Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) except with respect to claims relating to the Seller Fundamental Reps, Seller is not liable for any claim for indemnification pursuant to Section 6.2 unless and until the aggregate amount of indemnifiable Losses under that section equals or exceeds 1% of the Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3. (b) In calculating the indemnifiable Losses suffered by the Indemnified Party, the amount of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (c) An Indemnified Party shall not assert claims with respect to, or recover damages for, Losses for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party Claim. (d) Buyer is not entitled to indemnification under this Article 6 arising out of breach of representations or warranties made in this Agreement by the Seller, to the extent Buyer, or any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement by the Seller was inaccurate or untrue. (e) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set of facts or circumstances under more than one representation, warranty, covenant, or agreement in this Agreement.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (a) The Sellers shall not have any obligation to provide indemnification for Losses pursuant to Section 12.1(a) or (b) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $600,000 (the "Basket Amount"), in which case the Sellers shall be liable to the Buyer Indemnified Parties only for such Losses in excess of the Basket Amount; provided, however, that any materiality or Material Adverse Effect qualification with respect to any such representation or warranty shall be disregarded solely for purposes of calculating the magnitude of Losses resulting from the breach of such representation or warranty to determine whether the Basket Amount has been met. The maximum obligation of the Sellers to provide indemnification for all Losses pursuant to Section 12.1(a), (b), (c) and (d) arising out of or related to breaches of representations and warranties and in respect of covenants and agreements to be performed by the Sellers or the Company referred to therein prior to the Closing Date shall be limited to an aggregate amount equal to $36,000,000. Notwithstanding the foregoing, it is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) except with respect the obligation of the Sellers to claims relating to the Seller Fundamental Reps, Seller is not liable for any claim for provide indemnification pursuant to Section 6.2 unless 12.1(e), (f) and until the aggregate amount of indemnifiable Losses under that section equals (g) or exceeds 1% of the Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% the representations and warranties of the Purchase Price; Sellers or the Company contained in Sections 4.5 and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.34.12. (b) In Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 12.2(a) arising out of or related to breaches of representations and warranties referred to therein, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount, in which case Buyer shall be liable to the Sellers only for such Losses in excess of the Basket Amount, provided, however, that any materiality or material adverse effect qualification in any such representation or warranty shall be disregarded solely for purposes of calculating the indemnifiable magnitude of Losses suffered resulting from the breach of such representation or warranty to determine whether the Basket Amount has been met. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 12.2(a) and (b) arising out of or related to breaches of representations and warranties and in respect of covenants and agreements to be performed by the Indemnified Party, the amount of any claim is calculated net of any Tax benefit Buyer prior to the Indemnified Party as a result of Closing Date shall be limited to an aggregate amount equal to $36,000,000. It is expressly understood and agreed that the Loss and is reduced by any amounts the Indemnified Party has received from third parties limitations contained in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party this Section 12.4(b) shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only not apply to the minimum extent necessary obligation of Buyer to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an provide indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatmentSection 12.2(c) or (d). (c) An Indemnified Party The representations and warranties of the Sellers and the Company on the one hand and Buyer on the other contained in this Agreement or in any certificate delivered pursuant hereto, and rights to indemnification in respect thereof, shall not assert claims with respect tosurvive the Closing and continue in effect until the second anniversary of the Closing Date; provided that (i) the representations and warranties set forth in Sections 4.2, or recover damages for4.5, Losses for any punitive4.13 and 5.2 shall survive indefinitely and without limitation, incidental, consequential, special or indirect damages, including loss (ii) the representations and warranties set forth in Section 4.12 shall survive until the expiration of future revenue or income, loss the statute of business reputation or opportunity relating limitations applicable to the breach matters covered thereby and (iii) all Environmental Representations shall survive until the earlier of the fifth anniversary of the Closing Date or alleged breach the expiration of this Agreement, or diminution the statute of value or any damages based on any type of multiple, except limitations applicable to the extent matters covered thereby. Notwithstanding the Indemnified Party is required foregoing, in the event that a Change of Control of the Company occurs at any time after the Closing, all Environmental Representations, and rights to pay punitive damages indemnification in respect thereof, shall terminate and cease to a be of any further force or effect on the later of (i) the date of such Change of Control and (ii) the third party pursuant to a Third Party Claimanniversary of the Closing Date. (d) Buyer is not entitled to indemnification under this Article 6 arising out of breach of representations or warranties made in this Agreement by the Seller, to the extent Buyer, or any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement by the Seller was inaccurate or untrue. (e) An Indemnified Party may not recover duplicative indemnifiable Losses Other than in respect of a single set Claims based upon actual fraud, the indemnification provisions of facts this Article XII shall be the sole and exclusive remedy with regard to money damages (but not equitable relief) for any breaches of representations and warranties that survive the Closing and in respect of any inaccuracy or circumstances omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and for any breaches of covenants and agreements under more than one representation, warranty, covenant, or agreement in this AgreementAgreement occurring prior to the Closing.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) except with respect Seller shall not have any obligation to claims relating to the Seller Fundamental Reps, Seller is not liable provide indemnification for any claim for indemnification Losses pursuant to Section 6.2 unless and until 11.1 except to the extent that the aggregate amount of indemnifiable all such Losses under that section equals or exceeds 1% $175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of the Purchase Price, after which point the $175,000.00. The maximum obligation of Seller is obligated to indemnify the Buyer Indemnified Party from and against any and provide indemnification for all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect pursuant to claims relating Section 11.1 shall be limited to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) . Notwithstanding the maximum aggregate amount of indemnifiable Losses that may be recovered from foregoing, the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; Basket Amount and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does such liability cap will not apply with respect to indemnification under Section 6.3any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) In calculating Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the indemnifiable extent that the aggregate amount of all such Losses suffered by exceeds the Indemnified PartyBasket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to the amount equal to the Purchase Price. Notwithstanding the foregoing, the amount Basket Amount and such liability cap will not apply with respect to any breach of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss Buyer’s representations and is reduced by any amounts the Indemnified Party has received from third parties warranties set forth in connection with the matterSections 5.1, including any indemnification or other recovery under any contract5.2, agreement5.3, or arrangement between a Buyer Indemnified Party 5.5 and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment5.7. (c) An Indemnified Party Seller shall not assert claims with respect to, or recover damages for, Losses have any obligation to provide indemnification hereunder for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party Losses pursuant to Sections 11.1 unless a Third Party Claimwritten notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) Buyer is not entitled For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article 6 arising out of breach of XI, the representations or and warranties made set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement by the SellerAgreement, to the extent Buyer, or a “Materiality Requirement” shall mean any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the requirement in a representation or warranty was made that any representation and warranty made a condition, event or state of fact be “material,” correct or true in this Agreement by the Seller was inaccurate “all material respects,” have a “Material Adverse Effect,” or untrue. be or not be “reasonably expected to have a Material Adverse Effect” (eor other words or phrases of similar effect or impact) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set order for such condition, event or state of facts to cause such representation or circumstances under more than one representation, warranty, covenant, or agreement in this Agreementwarranty to be inaccurate.