to actually reduce the cash Tax liability of the Indemnified Party or its Affiliate. In computing the amount of any Tax benefit actually recognized by the Indemnified Party or its Affiliate, such Person shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from such indemnification payment. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. (a) Sellers No amount shall not be liable to indemnify payable by any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty Indemnifying Person pursuant to Section 7.2(a10.1(a)(i) until of this Agreement or Section 11.1(a)(i) of the Asset Purchase Agreement, on the one hand, or Section 10.1(b)(i) of this Agreement or Section 11.1(b)(i) of the Asset Purchase Agreement, on the other hand, unless the aggregate amount of Losses indemnifiable under such Buyer Damages sections exceeds $250,000 400,000 (the “Indemnity Basket Deductible”"Threshold Amount"), and Sellers in which event the right to be indemnified shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising the full amount of such Losses in excess of the Threshold Amount; provided, however, that individual claims resulting from a breach of (iSection 4.8(b) of $5,000 or less shall not be aggregated for purposes of calculating the Threshold Amount or the Losses in excess of the Threshold Amount. Purchaser shall not be entitled to recover any Fundamental Representation; amounts under Article X from Seller if the basis for any claim for indemnity is or has been the basis for any claim under the Manufacturing and (ii) Distribution Agreements or under the representations Lease Agreement. The parties agree that the same claim shall not be permitted to be brought under both this Agreement and warranties set forth in Sections 2.17, 2.18 and 2.20any Related Document. (b) The Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum amount of aggregate indemnification obligation indemnifiable Losses which may be recovered from any Indemnifying Person pursuant to Section 10.1(a)(i) of Sellers with respect to all breaches this Agreement or Section 11.1(a)(i) of the representations and warranties Asset Purchase Agreement, on the one hand, or Section 10.1(b)(i) of Sellers this Agreement or Section 11.1(b)(i) of the Asset Purchase Agreement, on the other hand, shall be an amount equal to $4,000,000; however8,000,000 in the aggregate and a maximum of $4,000,000 under each of this Agreement and the Asset Purchase Agreement, and (ii) the maximum amount of the aggregate indemnifiable Losses which may be recovered from Seller Indemnifying Person pursuant to Section 10.1(a)(ii), Section 10.1(a)(iii), Section 10.1(a)(v), Section 10.1(a)(x) and Section 10.1(a)(xi) of this Agreement shall be an amount equal to the aggregate Purchase Price paid under this Agreement, as finally adjusted in accordance with Section 7.5(b2.3, plus the aggregate amount of the credits issued by the Company under Section 10.8.1 and 10.8.2 of the International Manufacturing Agreement. (c) shall It is understood by the parties hereto that the limitations set forth in Section 10.5(a) or Section 10.5(b) do not apply to, and will not limit in any manner, Purchaser's or Seller's right to Buyer Damages arising indemnification pursuant to any other provision of Article X of this Agreement or Article XI of the Asset Purchase Agreement. It is further understood by the parties hereto that the limitations set forth in Section 10.5(a) or Section 10.5(b) do not apply to, and will not limit in any manner, Purchaser's right to indemnification with respect to any breaches of representations and warranties which do not exceed the Closing Threshold and, therefore, do not cause a failure of the condition in Section 9.2(a). (d) In computing Losses, such amounts shall be computed net of any related recoveries the Indemnified Person has received from insurance policies, or other related payments received from third parties, and net of any Tax benefits that actually reduce cash taxes by the Indemnified Person. If an Indemnified Person is entitled to receive an insurance recovery or related payment from a third party with respect to any Loss and receives any amounts after payment by the Indemnifying Party of such Loss or actually reduces cash taxes from any such Loss, then the Indemnified Person shall reimburse the Indemnifying Party for such amount. (e) In computing Losses that result from the untruth, inaccuracy or breach of any representation or warranty contained in this Agreement that is qualified by materiality or Material Adverse Effect, the related "Losses" shall be deemed to be the entire value associated with the untruth, inaccuracy or breach once such representation or warranty has been determined to be untrue, inaccurate or breached. For illustration purposes solely, and without the euro values expressed in this paragraph being probative in any way with respect to the intent of the parties with respect to the definition of Material Adverse Effect and materiality, if (i) any Fundamental Representationa Material Adverse Effect is deemed to be valued at (euro)250,000; and (ii) a breach of a representation has resulted in "Losses" of (euro)250,001, then the representation applicable "Losses" associated with such breach shall be deemed to be (euro)250,001 (and warranties set forth in Sections 2.17, 2.18 and 2.20not (euro)1.00). (cf) No Indemnifying Party Absent fraud or unless otherwise specifically provided herein, the sole remedy for damages of a party hereto for any breach of the representations, warranties covenants and agreements contained in this Agreement shall have any liability be the remedies contained in Article X. (g) Any conversions between United States dollars and another currency shall be based on the average of the exchange rates for exemplary such conversion published in the Wall Street Journal on each of the five (5) Business Days preceding the day on which such conversion is to be calculated for purposes of carrying the terms of this Agreement. If the Wall Street Journal is not published on a Business Day in question, then the exchange rate published in the New York Times on such Business Day shall be used or, if neither is published on such Business Day, then the exchange rate quoted on such Business Day, or punitive damages suffered quoted the nearest Business Day preceding such Business Day, by Citibank, N.A. (or incurred by an Indemnified Partyits successor), provided that this limitation in New York City, New York, shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third partyused. (dh) The limitations on indemnification From and after the Closing, the Company shall not have any Liability to Seller or its Affiliates for any breaches of the representations, warranties, agreements or covenants of the Company or Seller set forth herein. From and after the Closing, neither Seller nor its Affiliates shall seek indemnification or contribution from the Company (including any of its employees or agents) for any such breaches or in Sections 7.5(a), 7.5(b), and 7.5(c) shall not respect of any other payments required to be applicable in made by Seller or its Affiliates pursuant to this Agreement or the event of a claim for fraudRelated Documents.

Limits on Indemnification. (a) Sellers Notwithstanding anything to the contrary contained in this Agreement, except with respect to claims relating to Taxes or Section 8.04(b) or as set forth in the following sentence: (a) an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a) 8.02 or 8.03, unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $250,000 2,257,153 (the “Indemnity Basket "Deductible”") and then only for Losses which exceed such amount; (b) no Losses may be claimed under Section 8.02 or 8.03 by an Indemnified Party or shall be reimbursable by an Indemnifying Party or shall be included in calculating the aggregate Losses set forth in clause (a) above other than Losses in excess of $100,000 resulting from any single or aggregated claims arising out of the same facts, events or circumstances; and (c) the maximum amount of indemnifiable Losses which may be recovered from an Indemnified Party arising out of or resulting from the causes set forth in Section 8.02(i) or 8.03(i), and Sellers as the case may be, shall be jointly and severally liable an amount equal to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(athe $45,143,063 (the "Cap"). Notwithstanding the preceding sentence, less the Indemnity Basket Deductible; however limitations on indemnification set forth in this Section 7.5(a8.04(a) shall not apply with respect to Buyer Damages arising from a breach of claims for indemnification by (iI) any Fundamental Representation; Purchaser Indemnified Party pursuant to Section 8.02(iv) or for any environmental matters pursuant to Section 8.02(i) and (iiII) the representations and warranties set forth in Sections 2.17, 2.18 and 2.20by any Seller Indemnified Party pursuant to Section 8.03(iv). The provisions of this Section 8.04(a) shall not apply with respect to indemnification for Taxes. (b) The Notwithstanding Section 8.04(a), a Purchaser Indemnified Party shall not be entitled to recover for any claim for indemnification relating to environmental matters pursuant to Section 8.02(i) unless and until the aggregate amount of indemnifiable Losses arising out of or resulting from environmental matters ("Environmental Losses") which may be recovered from the Seller equals or exceeds $750,000 (the "Environmental Deductible") and then only for Environmental Losses which exceed such amount, and the maximum aggregate indemnification obligation amount of Sellers with respect to all breaches of indemnifiable Environmental Losses which may be recovered from the representations and warranties of Sellers Seller shall be an amount equal to $4,000,000; however, 11,285,766 (the "Environmental Cap"). Any Losses included in the calculation to determine if the indemnifiable Losses which may be recovered by the Purchaser Indemnified Parties pursuant to this Section 7.5(b8.04(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) exceeds the representation and warranties set forth in Sections 2.17, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation Environmental Deductible shall not be applicable with respect included in the calculation to exemplary or punitive damages payable determine if the indemnifiable Environmental Losses which may be recovered by an the Purchaser Indemnified Party Parties pursuant to a third party. (dSection 8.04(a) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b)exceeds the Deductible, and 7.5(cany Environmental Losses which are recovered by the Purchaser Indemnified Parties pursuant to this Section 8.04(b) shall not be applicable included in determining if the event of a claim for fraudindemnifiable Losses recovered by the Purchaser Indemnified Parties pursuant to Section 8.04(a) has exceeded the Cap.

Limits on Indemnification. (a) Sellers No amount shall not be liable to indemnify payable by any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty Indemnifying Party pursuant to (i) clause (i) of SECTION 7.01 (other than arising under Section 7.2(a3.14) until of this Agreement or (ii) clause (i) of SECTION 7.02 of this Agreement, unless the aggregate amount of such Buyer Damages exceeds $250,000 (the “Indemnity Basket Deductible”), and Sellers shall be jointly and severally liable Losses subject to indemnify Buyer Indemnitees for all Buyer Damages arising indemnification under Section 7.2(a), less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of clause (i) any Fundamental Representation; and or (ii) above, as the representations and warranties set forth in Sections 2.17case may be, 2.18 and 2.20. exceed $25,000 (b) The maximum aggregate indemnification obligation of Sellers with respect at which point the Indemnified Party shall be entitled to all breaches indemnification amounts accrued up to such threshold). Notwithstanding anything to the contrary in this Agreement, the maximum amount of indemnifiable Losses which may be recovered by Purchaser from the representations and warranties Sellers arising out of Sellers or resulting from the causes enumerated in SECTION 7.01 shall be an amount equal to each such Seller's Pro Rata Share of the Purchase Price. (b) Notwithstanding anything to the contrary in this Agreement, (i) the limitation set forth in SECTION 7.04(a) of this Agreement with respect to the $4,000,000; however, this Section 7.5(b) 25,000 threshold after which the Sellers are required to indemnify Purchaser Indemnified Parties shall not apply to Buyer Damages arising from a breach Losses indemnified under clause (iv) of (i) any Fundamental Representation; SECTION 7.01 and (ii) the representation and warranties limitations set forth in Sections 2.17, 2.18 SECTION 7.04(a) of this Agreement and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party. (d) The the limitations on indemnification survival set forth in Sections 7.5(a), 7.5(b), and 7.5(c) SECTION 7.07 shall not be applicable apply in the event any Losses arise out of a claim for fraudan intentional misrepresentation or fraud by any party hereto or any Affiliate of such party.

Limits on Indemnification. (a) Sellers Notwithstanding the foregoing provisions of this Article VIII: (i) Seller shall not be liable responsible, pursuant to indemnify any Buyer Indemnitee Section 8.01(a) or (b), for any Buyer Damages for indemnifiable Losses suffered by any Purchaser Indemnitee arising out of a breach of representation any representation, warranty or warranty covenant or agreement of Seller herein unless a claim therefor is asserted in writing within the applicable time period specified in Section 8.04(b), failing which such claim shall be waived and extinguished; (ii) Seller shall not be liable, pursuant to Section 7.2(a8.01(a), for (x) until any Losses suffered by any Purchaser Indemnitee unless the aggregate of all Losses suffered by the Purchaser Indemnitees exceeds, on a cumulative basis, an amount of such Buyer Damages exceeds equal to $250,000 (the “Indemnity Basket Deductible”)5,687,500, and Sellers then only to the extent of any such excess or (y) any individual items or series of related items where the Loss relating thereto is less than $25,000 and such items shall not be jointly and severally liable to indemnify Buyer Indemnitees aggregated for all Buyer Damages arising under Section 7.2(apurposes of the immediately preceding clause (x); provided, less however, that the Indemnity Basket Deductible; however this Section 7.5(a) foregoing limitations shall not apply to Buyer Damages Losses arising or resulting from (i) any breach of the representations or warranties made in Sections 3.01, 3.02, 3.05, 3.06(a) or 3.20 or (ii) fraud on the part of Seller; (iii) the aggregate liability of Seller hereunder, pursuant to Section 8.01(a) or (b), for Losses suffered by the Purchaser Indemnitees shall in no event exceed $81,250,000; provided, however, that the foregoing limitation shall not apply to Losses arising or resulting from (i) any breach of the representations or warranties made in Sections 3.01, 3.02, 3.05, 3.06(a) or 3.20 or (ii) fraud on the part of Seller; (iv) neither party hereto shall be liable to the other for indirect, special, consequential or punitive damages claimed by such other party (other than those paid or payable to third parties) resulting from such first party’s breach of its representations, warranties or covenants hereunder; (v) in no event shall Seller be obligated to indemnify the Purchaser Indemnitees or any other person with respect to any matter to the extent that such matter was taken into account in the calculation of the adjustment to the Closing Date Payment, if any, pursuant to Section 2.03(c); and (vi) the aggregate liability of Seller pursuant to Sections 8.01(a) and (b) shall in no event exceed $325,000,000. (b) No action or claim for Losses under Section 8.01(a) or 8.02(a) arising out of or resulting from a breach of representations and warranties described therein shall be brought or made after the expiration of the 18-month anniversary of the Closing Date (the “General Survival Period”); provided, however, that the foregoing time limitations shall not apply to: (i) any Fundamental Representationof the representations and warranties contained in Sections 3.01, 3.02, 3.05, 3.06(a) or 3.20, 4.01, 4.02, 4.05 or 4.06, and claims of, or causes of action arising from, Seller’s or Purchaser’s fraud, as applicable, each of which shall survive indefinitely; and or (ii) the representations and warranties set forth contained in Sections 2.17Section 3.09, 2.18 which shall survive until the 60th day following expiration of the applicable statute of limitation (taking into account any tolling periods and 2.20other extensions) so long as such period is longer than the General Survival Period. Actions or claims for Losses under Section 8.01(b) arising out of or resulting from a breach of covenants or agreements shall terminate when the applicable covenant or agreement terminates pursuant to its terms if such a termination is so provided or, if no such termination is so provided, shall not terminate. (bc) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of Purchaser acknowledges and agrees that, (i) other than the representations and warranties of Sellers shall be an amount equal Seller specifically contained in this Agreement and in the Ancillary Agreements, none of Seller, any of its affiliates or any other person has made any representation or warranty either expressed or implied (A) with respect to $4,000,000; howeverthe Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated by this Section 7.5(bAgreement or the Ancillary Agreements or (B) shall not apply as to Buyer Damages arising from a breach the accuracy or completeness of (i) any Fundamental Representation; information regarding the Business, the Transferred Assets, the Assumed Liabilities or the transactions contemplated by this Agreement or by the Ancillary Agreements furnished or made available to Purchaser and its representatives and (ii) Purchaser shall have no claim or right to indemnification pursuant to this Article VIII and none of Seller, any of the representation Seller Affiliates or any other person shall have or be subject to any liability to Purchaser or any other person with respect to any information, documents or materials furnished by Seller, any of its affiliates or any of their respective officers, directors, employees, agents or advisors to Purchaser, including the Confidential Information Memorandum dated August 2011 prepared by Deloitte Corporate Finance LLC and any information, documents or material made available to Purchaser and its representatives in certain “data rooms” (whether electronic or otherwise), management presentations or any other form in expectation of the transactions contemplated by this Agreement or the Ancillary Agreements (it being understood that this clause (ii) does not supersede or otherwise affect the representations and warranties of Seller specifically contained in this Agreement and the Ancillary Agreements). Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that, except as expressly set forth in Sections 2.17this Agreement and the Ancillary Agreements, 2.18 Seller does not make any representations or warranties relating to the maintenance, repair, condition, design, performance or marketability of any Transferred Asset, including merchantability or fitness for a particular purpose. Purchaser acknowledges and 2.20. (c) No Indemnifying Party agrees that it shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Partyobtain rights in the Transferred Assets in their present condition and state of repair, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party“as is” and “where is”. (d) The limitations on Each of Purchaser and Seller acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy with respect to any and all claims relating to this Agreement, the Business, the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities or the transactions contemplated by this Agreement (other than (i) a claim for payment due pursuant to Section 2.03(c), (ii) claims of, or causes of action arising from, fraud, or (iii) causes of action arising from the Ancillary Agreements or Article XI hereof) shall be pursuant to the indemnification provisions set forth in Sections 7.5(a)this Article VIII. In furtherance of the foregoing, 7.5(b)(i) Purchaser hereby waives, from and 7.5(cafter the Closing, any and all rights, claims and causes of action (other than (A) shall not be applicable in the event of a claim for payment due pursuant to Section 2.03(c), (B) claims of, or causes of action arising from, fraud, or (C) causes of action arising from the Ancillary Agreements) Purchaser or any other Purchaser Indemnitee may have against Seller or any of the Seller Affiliates or any of their respective directors, officers and employees arising under or based upon any Federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation or otherwise (except pursuant to the indemnification provisions set forth in this Article VIII) and (ii) Seller hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than (A) a claim for payment due pursuant to Section 2.03(c), (B) claims of, or causes of action arising from, fraud, and (C) causes of action arising from the Ancillary Agreements or Article XI hereof) Seller or any other Seller Indemnitee may have against Purchaser or any of its affiliates or any of their respective directors, officers and employees arising under or based upon any Federal, state, provincial, local or foreign statute, law, ordinance, rule or regulation or otherwise (except pursuant to the indemnification provisions set forth in this Article VIII).

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Sellers an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a8.2(a) or Section 8.3(a), as the case may be, unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $250,000 (250,000, in which case the “Indemnity Basket Deductible”), and Sellers Indemnifying Party shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; such amounts in excess thereof and (iib) the representations and warranties maximum aggregate amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or relating to the causes set forth in Sections 2.17Section 8.2(a) or Section 8.3(a), 2.18 and 2.20. (b) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of as the representations and warranties of Sellers case may be, shall be an amount equal to $4,000,00012.5% of the Purchase Price; howeverprovided, this Section 7.5(bthat the foregoing clause (b) shall not apply to Buyer Damages Losses arising from a out of or relating to the inaccuracy or breach of any representation or warranty set forth in Section 3.5(c) or Section 3.13, in which case the maximum aggregate amount of indemnifiable Losses which may be recovered from an Indemnifying Party shall be an amount equal to 50% of the Purchase Price; provided, further, that the foregoing clauses (ia) and (b) shall not apply to Seller Taxes, Losses arising out of or relating to the inaccuracy or breach of any Fundamental Representation; and (ii) the , any representation and warranties or warranty set forth in Sections 2.17Section 3.15 relating to Taxes, 2.18 and 2.20. (c) No Indemnifying Party shall have or to any liability for exemplary representation or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable warranty in the event of a claim for fraud, willful misconduct or intentional misrepresentation.

Limits on Indemnification. (a) Sellers No amount shall not be liable to indemnify payable by any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty Indemnifying Party pursuant to Section 7.2(a9.02(a) until or (b) except to the extent that the aggregate amount of such Buyer Damages Losses indemnifiable under Section 9.02(a) or (b) exceeds $250,000 (2,500,000 and then the “Indemnity Basket Deductible”), and Sellers Indemnifying Party shall be jointly and severally liable indemnify the Indemnified Party to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a)the full extent of the aggregate amount of Losses, less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representations and warranties set forth in Sections 2.17, 2.18 and 2.20$2,500,000. (b) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of the representations and warranties of Sellers shall be an amount equal to $4,000,000; however, this limitations set forth in Section 7.5(b9.03(a) shall not apply with respect to Buyer Damages arising from a breach of any Losses suffered or incurred by the Purchaser in connection with (i) any Fundamental Representation; the representations contained in Sections 3.03 and 3.30, (ii) the representation covenant contained in Section 5.19, (iii) indemnity pursuant to Section 9.02(a)(iii), (iv) the representations, covenants and warranties set forth indemnities contained in Sections 2.17Articles VI and VII hereof (in the case of Article VII hereof, 2.18 with respect to Claims relating to federal income taxation only, but not state Tax Claims), and 2.20Seller shall fully indemnify the Purchaser for any such Losses from the first dollar of such Losses to the full extent of such Losses, subject to compliance by the Purchaser with and subject to the terms of Section 9.02. (c) No Indemnifying Party Any Loss which is indemnifiable pursuant to Article VI or VII hereof which also constitutes a breach of a representation or warranty pursuant to Article III hereof shall, for purposes of this Article IX, be deemed to be indemnifiable under Article VI or VII, as applicable, and accordingly the Purchaser, subject to compliance by the 95 102 Purchaser with and subject to the terms of Section 9.02, may demand indemnification for such Losses, and Seller shall have any liability indemnify the Purchaser for exemplary or punitive damages suffered or such Losses, as such Losses are incurred by an Indemnified Party, provided that this limitation shall and the Purchaser need not be applicable with respect wait until such Losses exceed the threshold of $2,500,000 prior to exemplary or punitive damages payable by an Indemnified Party to a third partydemanding indemnification. (d) The In the event that, notwithstanding the limitations on indemnification set forth contained in Sections 7.5(a)this Section 9.03, 7.5(b)any Indemnifying Party nevertheless becomes liable to any Indemnified Party hereunder, the Indemnifying Party shall be entitled to a credit or offset against any such liability of an amount equal to the value of any net Tax benefit actually realized, and 7.5(c) actually used to reduce otherwise payable Taxes, by the Indemnified Party. For purposes of determining the net Tax benefit of any payment by Seller, such payment shall be presumed to be a Purchase Price adjustment rather than constituting taxable income to the Seller, unless the Purchaser provides to Seller an opinion of Dewe▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ other nationally recognized tax counsel that such payment should not be applicable so treated for federal income tax purposes. Any dispute as to the proper adjustment for net Tax Benefit shall be resolved under procedures similar to those of Section 2.06(f). No Indemnified Party shall take any action or omit to take any action the primary purpose of which is to avoid the application of this subsection 9.03(d); provided, however, that each Indemnified Party shall be permitted to engage in its own tax planning, notwithstanding that the event effect of a claim for fraudsuch tax planning is to cause this subsection 9.03(d) to be inapplicable.