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) except with respect Seller shall not have any obligation to claims relating to the Seller Fundamental Reps, Seller is not liable provide indemnification for any claim for indemnification Losses pursuant to Section 6.2 unless 14.1 arising out of or related to breaches of representations and until warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that the aggregate amount of indemnifiable all such Losses under that section equals or pursuant to such Section exceeds 1% $1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 (the Purchase Price, after which point the "Basket Amount"). Seller is shall be obligated to indemnify the Buyer Indemnified Party from and against any and provide indemnification for all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller arising out of or resulting from a related to the breach of a any covenant or agreement of Seller. The maximum obligation of Seller Fundamental Rep is an amount equal to 100% provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of the Purchase Price; or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ivii) Buyer is not entitled Section 14.6, shall be limited to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3$9,400,000 in the aggregate. (b) In calculating Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the indemnifiable Losses suffered by extent that the Indemnified Party, the aggregate amount of any claim is calculated net all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any Tax benefit covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to the Indemnified Party as a result provide indemnification for Losses pursuant to Section 14.2 arising out of the Loss or related to breaches of representations and is reduced by warranties (but not for any amounts the Indemnified Party has received from third parties in connection with the matter, including breach of any indemnification covenant or other recovery under any contract, agreementagreement of Buyer, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party TPC if applicable) shall take, and cause its Affiliates be limited to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to $9,400,000 in the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatmentaggregate. (c) An Indemnified Party The representations and warranties of TPC and Seller on the one hand, and Buyer, on the other, contained in this Agreement shall not assert claims with respect tosurvive the Closing until the 13th month anniversary of the Closing Date; provided, or recover damages forhowever, Losses that (i) the representations contained in Section 4.14 shall last for any punitivesix years, incidental, consequential, special or indirect damages, including loss (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of future revenue or income, loss the applicable statute of business reputation or opportunity limitations relating to the breach or alleged breach cause of this Agreement, or diminution of value or any damages based on any type of multiple, except action giving rise to Losses and (ii) the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party Claimrepresentations contained in Sections 4.2 and 4.3 shall survive indefinitely. (d) Buyer is not entitled to indemnification under this Article 6 arising out of breach of representations or warranties made in this Agreement by the Seller, to the extent Buyer, or any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement by the Seller was inaccurate or untrue. (e) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set of facts or circumstances under more than one representation, warranty, covenant, or agreement in this Agreement.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) except with respect Seller shall not have any obligation to claims relating to the Seller Fundamental Reps, Seller is not liable provide indemnification for any claim for indemnification Losses pursuant to Section 6.2 unless and until 11.1 except to the extent that the aggregate amount of indemnifiable all such Losses under that section equals or exceeds 1% $100,000 (the “Basket Amount”), in which case Seller shall be liable to Buyer Parties only for such Losses in excess of $100,000. The maximum obligation of Seller to provide indemnification for all Losses pursuant to Section 11.1 shall be limited to an amount equal to the Purchase Price; provided, after however, that the maximum obligation of Seller to provide indemnification with respect to amounts payable under Section 6.3(b)(vi) (including any such amounts paid from the Holdback Amount) shall be limited to an amount equal to US$1,000,000. Notwithstanding the foregoing, the Basket Amount will not apply with respect to any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.8, 4.9, 4.11, 4.13, 4.16, 4.18 and 4.19, the breach of any representations and warranties caused by fraud or Seller’s intentional misconduct, any Losses related to the Legal Proceedings set forth in Schedule 4.7, amounts for which point the Buyer Parties are indemnified pursuant to Sections 6.3(b)(vi)(A) or amounts which the Seller is obligated to indemnify pay pursuant to Section 6.3(g)(ii). (b) Buyer Parties shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the extent that the aggregate amount of all such Losses exceeds the Basket Amount, in which case Buyer Indemnified Party from and against any and all amounts of indemnifiable Parties shall be liable to Seller only for such Losses that exceed 1% in excess of the Purchase Price; (ii) except with respect Basket Amount. The maximum obligation of Buyer Parties to claims relating provide indemnification for Losses pursuant to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may Section 11.2 shall be recovered from the Seller is limited to an amount equal to 20% of the Purchase Price; (iii) . Notwithstanding the maximum aggregate amount of indemnifiable Losses that may be recovered from foregoing, the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does Basket Amount will not apply with respect to indemnification under Section 6.3. (b) In calculating the indemnifiable Losses suffered by the Indemnified Partyany breach of Buyer Parties’ representations and warranties set forth in Sections 5.1, the amount of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss 5.2, 5.3, 5.5 and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment5.7. (c) An Indemnified Party Seller shall not assert claims have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller at any time prior to 5:00 p.m., El Segundo, California time, on the last day of the applicable survival period set forth with respect to, or recover damages for, Losses to such claim under Section 11.5. Buyer Parties shall not have any obligation to provide indemnification hereunder for any punitiveLosses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer Parties at any time prior to 5:00 p.m., incidentalEl Segundo, consequentialCalifornia time, special or indirect damages, including loss on the last day of future revenue or income, loss of business reputation or opportunity relating the applicable survival period set forth with respect to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party Claimsuch claim under Section 11.5. (d) Buyer is not entitled For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article 6 arising out of breach of XI, the representations or and warranties made set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement by the SellerAgreement, to the extent Buyer, or a “Materiality Requirement” shall mean any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the requirement in a representation or warranty was made that any representation and warranty made a condition, event or state of fact be “material,” correct or true in this Agreement by the Seller was inaccurate “all material respects,” have a “Material Adverse Change” or untrue. “Material Change,” or be or not be “reasonably expected to have a Material Change” (eor other words or phrases of similar effect or impact) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set order for such condition, event or state of facts to cause such representation or circumstances under more than one representation, warranty, covenant, or agreement in this Agreementwarranty to be inaccurate.