Limits on Indemnification. (a) Sellers From and after the Closing Date, 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 in accordance with the applicable provisions of Section 9.05 on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 9.01. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a9.02(a) or (b) (solely with respect to Section 5.01) or Section 9.03(a) unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $250,000 (350,000, after which the “Indemnity Basket Deductible”), and Sellers Indemnifying Party shall be jointly and severally liable to indemnify Buyer Indemnitees only for all Buyer Damages arising those Losses in excess of $350,000; (ii) no Losses may be claimed under Section 7.2(a), less 9.02(a) or (b) (solely with respect to Section 5.01) or Section 9.03(a) by any Indemnified Party or shall be reimbursable by or shall be included in calculating the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of aggregate Losses set forth in clause (i) above other than Losses in excess of $10,000 resulting from any Fundamental Representationsingle claim or aggregated claims arising out of the same facts, events or circumstances; and (iiiii) the representations and warranties maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Sections 2.17Section 9.02(a), 2.18 and 2.20. (b) The maximum aggregate indemnification obligation of Sellers (solely with respect to all breaches of the representations Section 5.01) and warranties of Sellers (e) or Section 9.03(a) shall be an amount equal to $4,000,00010,500,000.00; (iv) neither Party shall have any liability under this Article IX for any (x) punitive or special, or (y) any diminution in value or any consequential or indirect damages, including loss of future revenue or income, or loss of business opportunity, to the extent, in the case of this clause (y), such damages were not the reasonably foreseeable result of the event(s) giving rise to such claim for indemnification; and (v) no action or inaction by the Seller, its Affiliates or any of their respective Representatives shall be deemed to be a breach of any representation, warranty, covenant or agreement in this Agreement for any purpose hereunder, and none of the Purchaser, its Affiliates or their respective Representatives shall have any claim or recourse against the Seller, any of its Affiliates or any of their respective Representatives with respect to such action or inaction, under this Article IX or otherwise, if (A) the Seller was required or permitted to take such action or required or permitted not to take such action, in each case, pursuant to the terms of this Agreement, (B) the Purchaser or any of its Affiliates directed or requested in writing that the Seller take or not take (or cause to be taken or not taken) such action, or (C) included in the final calculation of the final Closing Indebtedness Amount pursuant to Section 2.06 or included by the Purchaser in the Initial Closing Statement (regardless of whether such amount was included in the final calculation of the final Closing Indebtedness Amount); provided, however, that none of the limitations set forth in clauses (i), (ii) and (iii) of this Section 7.5(b9.04(b) shall not apply to Buyer Damages any claim for indemnification to the extent arising from a breach of (i) any the Fundamental Representation; and (ii) Representations or the representation representations and warranties set forth contained in Sections 2.17, 2.18 and 2.20Section 3.18 (Taxes). (c) No For all purposes of this Article IX, “Losses” shall be net of (i) any insurance or other recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (ii) any net Tax benefit actually recognized by the Indemnified Party or its Affiliates in the Tax year in which such indemnification payment is made hereunder, any prior Tax year or the following two Tax years arising in connection with the incurrence or payment of such Losses; provided, that if an indemnification payment is made by the Indemnifying Party and a Tax benefit arising with respect to such periods in connection with the incurrence or payment of such Losses that was not previously taken into account pursuant to this Section 9.04(c) to reduce the amount of such indemnification payment made by the Indemnifying Party is actually realized by the Indemnified Party or any of its Affiliates, then, to the extent that recognition of such net Tax benefit would have resulted in a reduction in the amount payable by the Indemnifying Party had the Tax benefit been actually recognized prior to the time that the indemnification payment was made, the Indemnified Party shall pay to the Indemnifying Party an amount equal to the amount of such actual net reduction in Tax within ten (10) days of its recognition of such reduction in Tax. A reduction in Tax will be considered to be actually recognized or will otherwise constitute an actual reduction in cash Tax liability for purposes of this Section 9.04(c) at the time that the applicable Tax Return is filed on which such reduction in Tax is taken into account to actually reduce the cash Tax liability of the Indemnified Party or its Affiliate (as determined on a with and without basis and as the last item taken into account); provided, that if a reduction in Tax previously recognized by the Indemnified Party is subsequently reduced or disallowed, the Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect promptly pay to exemplary or punitive damages payable by an the Indemnified Party an amount equal to a third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable the increase in the event actual cash-tax liabilities of a claim for fraudthe Indemnified Party or its Affiliate, as the case may be, arising from such reduction or disallowance.

Limits on Indemnification. (a) Sellers With respect to any claims arising under Section 9.1 or Section 9.2, an Indemnified Party shall not be entitled to indemnification until the aggregate Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”), whereupon the Indemnifying Party shall be liable to indemnify any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty pursuant to Section 7.2(a) until the aggregate amount of such Buyer Damages exceeds $250,000 (the “Indemnity Basket Deductible”), and Sellers shall be jointly and severally liable to indemnify Buyer Indemnitees Indemnified Party under this Article 9 for all Buyer Damages arising under Section 7.2(a)Losses incurred in excess of the Threshold; provided, less the Indemnity Basket Deductible; however this Section 7.5(a) however, that such Threshold shall not apply to Buyer Damages any claims arising from under Section 9.1(a) that are a result of a breach by the Sellers of (i) any Fundamental Representation; and (ii) the of their representations and warranties set forth in Sections 2.173.3, 2.18 3.4(b), 3.5 and 2.203.9, or Sections 9.1(b), (c) or (e), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance. (b) The maximum aggregate indemnification obligation liability of Sellers with respect Seller 1 to all breaches indemnify the Buyer Indemnified Parties under this Article 9 shall be thirty percent (30%) of the representations Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and warranties of Sellers Seller 1’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to $4,000,000; howeverthe Purchase Price, this as adjusted pursuant to Section 7.5(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation and warranties set forth in Sections 2.172.2, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable any claims arising under Section 9.1(a) that are a result of a breach by an Indemnified Party to a third party. (d) The limitations on indemnification set forth the Sellers of any representations in Sections 7.5(a)3.4(b) or 3.5, 7.5(b)any claims arising under Section 9.1(e) and any claims based on fraud, and 7.5(c) shall not be applicable in the event of a claim for fraudwillful misconduct or intentional misrepresentation.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Sellers an Indemnifying Party (as defined below) shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation indemnification and Parent Indemnified Parties, or warranty pursuant Shareholder Indemnified Parties, as the case may be, shall not be entitled to indemnification under Section 7.2(a9.02(i) or (iii) (solely with respect to Non-Income Taxes other than any Non-Income Taxes included in the 2003 Tax Liability) or 9.03(i), unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party or the Indemnity Escrow, as applicable, equals or exceeds $250,000 (1,200,000, after which the “Indemnity Basket Deductible”), and Sellers Indemnifying Party shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a)only for, less or there may only be recovered from the Indemnity Basket Deductible; however this Section 7.5(aEscrow, as applicable, those Losses in excess of $1,200,000, (b) shall not apply to Buyer Damages arising from a breach the maximum amount of indemnifiable Losses which may be recovered (i) any Fundamental Representation; and (ii) arising out of or resulting from the representations and warranties causes set forth in Sections 2.17Section 9.02 or Section 9.03, 2.18 and 2.20. (b) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of the representations and warranties of Sellers shall be an amount equal to $4,000,000; however, this the Indemnity Escrow Amount. The provisions of Section 7.5(b9.04(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation and warranties set forth in Sections 2.17, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable indemnification of the Parent Indemnified Parties for any Income Taxes and the 2003 Tax Liability pursuant to Section 9.02(iii) hereof. The sole recourse for indemnification claims made by an the Parent Indemnified Party Parties pursuant to a third partythis Agreement shall be recovery of amounts from the Indemnity Escrow Account in accordance with the terms of this Agreement. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, (a) Sellers an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(aSections 8.02(a), 8.02(e) or 8.03(a), unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $250,000 180,000, in which case the full amount of such Losses may be recovered (including the “Indemnity Basket Deductible”first $180,000 of such Losses); provided that, and Sellers shall be jointly and severally liable in the case of the breach of any representation or warranty contained in Section 3.14(c) (Taxes) insofar as it relates to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a)R▇▇▇▇▇ ▇. ▇▇▇▇, less the Indemnity Basket Deductible; however this Section 7.5(a8.04(a) shall not apply to Buyer Damages arising apply, and (b) the maximum amount of indemnifiable Losses which may be recovered from a breach of (i) any Fundamental Representation; and (ii) the representations and warranties Shareholders arising out of or resulting from the causes set forth in Sections 2.178.02(a) or 8.02(e) or (ii) Parent arising out of or resulting from the causes set forth in Section 8.03(a), 2.18 and 2.20. (b) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of as the representations and warranties of Sellers case may be, shall be an amount equal to $4,000,00015% of the Merger Consideration; howeverprovided that, this Section 7.5(bin the case of (A) shall not apply to Buyer Damages arising from a the breach of any representation or warranty contained in Section 3.03 (iCapitalization), Section 3.14 (Taxes) and Section 3.15 (Environmental Matters), such maximum amount of indemnifiable Losses which may be recovered from any Fundamental Representation; and Shareholder shall be an amount equal to 100% of such Shareholder’s respective portion of the Merger Consideration or (iiB) the breach of any representation and warranties set forth or warranty contained in Sections 2.17Section 4.03, 2.18 and 2.20such maximum amount of indemnifiable Losses which may be required from Parent shall be an amount equal to the value of the Merger Consideration. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. Notwithstanding any provision of this ARTICLE 10 to the contrary: (a) Sellers No Indemnifying Party shall not be liable required to indemnify any Buyer Indemnitee for any Buyer Damages for a breach of representation Indemnified Party under Section 10.2(a) or warranty pursuant to Section 7.2(a10.3(a) until unless the aggregate amount of all permitted claims with respect to such Buyer Damages Indemnified Party under this ARTICLE 10 exceeds sixty five thousand dollars ($250,000 65,000) (the “Indemnity Basket DeductibleBasket”), and Sellers in which event such Indemnifying Party shall be jointly responsible for all Losses thereafter. The aggregate liability of Seller and severally liable Purchaser under Section 10.2(a) and Section 10.3(a), respectively, shall be limited to one million dollars ($1,000,000) (the “Cap”). Notwithstanding the above, the Basket and Cap shall not apply to claims for indemnification made by an Indemnified Party related to (i) the Fundamental Representations; (ii) any fraud by or intentional misrepresentation of the Indemnifying Party in connection with the transactions evidenced by this Agreement; or (iii) any breach of or failure to perform any covenant or agreement of the Indemnifying Party in this Agreement (the “Carve-Out Items”). (b) No party hereto shall have any obligation to indemnify Buyer Indemnitees any other party with respect to any Losses that would otherwise be indemnifiable under this ARTICLE 10 if the party seeking indemnification fails to assert a good faith claim for all Buyer Damages arising indemnification with respect to such Losses under Section 7.2(a)this ARTICLE 10 by providing written notice to the potential Indemnifying Party of such claim prior to the first (1st) anniversary of the Closing Date. Notwithstanding the above, less the Indemnity Basket Deductible; however provisions of this Section 7.5(a10.5(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) claims for indemnification made by the representations and warranties set forth in Sections 2.17, 2.18 and 2.20. (b) The maximum aggregate indemnification obligation of Sellers with respect Purchaser related to all breaches of the representations and warranties of Sellers shall be an amount equal to $4,000,000; however, this Section 7.5(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation and warranties set forth in Sections 2.17, 2.18 and 2.20Carve-Out Items. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified PartyExcept, provided that this limitation shall not be applicable with respect in the case of the Purchaser, to exemplary or punitive damages payable by an Indemnified Party to a third party. (d) The limitations on indemnification the extent set forth on Schedule 4.6, no party seeking indemnification will be entitled to indemnification in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in respect of any fact or matter constituting a breach of any representation or warranty to the event extent that such party had Knowledge of a claim for fraudsuch fact or matter on or prior to the Closing Date.