Limits on Indemnification. (a) Notwithstanding anything to --------------------------- the contrary contained in this Agreement: : (ia) except with respect Seller shall not have any obligation to claims relating to the Seller Fundamental Reps, Seller is not liable provide indemnification for any claim for indemnification Losses pursuant to Section 6.2 unless and until 11.1 except to the extent that the aggregate amount of indemnifiable all such Losses under that section equals or exceeds 1% $300,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $300,000 (the Purchase Price, after which point the "Basket Amount"). The maximum obligation of Seller is obligated to indemnify the Buyer Indemnified Party from and against any and provide indemnification for all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect pursuant to claims relating Section 11.1 shall be limited to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) . Notwithstanding the maximum aggregate amount of indemnifiable Losses that may be recovered from foregoing, the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; Basket Amount and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does such liability cap will not apply with respect to indemnification under Section 6.3any breach of Seller's representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.11, 4.13 and 4.18. (b) In calculating Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the indemnifiable extent that the aggregate amount of all such Losses suffered by exceeds the Indemnified PartyBasket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the amount Basket Amount and such liability cap will not apply with respect to any breach of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss Buyer's representations and is reduced by any amounts the Indemnified Party has received from third parties warranties set forth in connection with the matterSections 5.1, including any indemnification or other recovery under any contract5.2, agreement5.3, or arrangement between a Buyer Indemnified Party 5.5 and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment5.7. (c) An Indemnified Party Seller shall not assert claims with respect to, or recover damages for, Losses have any obligation to provide indemnification hereunder for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party Losses pursuant to Sections 11.1 unless a Third Party Claimwritten notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) Buyer is not entitled For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article 6 arising out of breach of XI, the representations or and warranties made set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement by the SellerAgreement, to the extent Buyer, or a "Materiality Requirement" shall mean any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the requirement in a representation or warranty was made that any representation and warranty made a condition, event or state of fact be "material," correct or true in this Agreement by the Seller was inaccurate "all material respects," have a "Material Adverse Effect," or untrue. be or not be "reasonably expected to have a Material Adverse Effect" (eor other words or phrases of similar effect or impact) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set order for such condition, event or state of facts to cause such representation or circumstances under more than one representation, warranty, covenant, or agreement in this Agreementwarranty to be inaccurate.

Limits on Indemnification. (a) Notwithstanding anything The Parent Indemnified Parties shall not be entitled to the contrary contained in this Agreement: (i) except with respect to claims relating to the Seller Fundamental Repsindemnification for Losses arising under SECTION 9.1(A)(I), Seller is not liable for any claim for indemnification pursuant to Section 6.2 unless and until the aggregate amount of indemnifiable such Losses under that section equals or exceeds 1% of the Purchase Priceexceed $20,000, after which point the Seller is obligated to indemnify the Buyer and then Parent Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may Parties shall be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; and (iv) Buyer is not entitled to indemnification for breach all such Losses, not just the amount in excess of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3$20,000. (b) In calculating The Stockholder Indemnified Parties shall not be entitled to indemnification for Losses arising under SECTION 9.1(B)(I), unless and until the indemnifiable aggregate of such Losses suffered by the exceed $20,000, and then Stockholder Indemnified PartyParties shall be entitled to indemnification for all such Losses, not just the amount in excess of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment$20,000. (c) An Indemnified Party shall not assert claims Except for Losses based on fraud or willful misconduct or Losses arising under SECTIONS 9.1(a)(ii) OR 9.1(a)(iii) (with respect toto which there will be no limitation), or recover damages forall indemnification claims by the Parent Indemnified Parties hereunder shall be satisfied solely by delivery to Parent of certificates duly endorsed for transfer, Losses for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating representing Escrow Shares in accordance with and subject to the breach or alleged breach provisions of this the Escrow Agreement. The number of Escrow Shares to be forfeited to Parent in payment of any Losses shall be determined by dividing (i) the aggregate dollar amount of such Losses, or diminution of value or any damages based on any type of multipleby (ii) the Parent Average Price, except rounded to the extent nearest share. Escrow Shares shall be forfeited by the Indemnified Party is required to pay punitive damages to Stockholders on a third party pro rata basis. Any Escrow Shares forfeited pursuant to a Third Party Claimthe provisions hereof shall be treated as an adjustment to the Merger Consideration. (d) Buyer is not entitled to Except for Losses based on fraud or willful misconduct or Losses arising under SECTION 9.1(b)(ii), Parent's indemnification under this Article 6 arising out of breach of representations or warranties made obligations hereunder shall be limited, in this Agreement by the Selleraggregate, to an amount equal to (i) the extent Buyer, or any of Parent Shares multiplied by (ii) the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement by the Seller was inaccurate or untrueParent Average Price. (e) An Notwithstanding any other provision of this Agreement, except for Losses based on fraud or willful misconduct, indemnification in the form of the forfeiture of Escrow Shares pursuant to this Section shall be the sole and exclusive remedy of the Parent Indemnified Party may not recover duplicative indemnifiable Losses in respect Parties for any breach of a single set the representations or warranties of facts the Company or circumstances under more than one representation, warranty, covenant, or agreement Stockholders contained in this Agreement. (f) Notwithstanding any other provision of this Agreement, except for Losses based on fraud or willful misconduct, indemnification pursuant to this Article shall be the sole and exclusive remedy of the Stockholder Indemnified Parties for any breach of the representations or warranties of Parent contained in this Agreement.