Limits on Indemnification. (a) Sellers No party shall not have any right to seek indemnification under this Agreement with respect to Losses contemplated by Section 7.1 or Section 7.2 that would otherwise be liable indemnifiable hereunder (including Losses incurred by all other Indemnitees affiliated with or related to indemnify any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty pursuant to Section 7.2(asuch party) until such Losses exceed $3,350,000 in the aggregate amount of such Buyer Damages exceeds $250,000 (the “Indemnity Basket DeductibleThreshold”); provided, however, that any Loss (or series of related Losses) contemplated by Section 7.1 or Section 7.2 must equal or exceed $50,000 to count towards the Threshold and Sellers to be indemnifiable pursuant to such sections, it being understood by the parties that once the Threshold has been exceeded then the Indemnitor shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(aLosses in excess of $500,000 (other than any Loss or series of related Losses that is less than $50,000); provided, less further, that the Indemnity Basket Deductible; however provisions of this Section 7.5(a7.4(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) breach by Seller of the representations and warranties set forth contained in Sections 2.17Section 2.1, 2.18 Section 2.2, Section 2.3, Section 2.5 and 2.20Section 2.8(a), (ii) any breach by Buyer of the representations and warranties contained in Section 3.1, Section 3.2, Section 3.3 and Section 3.4(b), (iii) the failure by any party to this Agreement to perform any unwaived covenant or agreement in this Agreement on its part to be performed or (iv) indemnification with respect to any and all Losses as contemplated by Section 7.1(c), Section 7.2(c) or Section 7.2(d). (b) The maximum Notwithstanding any provision of this Agreement, the aggregate liability of Seller under this ARTICLE 7 shall be limited to an amount equal to $35,000,000; provided, however, that the limitation set forth in this Section 7.4(b) shall not apply to (i) any breach by Seller of the representations, warranties and covenants contained in Section 2.1, Section 2.2, Section 2.3, Section 2.5 and Section 2.8(a), (ii) the failure by Seller to perform any unwaived covenant or agreement in this Agreement on its part to be performed or (iii) indemnification obligation of Sellers with respect to any and all breaches Losses as contemplated by Section 7.1(c). Furthermore, subject to the preceding provisions of this Section 7.4(b), Seller’s indemnification obligations hereunder shall be satisfied solely out of the Stock Consideration and the cash and cash equivalents described in Section 9.10. (c) Notwithstanding any provision of this Agreement, the liability of Buyer under this ARTICLE 7 shall be limited to an amount equal to $35,000,000; provided, however, that the limitation set forth in this Section 7.4(c) shall not apply to (i) any breach by Buyer of the representations and warranties of Sellers shall be an amount equal to $4,000,000; howevercontained in Section 3.1, this Section 7.5(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; 3.2, Section 3.3 and Section 3.4(b), (ii) the representation and warranties set forth failure by Buyer to perform any unwaived covenant or agreement in Sections 2.17, 2.18 and 2.20. this Agreement on its part to be performed or (ciii) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable indemnification with respect to exemplary any and all Losses as contemplated by Section 7.2(c) or punitive damages payable by an Indemnified Party to a third partySection 7.2(d). (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. (a) Sellers Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a9.02(a) or Section 9.03(a) unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party exceeds an amount equal to Three Million Dollars ($250,000 (the “Indemnity Basket Deductible”3,000,000), and Sellers after which the Indemnifying Party shall be jointly liable only for those Losses in excess of such amount; (ii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 9.02(a) or Section 9.03(a) shall be an amount equal to ten percent (10%) of the Purchase Price; provided, however, that the limitations set forth in clauses (i) and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less the Indemnity Basket Deductible; however (ii) of this Section 7.5(a9.04(a) shall not apply to Buyer Damages claims arising from a breach out of (i) any Fundamental Representation; and (ii) the representations and warranties set forth in Sections 2.17, 2.18 and 2.20. (b) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of the representations and warranties contained in Sections 3.01, 3.03 or 4.01; (iii) neither party hereto shall have any liability under any provision of Sellers this 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. (b) For all purposes of Article VII and this Article IX, “Losses” shall be an amount equal to $4,000,000; however, this Section 7.5(b) shall not apply to Buyer Damages arising from a breach net of (i) any Fundamental Representation; insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (ii) any Tax benefit available to the representation and warranties set forth Indemnified Party or its Affiliates arising in Sections 2.17connection with the accrual, 2.18 and 2.20. incurrence or payment of any such Losses (c) No including the net present value of any Tax benefit arising in subsequent taxable years, calculated using a discount rate equal to the rate identified by The Wall Street Journal on the date of indemnification payment as the United States prime rate). The Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by may require an Indemnified Party to a assign its rights to seek recovery from any third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. The amount of any payment by the Indemnifying Party under this Article VII shall be subject to the following limitations: (a) Sellers the Indemnifying Party shall not be liable obligated to indemnify make any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty payments pursuant to Section 7.2(a) this Article VII until the aggregate amount of such Buyer Damages Losses for which the Indemnifying Party would (but for this Section 7.4(a)) be liable thereunder exceeds $250,000 2,000,000.00 (the “Indemnity Basket DeductibleBasket”), and Sellers shall be jointly and severally liable then only for amounts in excess of the Basket; provided, however, that Losses based upon, arising out of or otherwise relating to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a any breach of (i) any Fundamental Representation; and (ii) the representations and warranties set forth in Sections 2.17, 2.18 and 2.20. (b) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of the representations and warranties of Sellers shall be an amount equal the Company in the second sentence of Section 3.1, Section 3.2(a) or (b), Section 3.3 (but only to $4,000,000; howeverthe extent the breach arises from the failure to obtain the approval, this consent, compliance, exemption, authorization or other action by, or notices to, or filing with any Governmental Authority or quasi-governmental authority), Section 7.5(b3.4, Section 3.7 and Section 3.26 (the “Basket Exclusions”) shall not apply be subject to Buyer Damages arising from a breach of the Basket; and (i) any Fundamental Representation; and (iib) the representation total amount for which the Indemnifying Party shall be liable to indemnify and warranties set forth in Sections 2.17hold harmless the Indemnified Parties pursuant to this Article VII shall not exceed $67,500,000 (other than Losses based upon, 2.18 and 2.20arising out of or otherwise relating to the Basket Exclusions for which the total amount for which the Indemnifying Party shall be liable, when combined with its liability otherwise pursuant to this Section 7.4(b), shall not exceed $135,000,000.00). (c) No Indemnifying Party shall have Unless otherwise required by applicable Law, the parties hereto agree to treat any liability payment made pursuant to this Article VII as an adjustment to the consideration paid by the Purchasers pursuant to this Agreement for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third partyall tax purposes. (d) The limitations on In no event shall an Indemnifying Party be liable for speculative, unforeseeable, punitive, exemplary or consequential damages or lost profits; provided, however, that nothing in this Section 7.4(d) shall affect any Purchaser’s right to be indemnified by an Indemnifying Party pursuant to this Article VII for the diminution in value of such Purchaser’s Purchased Shares. Notwithstanding any provision contained herein to the contrary, no Indemnified Party shall be entitled to indemnification set forth in Sections 7.5(aor contribution hereunder with respect to a breach by the Indemnifying Party of any representations or warranties of which such Indemnified Party had actual knowledge of such breach at or prior to the Closing. For the purposes of this Section 7.4(d), 7.5(b)knowledge of an Indemnified Party shall mean the actual knowledge of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, and 7.5(c) shall not be applicable in the event of a claim for fraud▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Sellers an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a) Sections 7.02 or 7.03, unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $250,000 (500,000, after which the “Indemnity Basket Deductible”), and Sellers Indemnifying Party shall be jointly and severally liable to indemnify Buyer Indemnitees only for all Buyer Damages arising under Section 7.2(a), less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach those Losses in excess of (i) any Fundamental Representation$500,000; and (iib) the representations and warranties maximum amount of indemnifiable Losses which may be recovered from an Indemnified Party arising out of or resulting from the causes set forth in Sections 2.17Section 7.02(a) or 7.03(a), 2.18 and 2.20. (b) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of as the representations and warranties of Sellers case may be, shall be an amount equal to $4,000,000the Purchase Price; howeverprovided, this Section 7.5(bthat the limitations in (a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation Purchaser Amounts, Conditional Amounts or representations and warranties set forth made pursuant to Section 3.19 and the limitations in Sections 2.17, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(cb) shall not apply to representations and warranties made pursuant to Section 3.19; provided further that the maximum amount of indemnifiable Losses which the Purchaser may recover from the Seller solely under Section 7.02(e) shall be applicable $15,000,000. Notwithstanding anything to the contrary contained in this agreement, the event foregoing limitations shall not apply in respect of a any claim for fraudindemnification arising out of or resulting from fraud or intentional misrepresentation on the part of the Indemnifying Party.

Limits on Indemnification. (a) Sellers Notwithstanding anything to the contrary contained in this Agreement: (a) an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a9.2(a) or Section 9.4(a), as the case may be, unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party under this Article IX equals or exceeds $250,000 (the “Indemnity Basket Deductible”)50,000, and Sellers shall be jointly and severally liable to indemnify Buyer Indemnitees then only for all Buyer Damages arising under Section 7.2(a)the amount by which such Losses exceed $50,000, less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representations and warranties set forth in Sections 2.17, 2.18 and 2.20. (b) The the maximum aggregate indemnification obligation amount of Sellers with respect indemnifiable Losses which may be recovered from an Indemnifying Party pursuant to all breaches of Section 9.2(a) or Section 9.4(a), as the representations and warranties of Sellers case may be, shall be an amount equal to $4,000,00015% of the Purchase Price as finally determined and (c) the Sellers shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was taken into account in calculating the Net Adjustment Amount; howeverprovided, this Section 7.5(bthat the foregoing clauses (a) and (b) shall not apply to Buyer Damages Losses arising from a out of or relating to the inaccuracy or breach of (i) any Fundamental Representation; and Representation or of Section 3.10 (iiEmployee Benefit Plans), Section 3.17 (Taxes), or Section 3.18 (Environmental Matters), or to any claim relating to fraud, willful misconduct or intentional misrepresentation. (b) For all purposes of this Article IX, any inaccuracy in or breach of any representation or warranty, as well as the amount of any Losses with respect thereto, shall be determined without regard to any materiality, Material Adverse Effect, or other similar qualification contained in or otherwise applicable to such representation and warranties set forth in Sections 2.17, 2.18 and 2.20or warranty. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified PartyFor the sake of clarity, provided that this limitation shall not be applicable with respect Buyer may only receive indemnification collectively from the Sellers up to exemplary or punitive damages payable by an Indemnified Party to a third partythe amount of the Losses, even if the Sellers are providing joint and several indemnification. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. Notwithstanding anything contained in this Section 8.01 to the contrary, and except in the case of fraud: (ai) Sellers the Purchaser Indemnified Parties shall not be liable entitled to indemnify any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty indemnification pursuant to Section 7.2(a8.01(b)(i), (x) with respect to any individual occurrence, event or circumstance, unless and until the aggregate of all Losses subject to indemnification resulting from such individual occurrence, event or circumstance exceeds $50,000 (the "Mini-Basket") (it being agreed, however, that the dollar value of Losses resulting from "individual" occurrences, events or circumstances that relate to or result from the same cause or circumstance will be aggregated for purposes of this clause (x)), and (y) unless and until the aggregate dollar amount of such Buyer Damages all Losses that would otherwise be indemnifiable pursuant to Section 8.01(b)(i) exceeds $250,000 (the “"Threshold Amount"), in which case the Purchaser Indemnified Parties shall be entitled indemnification from the first dollar of Losses; provided, however, that the foregoing limitations shall not apply in the case of (A) a claim for any breach of any Company Fundamental Representation or (B) for the avoidance of doubt, a claim pursuant to Section 8.01(b)(ii) through Section 8.01(b)(vii); (ii) the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.01(b)(i) through Section 8.01(b)(vi) in excess of the then remaining General Indemnity Basket Deductible”Holdback Amount (the "Cap"). The General Indemnity Holdback Amount shall be the sole and exclusive remedy of the Purchaser Indemnified Parties for any indemnifiable Losses pursuant to Section 8.01(b)(i) through Section 8.01(b)(vi), and once the General Indemnity Holdback Amount is depleted or returned, the Purchaser Indemnified Parties shall have no further rights to indemnification pursuant to Section 8.01(b)(i) through Section 8.01(b)(vi); (iii) the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.01(b)(vii) against the Sellers in excess of the amount then remaining in the Special Indemnity Holdback Amount (the "Special Indemnity Cap"). The Special Indemnity Holdback Amount shall be jointly the sole and severally liable exclusive source of recovery of the Purchaser Indemnified Parties against the Sellers for any indemnifiable Losses pursuant to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a8.01(b)(vii), less and once the Special Indemnity Basket Deductible; however this Holdback Amount is depleted or returned, the Purchaser Indemnified Parties shall have no further rights to indemnification pursuant to Section 7.5(a8.01(b)(vii) against the Sellers; (iv) the Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.01(c) in excess of the amount of $10,000,000; (v) the foregoing limitations (and any other limitations set forth herein) shall not apply in the case of any representations, warranties or covenants made directly by any Seller in any agreement, document or certificate delivered pursuant hereto, including any Letter of Transmittal, Support Agreement or Management Restrictive Covenant Agreement; provided that, notwithstanding anything herein to Buyer Damages arising from the contrary, each Seller shall only be liable for his, her or its individual breaches of any such directly made representations, warranties or covenants and shall not be liable for breaches of any other Seller's representations, warranties or covenants set forth in any Letter of Transmittal, Support Agreement or Management Restrictive Covenant Agreement; (vi) in no event shall a breach Seller be liable hereunder for an amount that exceeds the total consideration received by such Seller pursuant to this Agreement; (vii) for purposes of (iSection 8.01(b), Section 8.01(c) any Fundamental Representation; and (ii) the this Section 8.01(d), breaches of representations and warranties in Article III and Article IV, as applicable, and the calculation of any Losses relating thereto will be determined without giving effect to any Materiality Exception, except that such qualification shall not be readout of any defined term that incorporates materiality (e.g. "Material Contract"); (viii) notwithstanding anything in this Agreement to the contrary, none of the limitations set forth in Sections 2.17this Section 8.01 shall modify, 2.18 and 2.20. (b) The maximum aggregate indemnification obligation of Sellers affect, waive any rights with respect to all breaches or otherwise impact the rights, entitlements, privileges or recovery of any of the representations and warranties Purchaser Indemnified Parties under the Special Indemnity Insurance Policy (if any), including the ability of Sellers shall be an amount equal the Purchaser Indemnified Parties to $4,000,000; however, this Section 7.5(b) shall not apply to Buyer Damages arising from a breach seek recovery against the Special Indemnity Insurance Policy in excess of (i) any Fundamental Representation; and (ii) the representation and warranties limitations set forth in Sections 2.17, 2.18 and 2.20herein. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Sellers an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a6.2(a) or Section 6.3(a), as the case may be, unless and until (A) the indemnifiable Losses which may be recovered from the Indemnifying Party with respect to a single claim (treating all related claims as a single claim) equals or exceeds $50,000 (any claim that does not equal or exceed $50,000, a “De Minimis Claim”), in which case the Indemnifying Party shall, subject to the other limitation contained herein, be liable for the full amount of such Losses from the first dollar thereof and (B) the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party pursuant to Section 6.2(a) or Section 6.3(a), as the case may be, equals or exceeds $250,000 2,500,000 (the “Indemnity Basket DeductibleBasket”), and Sellers shall in which case the Indemnifying Party shall, subject to the other limitation contained herein, be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a)the full amount of such Losses in excess of the Basket; provided, less the Indemnity Basket Deductible; however this Section 7.5(a) however, any De Minimis Claim shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) be credited toward satisfying the representations and warranties set forth in Sections 2.17, 2.18 and 2.20.Basket; (b) The the maximum aggregate indemnification obligation amount of Sellers with respect indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or relating to all breaches of the representations and warranties of Sellers causes set forth in Section 6.2(a) or Section 6.3(a), as the case may be, shall be an amount equal to $4,000,0002,500,000 (the “General Cap”); howeverprovided, this Section 7.5(b) that the Basket and the General Cap shall not apply to Buyer Damages Losses arising out of, or relating to the breach of, any Fundamental Representation, any representation or warranty contained in Section 3.15, or to any breach of a representation or warranty in the event of Fraud with respect to such representation or warranty; (c) the maximum aggregate amount of indemnifiable Losses that may be recovered from an Indemnifying Party, together with any amounts paid directly by the Seller Indemnifying Parties under Section 2.14(f), shall be the Merger Consideration (the “Indemnification Cap”); provided, that in the case of any Seller Indemnifying Party the maximum aggregate amount of indemnifiable Losses that may be recovered from such Seller Indemnifying Party, together with any amounts paid directly by the Seller Indemnifying Parties under Section 2.14(f), will be the portion of the Merger Consideration actually received by such Seller Indemnifying Party; provided, however, that the Indemnification Cap shall not apply to Losses arising out of, or related to, Fraud actually committed by such Seller Indemnifying Party; provided, further, that for purposes of this Section 6.5(c) the value actually received by a breach Seller Indemnifying Party in respect of (i) any Fundamental Representation; share of Parent Common Stock issued as the Merger Consideration shall be the Parent Closing Share Value for each such share and (ii) any Converted Vested Option shall be the representation and warranties set forth in Sections 2.17, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability Parent Closing Share Value minus the applicable exercise price for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party.such Converted Vested Option after such conversion; (d) The limitations on the Seller Indemnifying Parties shall not be obligated to indemnify Parent, the Acquiror or any other Person with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was specifically taken into account in calculating the Net Adjustment Amount; (e) any Losses for which any Indemnified Party would otherwise be entitled to indemnification set forth under this Article VI shall be reduced by the amount of insurance proceeds actually received by the Indemnified Party from third parties in Sections 7.5(a)respect of the applicable Losses incurred by such Indemnified Party, 7.5(bnet of the out-of-pocket costs and expenses reasonably incurred in pursuing or obtaining such insurance proceeds (excluding any premiums paid in connection with the R&W Insurance Policy), and 7.5(cnet of any deductibles attributable to such claim or increases in premiums; and (f) shall not be applicable in except with respect to claims of Fraud, Parent and the event Acquiror acknowledge and agree that to the extent a claim arises out of facts and circumstances that would give rise to a claim for fraudindemnification under Section 6.2(a), or could also be characterized as a claim arising under Section 6.2(a), Parent and the Acquiror shall (i) first, seek to recover Losses from the Indemnity Escrow Fund, to the extent of the amount then held in the Indemnity Escrow Fund, (ii) second, if the Retention on the R&W Insurance Policy has been satisfied, seek to recover Losses from the R&W Insurance Policy, to the extent that recovery therefrom is available, and (iii) third, to the extent not recovered under the R&W Insurance Policy, seek to recover any Losses directly from the Seller Indemnifying Parties.

Limits on Indemnification. (a) Sellers Notwithstanding anything to the contrary contained in this Agreement: (i) (A) an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a) or Section 7.3(a), as applicable, unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party pursuant to Section 7.2(a) or Section 7.3(a), as applicable, equals or exceeds $250,000 1,012,500, in which case an Indemnifying Party shall be liable for all Losses from the first dollar thereof, and (B) the “Indemnity Basket Deductible”maximum aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Parties arising out of or relating to the matters set forth Section 7.2(a) or Section 7.3(a), and Sellers as applicable, shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less the Indemnity Basket DeductibleEscrow Amount; however this Section 7.5(a) provided that the foregoing limitations shall not apply to Buyer Damages arising from a the breach of any Fundamental Representation, any representation or warranty set forth in Section 3.15 (relating to taxes) or in respect of any claim for Fraud in this Agreement; (ii) the Parent, Merger Sub and the Surviving Corporation each agrees that its sole source of recovery with respect to claims for indemnification pursuant to Section 7.2(a) (other than with respect to the breach of any Fundamental Representation, any representation or warranty set forth in Section 3.15 (relating to taxes) or in respect of any claim for Fraud in this Agreement) shall be the amounts then remaining in the Indemnity Escrow Fund; (iii) the maximum aggregate amount of indemnifiable Losses which may be recovered from any Participating Securityholder under this Agreement shall be the portion of the Merger Consideration actually paid to such Person; and (iv) without limiting the rights set forth in Section 9.12, the indemnification provisions, procedures and limitations of this Agreement shall be the exclusive rights, remedies and procedures relating thereto available to any party with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement or any Ancillary Agreement, including any claim for Fraud in this Agreement. (b) For purposes of calculating or determining the amount of indemnifiable Losses: (i) there shall be deducted from any Fundamental RepresentationLosses an amount equal to the amount of any proceeds actually received by any Indemnified Party from any third-party insurer or from any indemnity, contribution or other similar payment, in each case, in connection with the specific Losses (net of any deductibles, expenses, costs or increased premiums as a result of paying such insurance claims); and (ii) no Indemnified Party shall be entitled to double recovery for any adjustments to consideration provided for hereunder or for any indemnifiable Losses even though such Losses, or any other adjustment, may have resulted from the representations and warranties set forth in Sections 2.17, 2.18 and 2.20. (b) The maximum aggregate indemnification obligation breach of Sellers with respect to all breaches more than one of the representations representations, warranties and warranties of Sellers shall be an amount equal to $4,000,000; howevercovenants, or any other indemnity, in this Section 7.5(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation and warranties set forth in Sections 2.17, 2.18 and 2.20Agreement. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. (a) Sellers Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a) 9.02(a), Section 9.02(f), Section 9.02(g), Section 9.02(h), or Section 9.03(a), as applicable, unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party exceeds an amount equal to $250,000 500,000 (the “Indemnity Basket DeductibleAmount”), and Sellers after which the Indemnifying Party shall be jointly liable only for indemnifiable Losses in excess of the Basket Amount, (ii) 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), Section 9.02(f) or Section 9.03(a) shall be an amount equal to $25,000,000, and severally (iii) Seller shall not be required to indemnify any Person under this Agreement or be liable to indemnify Buyer Indemnitees any Person under this Agreement under any theory of recovery whatsoever for all Buyer Damages arising under Section 7.2(a)Losses in the aggregate exceeding the cash Purchase Price; provided, less however, that the Indemnity Basket Deductible; however limitations set forth in clauses (i) and (ii) of this Section 7.5(a9.04(a) shall not apply to Buyer Damages (A) claims arising from a breach out of breaches of the Fundamental Representations, (B) claims pursuant to Section 9.02(c), (C) claims pursuant to Sections 9.02(d) and 9.02(e), or (D) in the case of fraud by the other party in connection with entering into this Agreement or consummating the transactions contemplated hereby, and the limitations set forth in clause (ii) shall not apply to claims pursuant to Section 9.02(g) and 9.02(h); provided, further, that the limitations set forth in clause (iii) of this Section 9.04(a) shall not apply to claims pursuant to Section 9.02(c) in respect of clause (b) (to the extent such Excluded Taxes are Taxes of Seller or any its Affiliates (other than the Companies) or any of their respective predecessors, successors or former Affiliates) and (c) of the definition of Excluded Taxes. (b) Notwithstanding anything in this Agreement to the contrary, no Indemnifying Party shall have any Liability (including under this Article IX) for, and Losses shall be deemed to exclude, (i) any Fundamental Representation; punitive damages, and (ii) any consequential or special damages, loss of profits, diminution in value, or damages based on any multiplier of the earnings, income or cash flow or any other premium or valuation methodology, except, (A) in the case of clause (ii), to the extent such damages or Losses are found to be (x) not based on any special circumstances of the party entitled to indemnification, and (y) are the natural, probable and reasonably foreseeable result of the event that gave rise thereto or the matter for which indemnification is sought hereunder, regardless of the form of Action through which such damages are sought, or (B) in the case of clauses (i) and (ii), to the extent such Losses or damages are awarded and paid with respect to a Third Party Claim as to which a party is entitled to seek indemnification under this Agreement. Notwithstanding anything to the contrary and for the avoidance of doubt, any Taxes arising or resulting from an invalid or ineffective (for federal income Tax purposes and to the extent applicable for state or local income Tax purposes) Section 338 Election solely to the extent such Taxes are caused by, and would not have been incurred but for, a breach of any representation in Section 7.01 or a breach of any covenant of the Seller or the Companies (other than covenants to be performed by the Companies after the Closing unless performed at the direction and control of the Seller, if and to the extent so exercised by the Seller) contained in this Agreement or any other document contemplated hereby shall be deemed direct damages and not consequential, special, or punitive damages for purposes of indemnification pursuant to Section 9.02(d). (c) Notwithstanding anything in this Agreement to the contrary, the representations and warranties of Seller, Parent and Purchaser contained in this Agreement shall not be affected or deemed waived by reason of any investigation made (or not made) by or on behalf of Purchaser or Seller, as applicable, including, but not limited to, any investigations made (or not made) by any of Purchaser’s or Seller’s, as applicable, respective Representatives, or by reason of the fact that Purchaser or Seller, as applicable, or any of its Representatives knew or should have known that any such representation and warranty is or might be inaccurate or untrue. Seller and Purchaser hereby acknowledge that, regardless of any investigation made (or not made) by or on behalf of Purchaser or Seller, as applicable, and regardless of the results of any such investigation, Purchaser and Seller have entered into this Agreement in express reliance upon the representations and warranties of the other and the Company made herein. Seller and Purchaser further acknowledge that, in connection with this Agreement, each has furnished to the other good and sufficient consideration in exchange for the representations and warranties made herein. (d) Except with respect to the representations and warranties set forth in Sections 2.17Section 3.04 (No Conflict), 2.18 Section 3.07 (Financial Information), Section 3.08 (Absence of Certain Changes), Section 3.13(a) (Employee Benefits Matters), Section 3.15(a)(iii) and 2.20. (bix) The maximum aggregate indemnification obligation of Sellers with respect to all breaches (Material Contracts), Section 3.21 (Assets of the representations Business), Section 3.22 (Related Party Transactions) Section 4.11 (SEC Filings; Financial Statements) and warranties Section 4.13 (Absence of Sellers shall be an amount equal to $4,000,000; howeverCertain Changes), this Section 7.5(b) shall not apply to Buyer Damages arising from a breach for purposes of (i) determining whether there has been a breach of any Fundamental Representation; representation or warranty, and (ii) calculating Losses hereunder, any “materiality” or “Material Adverse Effect” or “Purchaser MAE” qualifier in any representation or warranty made by Seller, Purchaser or Parent, as applicable, shall be disregarded. Notwithstanding anything to the representation and warranties set forth contrary contained in Sections 2.17this Agreement, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation Seller shall not be applicable with respect liable for any claim for indemnification for any Loss or Tax to exemplary the extent such Loss or punitive damages payable by an Indemnified Party to a third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable Tax is included in the event of a claim for fraudClosing Net Working Capital Amount or the Final Retained Liabilities Amount or otherwise deducted from the Purchase Price pursuant to Section 2.02.