Limits on Indemnification. Breach of Sections 4.05 and 4.06. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 5.02(a)(i), each Stockholder shall indemnify the Parent only for such portion of such indemnifiable Losses equal to (ai) the total amount of such Losses multiplied by (ii) a fraction, the numerator of which shall be the total number of Company Shares held by such Seller immediately prior to the Closing and the denominator of which shall be 9,999. With respect to any claim for indemnifiable Losses made by the Parent pursuant to Section 5.02(a)(ii), each Stockholder shall indemnify the Parent only with respect to any breach by such Stockholder resulting in such indemnifiable Losses, and not for a breach of any other Stockholder. Notwithstanding anything to the contrary contained in this Agreement: , (iA) except with respect to claims relating to the Seller Fundamental Reps, Seller is not liable for any claim for indemnification pursuant to Section 6.2 unless and until the aggregate amount of indemnifiable Losses under that section equals or exceeds 1% of the Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is any Stockholder with respect to any indemnifiable Loss pursuant to Section 5.02(a)(i) shall be an amount equal to 20% (x)(I) the product of the Purchase Price; total number of Parent Shares issued to such Stockholder pursuant to this Agreement (iiiless any Escrow Shares forfeited by such Stockholder pursuant to Section 4(a)(i)(B) of the Escrow Agreement or the next succeeding sentence of this Section 5.03) multiplied by (II) the maximum aggregate last reported sales price of Parent Shares on the NASDAQ on the trading day immediately preceding the date of payment of such Loss, minus (y) the total amount of indemnifiable Losses that may be recovered from (it being understood that, for the Seller arising out purposes of or resulting from a breach of a Seller Fundamental Rep is an amount equal this clause (y), "indemnifiable Losses" shall not include any Escrow Shares forfeited by such Stockholder pursuant to 100% Section 4(a)(i)(B) of the Purchase Price; Escrow Agreement or the next succeeding sentence of this Section 5.03) previously paid to the Parent by such Stockholder, calculated in accordance with clause (x) above at the time of payment of such indemnifiable Losses and (ivB) Buyer is not entitled no provision of this Agreement or the Escrow Agreement shall be construed so as to indemnification for breach limit the indemnity obligations of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3. (b) In calculating the indemnifiable Losses suffered by the Indemnified Party, the amount of any claim is calculated net of any Tax benefit Stockholders hereunder to the Indemnified Party as a result of amounts held in escrow pursuant to the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceedsEscrow Agreement. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate parties hereto agree that in the event that any Loss upon becoming aware of any event Stockholder breaches Section 4.05 or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (c) An Indemnified Party shall not assert claims with respect to, or recover damages for, Losses for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach 4.06 of this Agreement, or diminution of value or any damages based on any type of multiplesuch Stockholder shall, except in addition to other remedies available to the extent Parent at law or in equity, forfeit all Escrow Shares then held by the Indemnified Party is required Escrow Agent on behalf of such Stockholder. Each party hereto agrees that the forfeiture referred to pay punitive in the preceding sentence would be, by itself, inadequate to compensate the Parent for the damages it would sustain in the event of a breach by any Stockholder of Section 4.05 or 4.06 of this Agreement, and such forfeiture shall in no way limit the ability of the Parent to a third obtain further remedies, including money damages and injunctive relief, in any proceeding at law or in equity. Each party pursuant hereto further acknowledges that the forfeiture referred to a Third Party Claim. (d) Buyer above is not entitled intended to indemnification under this Article 6 arising out of breach of representations or warranties made in this Agreement by the Seller, to the extent Buyercompel performance with, or to constitute a penalty for nonperformance of, any of the Buyer’s Affiliates, advisors, agents, consultants Stockholder's obligations under Section 4.05 or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement by the Seller was inaccurate or untrue4.06 hereof. (e) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set of facts or circumstances under more than one representation, warranty, covenant, or agreement in this Agreement.

Limits on Indemnification. (a) The Seller Parties, the Bondholders and the ESOP shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 6.2(a)(i) or Section 6.2(b)(i) until Buyer Indemnitees shall first have suffered aggregate Buyer Indemnifiable Losses in excess of $75,000 (the “Basket”) (at which point, subject to the limitations set forth in this Article VI, the Seller Parties, the Bondholders and the ESOP shall be obligated to indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Basket). Notwithstanding the foregoing, claims asserted under Section 6.2(a)(i) or Section 6.2(b)(i) for Buyer Indemnifiable Losses arising from a breach of a Fundamental Representation shall not be subject to the Basket. (b) Notwithstanding anything to the contrary contained in this Agreement: herein, the aggregate Liability of (i) except with respect to claims relating to the Seller Fundamental Reps, Parties and the Bondholders for Seller is not liable for any claim for indemnification pursuant to Party Buyer Indemnifiable Losses arising under Section 6.2 unless and until the aggregate amount of indemnifiable Losses under that section equals or exceeds 1% of the Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii6.2(a)(i) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller arising out of or resulting from a breach of a Seller representation or warranty that is not a Fundamental Rep is an amount equal to 100% of the Purchase Price; Representation, and (ivii) the ESOP for ESOP Buyer Indemnifiable Losses arising under Section 6.2(b)(i) from a breach of a representation or warranty that is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Perioda Fundamental Representation, shall not exceed the Escrow Amount. This section does not apply with respect to indemnification under Section 6.3. (b) In calculating Otherwise, there shall be no cap on the indemnifiable Losses suffered by the Indemnified PartySeller Parties’, the amount of any claim is calculated net of any Tax benefit to Bondholders’ or the Indemnified Party as a result of the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any ESOP’s indemnification or other recovery under any contract, agreement, or arrangement between a obligation for Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatmentIndemnifiable Losses. (c) An Indemnified Party Buyer shall not assert claims have any obligation to indemnify Seller Indemnitees with respect toto any Seller Indemnifiable Losses arising under Section 6.2(c)(i) until Seller Indemnitees shall first have suffered aggregate Seller Indemnifiable Losses in excess of the Basket (at which point, or recover damages forsubject to the limitations set forth in this Article VI, Losses Buyer shall be obligated to indemnify Seller Indemnitees for any punitive, incidental, consequential, special or indirect damagesall such Seller Indemnifiable Losses, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party ClaimBasket). (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer is not entitled to indemnification for Seller Indemnifiable Losses arising under this Article 6 arising out of Section 6.2(c)(i) from a breach of a representation or warranty, other than the representations and warranties contained in Section 4.1 or warranties made in this Agreement by Section 4.2, shall not exceed the SellerEscrow Amount. Otherwise, to the extent Buyer, or any of the there shall be no cap on Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement by the indemnification obligation for Seller was inaccurate or untrueIndemnifiable Losses. (e) An Indemnified Party may not recover duplicative indemnifiable Losses shall, at the Indemnifying Party’s request, cooperate in respect the defense of a single set of facts or circumstances under more than one representationany matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, warranty, covenant, or agreement nothing in this AgreementAgreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article VI as an adjustment to the Purchase Price for federal Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Purchase Price for federal Tax purposes. (h) Any claim by any Buyer Indemnitee for Seller Party Buyer Indemnifiable Losses arising from Section 6.2(a) shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties or the Bondholders. Any claim by any Buyer Indemnitee for ESOP Buyer Indemnifiable Losses arising from Section 6.2(b) shall first be made against the Escrow Amount, if applicable, and then directly against the ESOP.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) except with respect Seller shall not have any obligation to claims relating to the Seller Fundamental Reps, Seller is not liable provide indemnification for any claim for indemnification Losses pursuant to Section 6.2 unless and until 11.1 except to the extent that the aggregate amount of indemnifiable all such Losses under that section equals or exceeds 1% $50,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $50,000 (the Purchase Price, after which point the “Basket Amount”). The maximum obligation of Seller is obligated to indemnify the Buyer Indemnified Party from and against any and provide indemnification for all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect pursuant to claims relating Section 11.1 shall be limited to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) . Notwithstanding the maximum aggregate amount of indemnifiable Losses that may be recovered from foregoing, the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; Basket Amount and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does such liability cap will not apply with respect to indemnification under Section 6.3any breach of Seller’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8 4.14, and Item No. 1 in Schedule 4.12. (b) In calculating Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the indemnifiable extent that the aggregate amount of all such Losses suffered by exceeds the Indemnified PartyBasket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the amount Basket Amount and such liability cap will not apply with respect to any breach of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss Buyer’s representations and is reduced by any amounts the Indemnified Party has received from third parties warranties set forth in connection with the matterSections 5.1, including any indemnification or other recovery under any contract5.2, agreement5.3, or arrangement between a Buyer Indemnified Party 5.5 and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment5.7. (c) An Indemnified Party Seller shall not assert claims with respect to, or recover damages for, Losses have any obligation to provide indemnification hereunder for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party Losses pursuant to Sections 11.1 unless a Third Party Claimwritten notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. (d) Buyer is not entitled For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article 6 arising out of breach of XI, the representations or and warranties made set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement by the SellerAgreement, to the extent Buyer, or a “Materiality Requirement” shall mean any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the requirement in a representation or warranty was made that any representation and warranty made a condition, event or state of fact be “material,” correct or true in this Agreement by the Seller was inaccurate “all material respects,” have a “Material Adverse Effect,” or untrue. be or not be “reasonably expected to have a Material Adverse Effect” (eor other words or phrases of similar effect or impact) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set order for such condition, event or state of facts to cause such representation or circumstances under more than one representation, warranty, covenant, or agreement in this Agreementwarranty to be inaccurate.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) Except with respect to breaches of the representations and warranties contained in Sections 5.3, 6.4, 6.6 and 6.7 and breaches of any covenant of Sellers or the Company contained in this Agreement, Sellers shall not have any obligation to provide indemnification for Losses with respect to any specific occurrence, event or circumstance giving rise to a right to be indemnified pursuant to Section 12.1 unless the amount of the claim giving rise to the right to be indemnified with respect to such specific occurrence, event or circumstance exceeds, or the Indemnified Party in good faith reasonably believes it exceeds, $150,000 (the “Basket Amount”). The maximum aggregate amount for which Sellers may be liable under this Article XII shall be limited to Three Million Dollars ($3,000,000.00) except with respect to claims relating breaches of the representations and warranties contained in Sections 5.3, 6.4, 6.6 and 6.7 and breaches of any covenant of Sellers or the Company contained in this Agreement for which the maximum aggregate amount for which Sellers may be liable under this Article XII shall be limited to the Seller Fundamental RepsPurchase Price. (b) Buyer shall not have any obligation to provide indemnification for Losses with respect to any specific occurrence, Seller is not liable for any claim for indemnification event or circumstance giving rise to a right to be indemnified pursuant to Section 6.2 12.2 unless and until the aggregate amount of indemnifiable Losses under that section equals the claim giving right to the right to be indemnified with respect to such specific occurrence, event or exceeds 1% of circumstance exceeds, or the Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all amounts in good faith reasonably believes it exceeds, the Basket Amount in which case Buyer shall be only liable to Sellers for the amount of indemnifiable such Losses that exceed 1% of the Purchase Price; Basket Amount. The maximum aggregate amount for which Buyer may be liable under this Article XII shall be limited to Three Million Dollars (ii$3,000,000.00) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% breaches of the Purchase Price; (iii) representations and warranties contained in Section 7.9 or breaches of any covenant or agreement of Buyer contained in this Agreement for which the maximum aggregate amount of indemnifiable Losses that for which Buyer may be recovered from the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal liable under this Article XII shall be limited to 100% of the Purchase Price; and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3. (b) In calculating the indemnifiable Losses suffered by the Indemnified Party, the amount of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (c) An Indemnified Party Except for the representations and warranties of (i) the Company contained in Section 5.3, (ii) Sellers contained in Article VI, and (iii) Buyer contained in Article VII, which representations and warranties shall survive the Closing, the respective representations of the Company, Sellers and Buyer contained in this Agreement shall not assert claims survive the Closing, and thereafter none of the Company, any Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, any Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to, to such representation or recover damages for, Losses for warranty. This Section 12.4(c) shall have no effect upon any punitive, incidental, consequential, special or indirect damages, including loss other obligations of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of parties hereto under this Agreement, whether to be performed before, at or diminution after the Closing, which shall survive until fulfilled or the expiration of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party Claimtime thereof in accordance with their terms. (d) Any payments made to Sellers, the Company or the Buyer is not entitled pursuant to indemnification under this Article 6 arising out XII shall constitute an adjustment of breach of representations or warranties made in this Agreement the Purchase Price for Tax purposes and shall be treated as such by the Seller, to the extent Buyer, or any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation Buyer and warranty made in this Agreement by the Seller was inaccurate or untrueSellers on their Tax Returns. (e) An Indemnifying Party shall not be liable under this Article XII for Losses resulting from any event relating to a breach of a representation or warranty if the Indemnifying Party can establish that the Indemnified Party may not recover duplicative indemnifiable Losses in respect had actual Knowledge on or before the Closing Date of a single set such event or if such event resulted from the gross negligence or willful misconduct of facts or circumstances under more than one representation, warranty, covenant, or agreement the Indemnified Party. (f) Notwithstanding anything in this AgreementAgreement to the contrary, neither Buyer nor Seller shall have any obligation to indemnify the other for any claim of Loss that is not asserted in writing to the Indemnifying Party on or before two (2) years following the Closing Date with the exception of the representations and warranties contained in Sections 5.3, 6.2, 6.6 and 6.7 which shall survive indefinitely.