Limits on Indemnification. (a) Sellers An Indemnifying Party shall not be directly liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a) 8.2 or Section 8.3, as the case may be, unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $250,000 (the “Indemnity Basket Deductible”), and Sellers in which case the Indemnifying Party shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less such Losses in excess of the Indemnity Basket Deductible; however this Section 7.5(a) provided, however, that the foregoing shall not apply to Buyer Damages arising from a breach Losses related to any of (i) any Fundamental Representation; and (ii) the representations and warranties set forth in Sections 2.173.1, 2.18 3.4, 3.5, 3.19, 3.29, 4.1 and 2.204.4 (collectively, the “Core Representations”) or the matters set forth in Sections 8.2(ii), 8.2(iii), 8.2(iv) and 8.2(v). (b) The maximum aggregate indemnification obligation amount of Sellers with respect indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or relating to all breaches of the representations and warranties of Sellers causes set forth in Section 8.2 or Section 8.3, as the case may be, shall be an amount equal to $4,000,000the Cap Amount; provided, however, this Section 7.5(b) that the foregoing shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation and warranties Core Representations or the matters set forth in Sections 2.178.2(ii), 2.18 8.2(iii), 8.2(iv) and 2.208.2(v). (c) No The maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party shall have any liability for exemplary arising out of or punitive damages suffered relating to the causes set forth in set forth in Section 8.2 or incurred by an Indemnified Party, provided that this limitation shall not be applicable Section 8.3 with respect to exemplary or punitive damages any particular claim asserted hereunder shall be reduced by the amount of any net cash proceeds actually received by the applicable Indemnified Parties as proceeds of insurance policies payable by an Indemnified Party with respect to a third partysuch Losses. Such proceeds shall be computed to be net of all costs related thereto, including without limitation the present value of any premium adjustments and reasonable attorneys’ fees and expenses incurred in connection therewith. (d) The limitations on indemnification set forth provided in Sections 7.5(athis Article VIII and in Article VI shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the representations, warranties, covenants and agreements contained herein. The Purchaser expressly waives, releases and agrees not to make any claim against the Sellers, except for indemnification claims made pursuant to this Article VIII or Article VI, for the recovery of any costs or damages, whether directly or by way of contribution, or for any other relief whatsoever, under any applicable Laws, whether now existing or applicable or hereinafter enacted or applicable (including claims for breach of contract, failure of disclosure, tortious wrong or violation of securities laws), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. The amount of any payment by the Indemnifying Party under this Article IX shall be subject to the following limitations; provided, however, that Losses arising out of an Indemnifying Party’s willful breach of this Agreement or its willful misconduct or bad faith shall not be subject to the following limitations: (a) Sellers subject to Section 9.4(c), the Indemnifying Party shall not be liable obligated to indemnify make any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty payment pursuant to Section 7.2(a) this Article IX until the aggregate amount of such Buyer Damages Losses for which the Indemnifying Party would (but for this Section 9.4(a)) be liable hereunder exceeds $250,000 one percent (1%) of the Purchase Price (the “Indemnity Basket DeductibleThreshold”), and Sellers shall be jointly and severally liable to indemnify Buyer Indemnitees then only for all Buyer Damages arising under Section 7.2(a), less amounts in excess of the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representations and warranties set forth in Sections 2.17, 2.18 and 2.20.Threshold; (b) The maximum aggregate indemnification obligation of Sellers with respect subject to all breaches Section 9.4(c), the total amount for which the Indemnifying Party shall be liable to indemnify and hold harmless the Indemnified Parties pursuant to this Article IX shall not exceed thirty (30%) of the representations and warranties of Sellers shall be an amount equal to $4,000,000; however, this Section 7.5(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation and warranties set forth in Sections 2.17, 2.18 and 2.20.Purchase Price; (c) No Indemnifying Party Neither BVMF nor any of its officers, directors, employees, Affiliates or representatives or any of their successors or assigns shall be deemed to have suffered any liability Losses for exemplary or punitive damages suffered or incurred by an Indemnified Partyany purpose under this Article IX, provided that this limitation unless, after giving effect to the circumstances forming the basis for the claim for such Losses, the value per share of the CME Group Shares shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party.less than the Per Share Price; and (d) The limitations on indemnification set forth in Sections 7.5(ano event shall an Indemnifying Party be liable for speculative, unforeseeable, punitive, exemplary or consequential damages or lost profits; provided, however, that, subject to Section 9.4(c), 7.5(b), and 7.5(cnothing in this Section 9.4(d) shall not affect BVMF’s right to be applicable indemnified by CME Group pursuant to this Article IX for the diminution in value of the event of a claim for fraudCME Group Shares BVMF purchased pursuant to this Agreement.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, except with respect to claims relating to indemnification for Taxes: (a) Sellers an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a) 7.02 or 7.03, unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $250,000 1,000,000 (the “Indemnity "Basket Deductible”Amount"), and Sellers after which the Indemnifying Party shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages Losses in excess of the Basket Amount, (b) except as set forth in clause (c) below, the maximum amount of indemnifiable Losses that may be recovered from an Indemnified Party arising under Section 7.2(a), less out of or resulting from the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representations and warranties causes set forth in Sections 2.17, 2.18 and 2.20. (b) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of the representations and warranties of Sellers 7.02 or 7.03 shall be an amount equal to $4,000,000; however30,000,000, this Section 7.5(bnet of insurance proceeds, and (c) notwithstanding the foregoing, an Indemnifying Party shall not apply to Buyer Damages be liable for all Losses arising out of or resulting from a breach of any of the representations and warranties (i) any Fundamental Representation; set forth in Sections 3.01 through 3.04, with respect to the Seller and (ii) Section 4.01, with respect to the representation Purchaser, in each case up to a maximum amount of indemnifiable Losses equal to the Purchase Price, net of insurance proceeds, and warranties without regard to the cumulative indemnification threshold set forth in Sections 2.17, 2.18 and 2.20clause (a) of this Section 7.04. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. (a) Sellers With respect to any claims arising under Section 9.1 or Section 9.2, an Indemnified Party shall not be entitled to indemnification until the aggregate Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”), whereupon the Indemnifying Party shall be liable to indemnify any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty pursuant to Section 7.2(a) until the aggregate amount of such Buyer Damages exceeds $250,000 (the “Indemnity Basket Deductible”), and Sellers shall be jointly and severally liable to indemnify Buyer Indemnitees Indemnified Party under this Article 9 for all Buyer Damages arising under Section 7.2(a)Losses incurred to the first dollar; provided, less the Indemnity Basket Deductible; however this Section 7.5(a) however, that such Threshold shall not apply to Buyer Damages any claims arising from under Section 9.1(a) that are a result of a breach by Seller of (i) any Fundamental Representation; and (ii) the of its representations and warranties set forth in Sections 2.173.4(b), 2.18 3.5, 3.9 and 2.203.13, or Sections 9.1(b), (d) or (f), or based on fraud, willful misconduct or intentional misrepresentation. No Party shall be entitled to recovery under this Article 9 for any amounts that are paid by insurance. (b) The maximum aggregate indemnification obligation liability of Sellers with respect Seller to all breaches indemnify the Buyer Indemnified Parties under this Article 9 shall be Twenty Five Percent (25%) of the representations Purchase Price (the “Cap”); provided, however, that, the Cap shall not apply to, and warranties of Sellers Seller’s maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to $4,000,000; howeverthe Purchase Price, this as adjusted pursuant to Section 7.5(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation and warranties set forth in Sections 2.172.2, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable any claims arising under Section 9.1(a) that are a result of a breach by an Indemnified Party to a third party. (d) The limitations on indemnification set forth Seller of any representations in Sections 7.5(a)3.4(b) or 3.5, 7.5(b)any claims arising under Section 9.1(f) and any claims based on fraud, and 7.5(c) shall not be applicable in the event of a claim for fraudwillful misconduct or intentional misrepresentation.