Limits on Indemnification. Notwithstanding anything contained in this Article VI or elsewhere in this Agreement to the contrary: (a) Notwithstanding anything Sellers shall not have any obligation to the contrary contained in this Agreement: (i) except indemnify Buyer with respect to claims relating any Claim unless and until Buyer shall have incurred Losses in an aggregate amount in excess of $50,000 (the "Stipulated Amount") in which event Buyer shall be entitled to be indemnified for all of its Losses commencing at $1; provided that the foregoing limitation shall not apply to the Seller Fundamental Reps, Seller is not liable for obligations of Sellers under Section 4.10. (b) Buyer shall have no obligation to indemnify Sellers with respect to any claim for indemnification pursuant to Section 6.2 Claim unless and until the Sellers shall have incurred Losses in an aggregate amount in excess of indemnifiable the Stipulated Amount in which event Sellers shall be entitled to be indemnified for all of their Losses commencing at $1; provided that the foregoing limitation shall not apply to the obligations of Buyer under that section equals Sections 1.3, 4.10, the Downpayment Note, the Absolute Note, the Contingent Note or exceeds 1% in connection with any obligation of Buyer to pay or indemnify any Seller with respect to any Guarantor Debt. (c) The liability hereunder of any Seller shall at no time exceed the portion of the Purchase Price then remaining payable to such Seller. (d) The liability hereunder of Buyer shall at no time exceed the Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; except (ii) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxesi) with respect to any Post-Closing Tax Period. This section does not apply Buyer's Conduct Claim, in which case there shall be no limit on Buyer's obligation to indemnify Sellers, or (ii) with respect to indemnification under Section 6.3. (b) In calculating Buyer's or the indemnifiable Losses suffered by Company's failure to pay the Indemnified PartyGuarantor Debt as and when due, the amount of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party which case the amount of the indemnification payment Guaranty Indemnity Cap is the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant sole limit on Buyer's obligation to a request for confidential treatmentindemnify Sellers. (c) An Indemnified Party shall not assert claims with respect to, or recover damages for, Losses for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party Claim. (d) Buyer is not entitled to indemnification under this Article 6 arising out of breach of representations or warranties made in this Agreement by the Seller, to the extent Buyer, or any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement by the Seller was inaccurate or untrue. (e) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set of facts or circumstances under more than one representation, warranty, covenant, or agreement in this Agreement.

Limits on Indemnification. (a) Notwithstanding anything The Parent Indemnified Parties shall not be entitled to the contrary contained in this Agreement: (i) except with respect to claims relating to the Seller Fundamental Repsindemnification for Losses arising under Section 9.1(a), Seller is not liable for any claim for indemnification pursuant to Section 6.2 unless and until the aggregate amount of indemnifiable such Losses under that section equals or exceeds 1% of the Purchase Priceexceed $40,000, after which point the Seller is obligated to indemnify the Buyer and then Parent Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may Parties shall be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; and (iv) Buyer is not entitled to indemnification for breach all such Losses, not just the amount in excess of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3$40,000. (b) In calculating The Stockholder Indemnified Parties shall not be entitled to indemnification for Losses arising under Section 9.1(b)(i), unless and until the indemnifiable aggregate of such Losses suffered by the exceed $40,000, and then Stockholder Indemnified PartyParties shall be entitled to indemnification for all such Losses, not just the amount in excess of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment$40,000. (c) An Indemnified Party shall not assert claims Except for Losses based on fraud or willful misconduct (with respect toto which there will be no limitation), or recover damages forall indemnification claims by the Parent Indemnified Parties hereunder shall be satisfied solely by delivery to Parent of certificates duly endorsed for transfer, Losses for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating representing Escrow Shares in accordance with and subject to the breach or alleged breach provisions of this the Escrow Agreement. The number of Escrow Shares to be forfeited to Parent in payment of any Losses shall be determined by dividing (i) the aggregate dollar amount of such Losses, or diminution of value or any damages based on any type of multipleby (ii) the Parent Average Price, except rounded to the extent nearest share. Escrow Shares shall be forfeited by the Indemnified Party is required to pay punitive damages to Stockholders on a third party pro rata basis. Any Escrow Shares forfeited pursuant to a Third Party Claimthe provisions hereof shall be treated as an adjustment to the Merger Consideration. (d) Buyer is not entitled to Except for Losses based on fraud or willful misconduct, Parent's indemnification under this Article 6 arising out of breach of representations or warranties made obligations hereunder shall be limited, in this Agreement by the Selleraggregate, to an amount equal to (i) the extent Buyer, or any of Parent Shares multiplied by (ii) the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement by the Seller was inaccurate or untrueParent Average Price. (e) An Notwithstanding any other provision of this Agreement, except for Losses based on fraud or willful misconduct, indemnification in the form of the forfeiture of Escrow Shares pursuant to this Section shall be the sole and exclusive remedy of the Parent Indemnified Party may not recover duplicative indemnifiable Parties for any breach of the representations or warranties of the Company contained in this Agreement (f) Notwithstanding any other provision of this Agreement, except for Losses in respect based on fraud or willful misconduct, indemnification pursuant to this Article shall be the sole and exclusive remedy of a single set the Stockholder Indemnified Parties for any breach of facts the representations or circumstances under more than one representation, warranty, covenant, or agreement warranties of Parent contained in this Agreement.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) except with respect Seller shall not have any obligation to claims relating to the Seller Fundamental Reps, Seller is not liable provide indemnification for any claim for indemnification Losses pursuant to Section 6.2 unless and until 11.1 except to the extent that the aggregate amount of indemnifiable all such Losses under that section equals or exceeds 1% $50,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $50,000 (the Purchase Price, after which point the "Basket Amount"). The maximum obligation of Seller is obligated to indemnify the Buyer Indemnified Party from and against any and provide indemnification for all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect pursuant to claims relating Section 11.1 shall be limited to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) . Notwithstanding the maximum aggregate amount of indemnifiable Losses that may be recovered from foregoing, the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; Basket Amount and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does such liability cap will not apply with respect to indemnification under Section 6.3.any breach of Seller's representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.8 and 4.14; (b) In calculating Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 11.2 except to the indemnifiable extent that the aggregate amount of all such Losses suffered by exceeds the Indemnified PartyBasket Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 11.2 shall be limited to an amount equal to the Purchase Price. Notwithstanding the foregoing, the amount Basket Amount and such liability cap will not apply with respect to any breach of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss Buyer's representations and is reduced by any amounts the Indemnified Party has received from third parties warranties set forth in connection with the matterSections 5.1, including any indemnification or other recovery under any contract5.2, agreement5.3, or arrangement between a Buyer Indemnified Party 5.5 and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment.5.7; (c) An Indemnified Party Seller shall not assert claims with respect to, or recover damages for, Losses have any obligation to provide indemnification hereunder for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party Losses pursuant to Sections 11.1 unless a Third Party Claim.written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Seller prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., Houston, Texas time, on the third anniversary of the Closing Date; (d) Buyer is not entitled For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article 6 arising out of breach of XI, the representations or and warranties made set forth in Articles IV and V shall be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement by the SellerAgreement, to the extent Buyer, or a "Materiality Requirement" shall mean any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the requirement in a representation or warranty was made that any representation and warranty made a condition, event or state of fact be "material," correct or true in this Agreement by the Seller was inaccurate "all material respects," have a "Material Adverse Effect," or untrue. be or not be "reasonably expected to have a Material Adverse Effect" (eor other words or phrases of similar effect or impact) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set order for such condition, event or state of facts to cause such representation or circumstances under more than one representation, warranty, covenant, or agreement in this Agreementwarranty to be inaccurate.

Limits on Indemnification. (a) Notwithstanding anything The Shareholders shall not have any obligation to indemnify Buyer Indemnitees to the contrary contained in this Agreement: extent (i) except such Buyer Indemnifiable Losses arise after the expiration of the applicable survival periods set forth in Section 5.1 of this Agreement, or (ii) with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i), such Buyer Indemnifiable Losses exceed, in the aggregate, $2,500,000 (the “Liability Cap”). Notwithstanding the foregoing, claims relating to the Seller Fundamental Reps, Seller is not liable asserted under Section 5.2(a)(i) for any claim for indemnification pursuant to Section 6.2 unless and until the aggregate amount of indemnifiable Buyer Indemnifiable Losses under that section equals or exceeds 1% of the Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller arising out of or resulting from a breach of a Seller Shareholders’ Fundamental Rep is an amount equal Representation and claims of fraud, willful misconduct or intentional misrepresentation shall not be subject to 100% the Liability Cap. Additionally, the Shareholders shall indemnify Buyer against all Pre-Closing Liabilities, after exhaustion of the Purchase Price; and (iv) Buyer is Escrow Amount, which indemnification shall not entitled be subject to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3the Liability Cap. (b) In calculating Buyer shall not have any obligation to indemnify Shareholder Indemnitees with respect to any Shareholder Indemnifiable Losses arising under Section 5.2(b)(i) to the indemnifiable extent such Shareholder Indemnifiable Losses suffered by (i) arise after the Indemnified Partyexpiration of the applicable survival periods set forth in Section 5.1 of this Agreement, and (ii) exceed, in the aggregate, the amount Liability Cap. Notwithstanding the foregoing, claims asserted under Section 5.2(b)(i) for Shareholder Indemnifiable Losses arising from a breach of any claim is calculated net a Buyer’s Fundamental Representation and claims of any Tax benefit fraud, willful misconduct or intentional misrepresentation shall not be subject to the Indemnified Party as a result of Liability Cap. Additionally, Buyer shall indemnify the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matterShareholders against all Shareholder Indemnifiable Losses arising under Section 5.2(b)(iii), including any which indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would not be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only subject to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatmentLiability Cap. (c) An Indemnified Party Any claims for Buyer Indemnifiable Losses shall not assert claims with respect tofirst be made against the Escrow Amount and Working Capital Holdback and then, or recover damages forfollowing the exhaustion of the Escrow Amount and Working Capital Holdback, Losses for any punitivethe Shareholders, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party Claimjointly and severally. (d) Buyer is not entitled An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification under this Article 6 arising out of breach of representations or warranties made in this Agreement by hereunder at the Seller, to the extent Buyer, or any of the BuyerIndemnifying Party’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement by the Seller was inaccurate or untrueexpense. (e) An The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Purchase Price for federal Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Purchase Price for federal Tax purposes. (f) The amount of any Loss an Indemnifying Party shall be required to pay shall be reduced by insurance proceeds actually received by the Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set of facts related to such Loss. Each party shall use commercially reasonable best efforts to collect any such proceeds or circumstances under more than one representation, warranty, covenant, or agreement in this Agreementother amounts to which it is entitled.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: : (ia) except with respect Seller Parent and Seller shall not have any obligation to claims relating to the Seller Fundamental Reps, Seller is not liable provide indemnification for any claim for indemnification Losses pursuant to Section 6.2 unless 11.1 arising out of or related to breaches of representations and until warranties except to the extent that the aggregate amount of indemnifiable all such Losses under pursuant to such Section exceeds $450,000 (the "Basket Amount"), in which case Seller Parent and Seller shall be liable to the Buyer Group only for such Losses in excess of the Basket Amount; provided, however that section equals for purposes of determining the amount of any Losses or exceeds 1whether any party to this Agreement is obligated to provide indemnification against any Losses hereunder, the representations and warranties of the parties contained in this Agreement shall be construed as if they were not qualified by any reference to materiality or the existence or absence of any Material Adverse Effect (other than the references contained in Sections 4.6, 4.16 and 4.22 and any defined terms used in such provisions), it being understood that all representations and warranties of the parties shall in any event be deemed qualified by any reference to materiality that is used as a means of specifying list of Contracts, instruments, obligations or other items required to be set forth in a Schedule to this Agreement. The maximum obligation of Seller Parent and Seller to provide indemnification for all Losses pursuant to Section 11.1 arising out of or related to breaches of representations and warranties shall be limited to an aggregate amount equal to 25% of the Purchase Price. (b) Buyer Parent and Buyers shall not have any obligation to provide indemnification for Losses pursuant to Section 11.2 arising out of or related to breaches of representations and warranties except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount, after in which point case Buyer Parent and Buyers shall be liable to the Seller is Group only for such Losses in excess of the Basket Amount. Buyer Parent and Buyers shall be obligated to indemnify provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer Indemnified Party from Parent or Buyers. The maximum obligation of Buyer Parent and against any Buyers to provide indemnification for Losses pursuant to Section 11.2 arising out of or related to breaches of representations and all amounts of indemnifiable Losses that exceed 1warranties shall be limited to an aggregate amount equal to 25% of the Purchase Price; (ii) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3. (b) In calculating the indemnifiable Losses suffered by the Indemnified Party, the amount of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (c) An Indemnified Party shall not assert claims with respect to, The representations and warranties of Seller Parent and Seller on the one hand and Buyer or recover damages for, Losses for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to Buyer Parent on the breach or alleged breach of other contained in this Agreement, and rights to indemnification in respect thereof, shall survive the Closing and continue in effect (i) in the case of all representations and warranties other than those set forth in Sections 4.2, 4.3(a) (solely as to clause (ii) thereof) or diminution (b) (solely as to clause (ii) thereof) and 4.10, until eighteen months after the Closing Date, (ii) in the case of value or any damages based on any type the representations and warranties set forth in Section 4.10, until the second anniversary of multiplethe Closing Date and (iii) in the case of all representations and warranties set forth in Sections 4.2, except 4.3(b) and 12.2(a), until the expiration of the statute of limitations applicable to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party Claimmatters covered by such representations and warranties. (d) Buyer is not entitled to From and after the Closing, the indemnification under provisions of this Article 6 arising out of breach of representations XI shall be the sole and exclusive remedy for any Losses or warranties made in this Agreement by Claims for which the Seller, indemnity is given and (to the fullest extent Buyer, or any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement permitted by the Seller was inaccurate or untrue. (elaw) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set any inaccuracy or omission in any documents or other information furnished to Buyer or Buyer Parent in connection with this Agreement or the transactions contemplated hereby and for any breaches of facts or circumstances covenants and agreements under more than one representation, warranty, covenant, or agreement in this AgreementAgreement occurring prior to the Closing.