Limits on Indemnification. (a) Sellers Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a) 9.02(a), Section 9.02(f), Section 9.02(g), Section 9.02(h), or Section 9.03(a), as applicable, unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party exceeds an amount equal to $250,000 500,000 (the “Indemnity Basket DeductibleAmount”), and Sellers after which the Indemnifying Party shall be jointly liable only for indemnifiable Losses in excess of the Basket Amount, (ii) 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), Section 9.02(f) or Section 9.03(a) shall be an amount equal to $25,000,000, and severally (iii) Seller shall not be required to indemnify any Person under this Agreement or be liable to indemnify Buyer Indemnitees any Person under this Agreement under any theory of recovery whatsoever for all Buyer Damages arising under Section 7.2(a)Losses in the aggregate exceeding the cash Purchase Price; provided, less however, that the Indemnity Basket Deductible; however limitations set forth in clauses (i) and (ii) of this Section 7.5(a9.04(a) shall not apply to Buyer Damages (A) claims arising from a breach out of breaches of the Fundamental Representations, (B) claims pursuant to Section 9.02(c), (C) claims pursuant to Sections 9.02(d) and 9.02(e), or (D) in the case of fraud by the other party in connection with entering into this Agreement or consummating the transactions contemplated hereby, and the limitations set forth in clause (ii) shall not apply to claims pursuant to Section 9.02(g) and 9.02(h); provided, further, that the limitations set forth in clause (iii) of this Section 9.04(a) shall not apply to claims pursuant to Section 9.02(c) in respect of clause (b) (to the extent such Excluded Taxes are Taxes of Seller or any its Affiliates (other than the Companies) or any of their respective predecessors, successors or former Affiliates) and (c) of the definition of Excluded Taxes. (b) Notwithstanding anything in this Agreement to the contrary, no Indemnifying Party shall have any Liability (including under this Article IX) for, and Losses shall be deemed to exclude, (i) any Fundamental Representation; punitive damages, and (ii) any consequential or special damages, loss of profits, diminution in value, or damages based on any multiplier of the earnings, income or cash flow or any other premium or valuation methodology, except, (A) in the case of clause (ii), to the extent such damages or Losses are found to be (x) not based on any special circumstances of the party entitled to indemnification, and (y) are the natural, probable and reasonably foreseeable result of the event that gave rise thereto or the matter for which indemnification is sought hereunder, regardless of the form of Action through which such damages are sought, or (B) in the case of clauses (i) and (ii), to the extent such Losses or damages are awarded and paid with respect to a Third Party Claim as to which a party is entitled to seek indemnification under this Agreement. Notwithstanding anything to the contrary and for the avoidance of doubt, any Taxes arising or resulting from an invalid or ineffective (for federal income Tax purposes and to the extent applicable for state or local income Tax purposes) Section 338 Election solely to the extent such Taxes are caused by, and would not have been incurred but for, a breach of any representation in Section 7.01 or a breach of any covenant of the Seller or the Companies (other than covenants to be performed by the Companies after the Closing unless performed at the direction and control of the Seller, if and to the extent so exercised by the Seller) contained in this Agreement or any other document contemplated hereby shall be deemed direct damages and not consequential, special, or punitive damages for purposes of indemnification pursuant to Section 9.02(d). (c) Notwithstanding anything in this Agreement to the contrary, the representations and warranties of Seller, Parent and Purchaser contained in this Agreement shall not be affected or deemed waived by reason of any investigation made (or not made) by or on behalf of Purchaser or Seller, as applicable, including, but not limited to, any investigations made (or not made) by any of Purchaser’s or Seller’s, as applicable, respective Representatives, or by reason of the fact that Purchaser or Seller, as applicable, or any of its Representatives knew or should have known that any such representation and warranty is or might be inaccurate or untrue. Seller and Purchaser hereby acknowledge that, regardless of any investigation made (or not made) by or on behalf of Purchaser or Seller, as applicable, and regardless of the results of any such investigation, Purchaser and Seller have entered into this Agreement in express reliance upon the representations and warranties of the other and the Company made herein. Seller and Purchaser further acknowledge that, in connection with this Agreement, each has furnished to the other good and sufficient consideration in exchange for the representations and warranties made herein. (d) Except with respect to the representations and warranties set forth in Sections 2.17Section 3.04 (No Conflict), 2.18 Section 3.07 (Financial Information), Section 3.08 (Absence of Certain Changes), Section 3.13(a) (Employee Benefits Matters), Section 3.15(a)(iii) and 2.20. (bix) The maximum aggregate indemnification obligation of Sellers with respect to all breaches (Material Contracts), Section 3.21 (Assets of the representations Business), Section 3.22 (Related Party Transactions) Section 4.11 (SEC Filings; Financial Statements) and warranties Section 4.13 (Absence of Sellers shall be an amount equal to $4,000,000; howeverCertain Changes), this Section 7.5(b) shall not apply to Buyer Damages arising from a breach for purposes of (i) determining whether there has been a breach of any Fundamental Representation; representation or warranty, and (ii) calculating Losses hereunder, any “materiality” or “Material Adverse Effect” or “Purchaser MAE” qualifier in any representation or warranty made by Seller, Purchaser or Parent, as applicable, shall be disregarded. Notwithstanding anything to the representation and warranties set forth contrary contained in Sections 2.17this Agreement, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation Seller shall not be applicable with respect liable for any claim for indemnification for any Loss or Tax to exemplary the extent such Loss or punitive damages payable by an Indemnified Party to a third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable Tax is included in the event of a claim for fraudClosing Net Working Capital Amount or the Final Retained Liabilities Amount or otherwise deducted from the Purchase Price pursuant to Section 2.02, or otherwise paid pursuant to the TBA.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in Article X, the Sellers shall not be liable required to indemnify any Buyer Indemnitee indemnify, defend or hold harmless the Purchasers against or reimburse the Purchasers for any Buyer Damages for a breach of representation or warranty Loss pursuant to Section 7.2(a) until the aggregate amount of such Buyer Damages exceeds $250,000 (the “Indemnity Basket Deductible”)10.02, and Sellers shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of unless (i) any Fundamental Representation; the Purchasers have notified the Sellers in writing in accordance with Section 10.05 within the applicable survival period, if any, set forth in Section 10.01, and (ii) the representations aggregate of all of the Purchasers' Losses under Section 10.02 exceeds $3 million (in which event the Sellers shall be liable only for the excess of such Losses over $3 million); provided, however, that in no event shall the aggregate liability of the Sellers under this Agreement and warranties set forth in Sections 2.17, 2.18 and 2.20the Ancillary Agreements exceed an amount equal to $137.5 million. (b) The maximum aggregate indemnification obligation of Sellers with respect Notwithstanding anything to all breaches of the representations and warranties of contrary contained in Article X, the Sellers shall not be an amount equal required to $4,000,000; howeverindemnify, this defend or hold harmless the Purchasers against or reimburse the Purchasers for any Losses pursuant to Section 7.5(b10.02(i) shall in connection with any failure by the Sellers to perform any of their covenants or agreements under Section 5.01 and Section 5.02(a), if any such claim or demand otherwise was raised in the Dispute Notice (whether or not apply to Buyer Damages arising from a breach of (iaccepted) any Fundamental Representation; and (ii) in connection with the representation and warranties Purchase Price adjustment procedures set forth in Sections 2.17, 2.18 and 2.20Section 2.10. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified PartyNotwithstanding the foregoing, provided that the limits on indemnification contained in this limitation Section 10.04 shall not be applicable with respect apply to exemplary any Losses arising from (i) a misrepresentation or punitive damages payable breach of warranty by an Indemnified Party to a third party. (d) The limitations on indemnification set forth the Sellers contained in Sections 7.5(a)3.01, 7.5(b)3.02, 3.03, 3.04, 3.05, 3.06, 3.07, 3.22 and 7.5(c3.23, (ii) shall not be applicable in a breach of covenant or agreement by the event of a claim for fraudSellers under this Agreement or (iii) the Excluded Liabilities.

Limits on Indemnification. (a) Sellers Notwithstanding anything in this Agreement to the contrary, the Indemnifying Party's liability for all claims shall not be liable subject to indemnify any Buyer Indemnitee the following limitations: (i) the Indemnifying Party shall have no liability for any Buyer Damages for a breach of representation or warranty pursuant to Section 7.2(a) such claims until the aggregate amount of such Buyer the Indemnified Damages exceeds incurred shall exceed $250,000 (25,000 at which time the “Indemnity Basket Deductible”), and Sellers Indemnifying Party shall be jointly and severally liable to indemnify Buyer Indemnitees for the full amount of all Buyer Damages arising under Section 7.2(a)such claims starting from "dollar one", less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the Indemnifying Party's aggregate liability for all such claims shall not exceed $250,000; provided, however, that the limitations provided in this Section 10.6 shall not --- ------- apply to: (A) any claim for fraud or intentional misrepresentation, (B) any claim by the Purchaser or its Affiliates related to an Excluded Liability, (C) any claim by the Seller or its Affiliates related to an Assumed Liability, (D) any claim for breach of any agreement or covenant contained herein, (E) any claim by the Purchaser that Seller has breached the representations and warranties set forth contained in Sections 2.174.5, 2.18 4.7, 4.15 or 4.18 of this Agreement, and 2.20.(E) any claim by the ----------------- ------------ Purchaser for indemnification under Section 10.2(c),(d),(e) and (f). ---- ------------------------------- (b) The maximum aggregate indemnification obligation of Sellers with respect Notwithstanding anything contained in this Agreement to all breaches of the representations and warranties of Sellers contrary, no Party shall be an amount equal liable to $4,000,000; any other Party for indirect, special, punitive, exemplary or consequential loss or damage (including any loss of revenue or profit) arising out of this Agreement, provided, however, this Section 7.5(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation and warranties set forth in Sections 2.17, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation -------- ------- foregoing shall not be applicable with respect construed to exemplary or punitive damages payable preclude recovery by an the Indemnified Party to a third partyin respect of Indemnified Damages incurred from Third Party Claims. All Parties shall mitigate their damages. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. (a) Sellers Notwithstanding anything to the contrary contained in Section 6.01 or Section 6.02, in no event shall not any amount be liable to indemnify any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty recovered from the Corporation pursuant to Section 7.2(a6.01(a) for any Corporation Indemnified Liabilities or the Purchaser pursuant to Section 6.02(a) for any Purchaser Indemnified Liabilities, as applicable, in each case until (i) the aggregate individual amount of such Buyer Damages any Corporation Indemnified Liability or Purchaser Indemnified Liability, as applicable, exceeds $250,000 25,000 (the “Indemnity Basket DeductibleDe Minimis Amount”), and Sellers shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising under Section 7.2(a), less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representations and warranties aggregate amount of Corporation Indemnified Liabilities or Purchaser Indemnified Liabilities, as applicable, that exceed the De Minimis Amount exceeds $350,000 (the “Basket”), at which time the Corporation or the Purchaser, as applicable, will be liable with respect to each Corporation Indemnified Liability or Purchaser Indemnified Liability, as applicable, that exceeds the De Minimis Amount, regardless of the Basket; provided, however, that the Corporation’s liability for any such Corporation Indemnified Liability shall not be limited as set forth in this Section 6.04(a) if such Corporation Indemnified Liability relates to a breach of any representation or warranty contained in Sections 2.173.01(a) and (c), 2.18 and 2.20Sections 3.02 through 3.06 (inclusive), 3.26, 3.27 or 3.30. (b) The maximum aggregate indemnification obligation of Sellers Except as otherwise provided in Section 6.04(c) and except with respect to all breaches any claim arising out of actual fraud or criminal conduct on the part of the representations Corporation or the Purchaser, from and warranties of Sellers after the Closing, indemnification under Sections 6.01 or 6.02, as applicable, shall be an amount equal the sole and exclusive remedy available to $4,000,000; howeverany Purchaser Related Party or any Corporation Related Party, this Section 7.5(b) shall not apply to Buyer Damages as applicable, for any claims arising from a breach out of (i) any Fundamental Representation; and (ii) or based upon the representation and warranties matters set forth in Sections 2.17, 2.18 this Agreement and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third party. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b)the transactions contemplated hereby, and 7.5(c) neither shall not be applicable in the event of a claim for fraud.any Purchaser Related Party seek relief against any Corporation Related Party other than

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (ai) Sellers Except as set forth below, an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a) 7.1 or Section 7.2, as the case may be, until the aggregate amount of such Buyer Damages all indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $250,000 5 million (the “Indemnity Basket DeductibleBasket”), and Sellers in which case the Indemnifying Party shall be jointly and severally liable to indemnify Buyer Indemnitees for all Buyer Damages arising only the amount of such Losses that exceeds the Basket; (ii) except as set forth below, the maximum aggregate amount of indemnifiable Losses that the JGW Parties may recover under Section 7.2(a)7.1 or that the Peach Parties may recover under Section 7.2 shall be an amount equal to $40 million; and (iii) any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, less warranty, covenant or agreement; provided, however, that the Indemnity Basket Deductible; however this Section 7.5(aforegoing clauses (i) and (ii) shall not apply to Buyer Damages Losses arising from a breach out of (i) any Fundamental Representation; and (ii) or relating to fraud or intentional misrepresentation on the part of the Indemnifying Party, breaches of the representations and warranties set forth in Sections 2.173.1, 2.18 3.2, 3.4, 3.16, 3.21, 4.1, 4.2, 4.4, 4.16 and 2.204.21 (the “Special Representations”) or the provisions of Sections 7.1(c), 7.1(d) and 7.1(e). (b) The maximum aggregate indemnification obligation (i) Prior to the consummation of Sellers with respect to all breaches an IPO by JGW (or any successor entity formed for such purpose, including in an Up-C Structure), the sole recourse of the representations Peach Parties for any indemnification obligations of JGW pursuant to this Article VII shall, unless the Non-Peach Holders elect to settle such indemnification obligations in cash, be the preferential distributions provided for in Section 7.5(a), and warranties the sole recourse of Sellers the JGW Parties for any indemnification obligations of Peach Group pursuant to this Article VII shall, unless Peach Group elects to settle its indemnification obligations in cash, be the preferential distributions provided for in Section 7.5(b). From and after the consummation of an IPO by JGW (or any successor entity formed for such purpose, including in an Up-C Structure), the sole source of recovery for Losses arising from any claim for indemnification pursuant to this Article VII shall be an amount equal to $4,000,000; however, this as provided in Section 7.5(d) and the preferential distributions contemplated in Sections 7.5(a) and 7.5(b) shall no longer apply; provided, however, that the assets of Peach Group available to satisfy any claim for indemnification pursuant to Section 7.1(d) shall not apply include the proceeds received from the sale of any JGW Common Interests or JGW successor securities received by Peach Group or any of the holders of equity interests in Peach Group (“Peach Group Holders”), except as required pursuant to Buyer Damages arising from Section 7.4(b)(ii), and any such proceeds that are not required to be available to satisfy any outstanding claims for indemnification pursuant to Section 7.1(d) may be freely distributed to the Peach Group Holders. In furtherance of the foregoing, Peach Group shall not distribute any JGW Common Interests or JGW successor securities, or otherwise transfer any JGW Common Interests or JGW successor securities (except in an arm’s length transaction involving an unaffiliated third-party purchaser under circumstances that are permitted under Article VIII of the Fifth Amended and Restated JGW Limited Liability Company Agreement), without the prior written consent of JLL Partners, Inc. (on behalf of the Non-Peach Holders), unless such Peach Group Holders or other transferees receiving such securities and/or cash execute a breach joinder agreeing to be bound by the indemnity obligations of Peach Group in connection with the transactions contemplated by this Agreement; provided, however, that each Peach Group Holder or other transferee shall only be liable for its pro rata portion of the amount of any indemnifiable Losses (idetermined based on the number of JGW Common Interests, or JGW successor securities and/or the amount of cash set aside pursuant to Section 7.4(b)(ii) received by such Peach Group Holder or transferee) and the sole recourse against such Peach Group Holders or other transferees shall be the JGW successor securities or JGW Common Interests held by such Peach Group Holders or any Fundamental Representation; and (ii) cash set aside pursuant to Section 7.4(b)(ii). Except as provided in the representation and warranties set forth in Sections 2.17immediately preceding sentence, 2.18 and 2.20. (c) No Indemnifying Party no Peach Group Holder shall have any liability for exemplary obligation to make any contribution to Peach Group or punitive damages suffered make any payment to Peach Group or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an any Indemnified Party to a third partyin respect of any obligation of Peach Group under this Agreement. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) shall not be applicable in the event of a claim for fraud.

Limits on Indemnification. (a) Sellers Notwithstanding anything to the contrary contained in this Agreement, subject to Section 8.5(b): (i) an Indemnifying Party shall not be liable to indemnify any Buyer Indemnitee for any Buyer Damages claim for a breach of representation or warranty indemnification pursuant to Section 7.2(a8.2(a) or Section 8.3(a), as the case may be, unless and until the aggregate amount of such Buyer Damages indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds Two Million Dollars ($250,000 2,000,000) (the “Indemnity Basket DeductibleBasket”), and Sellers in which case the Indemnifying Party shall be jointly and severally liable to indemnify Buyer Indemnitees only for all Buyer Damages arising under Section 7.2(a)the amount of such Losses exceeding the Basket, less the Indemnity Basket Deductible; however this Section 7.5(a) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representations and warranties maximum aggregate amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or relating to the causes set forth in Sections 2.17Section 8.2(a) or Section 8.3(a), 2.18 and 2.20as the case may be, shall be an amount equal to Twenty-Five Million Dollars $25,000,000 (the “Cap”). (b) The maximum aggregate indemnification obligation of Sellers with respect to all breaches of Basket and the representations and warranties of Sellers shall be an amount equal to $4,000,000; however, this Section 7.5(b) Cap shall not apply to Buyer Damages Losses arising from a out of or relating to (x) the inaccuracy or breach of (i) any Fundamental Representation; and Representation or (iiy) the representation and warranties set forth in Sections 2.17, 2.18 and 2.20fraud or intentional breach. (c) No The Indemnified Party may not 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 shall have any liability for exemplary of a particular representation or punitive damages suffered or incurred by an Indemnified Partywarranty after the expiration of the survival period thereof specified in Section 8.1, except as otherwise expressly provided that this limitation shall not be applicable with respect to exemplary or punitive damages payable by an Indemnified Party to a third partyin Section 8.1. (d) The limitations on indemnification set forth in Sections 7.5(a), 7.5(b), and 7.5(c) Buyer shall not be applicable entitled to indemnification under Section 8.2(c) with respect to (i) any violation of Environmental Law or Release of Hazardous Substance disclosed in the event 2010 Environ Report and the 2013 Environ Report, or (ii) any violation of Law that would not be a claim for fraudbreach of Talisker’s representation in Section 3.7(a).

Limits on Indemnification. (a) Sellers With respect to any claims arising under Section 9.1 (other than Section 9.1(d) and (e)), an Indemnified Party shall not be entitled to indemnification until the aggregate Losses suffered by the Indemnified Party exceed $500,000.00 (the "THRESHOLD"), whereupon Merced shall be liable to indemnify any Buyer Indemnitee for any Buyer Damages for a breach of representation or warranty pursuant to Section 7.2(a) until the aggregate amount of such Buyer Damages exceeds $250,000 (the “Indemnity Basket Deductible”), and Sellers shall be jointly and severally liable to indemnify Buyer Indemnitees Indemnified Party under this Article 9 for all Buyer Damages arising under Section 7.2(a)Losses incurred to the first dollar; provided, less the Indemnity Basket Deductible; however this Section 7.5(a) however, that such Threshold shall not apply to Buyer Damages any claims arising from under Section 9.1(a) that are a result of a breach by Sellers of any representations in Section 3.4(b) (iregarding no undisclosed debt), Section 3.5 (regarding ownership of Membership or FBO Interests), Section 3.9 (regarding Taxes) any Fundamental Representation; and Section 3.14 (ii) the representations and warranties set forth in Sections 2.17regarding employee benefit plans), 2.18 and 2.20or based on fraud, willful misconduct or intentional misrepresentation. (b) For purposes of this Article 9, in computing individual or aggregate amount of claims, the amount of any insurance proceeds and any indemnity, contribution or similar payment actually received by the Indemnified Party from any third party with respect thereof, shall be deducted from each such claim. Each Indemnified Party shall use commercially reasonable efforts to pursue all of its remedies against applicable insurers, indemnitors and contributors. (c) The maximum aggregate indemnification obligation liability of Sellers with respect Merced to all breaches of indemnify the representations Buyer Indemnified Parties under this Article 9 shall be $7,500,000.00 (the "CAP"); provided, however, that, the Cap shall not apply and warranties of Sellers Merced's maximum aggregate liability to indemnify the Buyer Indemnified Parties under this Article 9 shall be an amount equal to $4,000,000; howeverthe Purchase Price, this Section 7.5(b) shall not apply to Buyer Damages arising from a breach of (i) any Fundamental Representation; and (ii) the representation and warranties set forth in Sections 2.17, 2.18 and 2.20. (c) No Indemnifying Party shall have any liability for exemplary or punitive damages suffered or incurred by an Indemnified Party, provided that this limitation shall not be applicable with respect to exemplary any claims arising under Section 9.1(a) that are a result of a breach by Sellers of any representations in Sections 3.1, 3.2, 3.3, 3.4(b), 3.5, 3.8(d) or punitive damages payable by an Indemnified Party to a third party3.9, any claims arising under Section 9.1(d), and any claims based on fraud, willful misconduct or intentional misrepresentation. (d) The limitations Prior to a Qualified IPO, the maximum aggregate liability of Buyer to indemnify the Seller Indemnified Parties under this Article 9 shall be $53,350,000. Immediately upon and thereafter there shall be no limit on indemnification set forth Buyer's maximum aggregate liability to indemnify the Seller Indemnified Parties under this Article 9. (e) Notwithstanding anything to the contrary in Sections 7.5(a)this Section 9.4, 7.5(b)in no event shall the aggregate liability of Sellers under this Agreement and in connection with the transactions contemplated hereby exceed a total amount equal to the Purchase Price. (f) This Article 9 shall be the sole and exclusive remedy of Sellers and Buyer for breaches of representations, warranties, covenants and 7.5(c) obligations under this Agreement, except as otherwise specifically provided herein. For purposes of calculating the magnitude of any Loss incurred by a Party arising out of or resulting from any breach of a representation, warranty, covenant or agreement by another Party, any references to materiality qualifications shall not be applicable taken into account; provided, however, Losses that are associated with events or occurrences that do not individually breach such representation, warranty, covenant or agreement (when read to include such materiality qualifications), shall not be included in the event calculation of a claim for fraudsuch Losses.