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees shall first have suffered aggregate Buyer Indemnifiable Losses in excess of $150,000 (the “Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall be obligated to indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Basket). Notwithstanding the foregoing, neither claims asserted under Section 5.2(a)(i) for Buyer Indemnifiable Losses arising from a breach of a Seller Fundamental Representation nor claims asserted under Section 5.2(a)(ii)-(a)(viii) for Buyer Indemnifiable Losses shall be subject to the Basket. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) except with respect to claims relating to herein, the aggregate liability of the Seller Fundamental Reps, Seller is not liable Parties for any claim for indemnification pursuant to Buyer Indemnifiable Losses arising under Section 6.2 unless and until the aggregate amount of indemnifiable Losses under that section equals or exceeds 1% of the Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii5.2(a)(i) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller arising out of or resulting from a breach of a representation or warranty that is not a Seller Fundamental Rep is an amount equal to 100% of Representation shall not exceed the Purchase Price; and (iv) Indemnification Escrow Amount. Otherwise, there shall be no cap on the Seller Parties’ indemnification obligation for Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3. (b) In calculating the indemnifiable Losses suffered by the Indemnified Party, the amount of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatmentIndemnifiable Losses. (c) An Indemnified Party Buyer shall not assert claims have any obligation to indemnify Seller Indemnitees with respect toto any Seller Indemnifiable Losses arising under Section 5.2(b)(i) until Seller Indemnitees shall first have suffered aggregate Seller Indemnifiable Losses in excess of the Basket (at which point, or recover damages forsubject to the limitations set forth in this Article V, Losses Buyer shall be obligated to indemnify Seller Indemnitees for any punitive, incidental, consequential, special or indirect damagesall such Seller Indemnifiable Losses, including loss the Basket). Notwithstanding the foregoing, neither claims asserted under Section 5.2(b)(i) for Seller Indemnifiable Losses arising from a breach of future revenue or income, loss of business reputation or opportunity relating a Buyer Fundamental Representation nor claims asserted under Section 5.2(b)(ii)-(b)(iv) for Seller Indemnifiable Losses shall be subject to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party ClaimBasket. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer is not entitled to indemnification for Seller Indemnifiable Losses arising under this Article 6 arising out of Section 5.2(b)(i) from a breach of representations or warranties made in this Agreement by the Seller, to the extent Buyer, or any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the a representation or warranty was made that any representation and warranty made in this Agreement by is not a Buyer Fundamental Representation shall not exceed the Indemnification Escrow Amount. Otherwise, there shall be no cap on Buyer’s indemnification obligation for Seller was inaccurate or untrueIndemnifiable Losses. (e) An Indemnified Party may shall, at the Indemnifying Party’s reasonable request, cooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, nothing in this Agreement shall limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Purchase Price for federal Tax purposes, unless a final determination causes such payment not recover duplicative indemnifiable to be treated as an adjustment to the Purchase Price for federal Tax purposes. (h) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Indemnification Escrow Amount and then, following the release or exhaustion of the Indemnification Escrow Amount, directly against the Seller Parties. (i) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of a single set such Losses, net of facts or circumstances any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under more insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than one representation, warranty, covenant, or agreement in this Agreement.forty five

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (i) except with respect to claims relating to the Seller Fundamental Reps, Seller is not liable The sole and exclusive source of satisfaction and payment of Damages for Claims made by any claim for indemnification Wisconsin Indemnified Parties pursuant to Section 6.2 9.1 shall be a claim against the Escrow Shares pursuant to the Escrow Agreement, and the Former APP Stockholders (including the Escrow Participants) and the Stockholders’ Representative, individually or as a group, shall not have any obligation, responsibility or personal liability for the satisfaction and payment of any obligations hereunder, including without limitation any Covered Damages. (b) No obligations shall be payable by out of the Escrow Shares under Section 9.1(a) unless and until the aggregate amount of indemnifiable Losses all Covered Damages in respect of Claims under Section 9.1(a) exceed $250,000 (the “Basket”). At such time that section equals or exceeds 1% of the Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect to claims relating to the Seller Fundamental Reps, the maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may such Covered Damages exceeds the Basket, the Wisconsin Indemnified Parties shall only be recovered from the Seller arising entitled to recover out of or resulting from a breach the Escrow Shares such amount of a Seller Fundamental Rep is an amount equal such Covered Damages which exceed the Basket, subject to 100% the Cap. Notwithstanding the foregoing, the Basket shall not apply to Claims brought for breaches of the Purchase Pricerepresentations and warranties contained in Sections 4.1 (Organization, Standing and Corporate Power), 4.2 (Corporate Authority; and Non-contravention), 4.3 (ivCapital Structure) Buyer is not entitled to indemnification for breach of Section 2.10 or 4.13 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3. (b) In calculating the indemnifiable Losses suffered by the Indemnified Partyor for claims arising from or based on fraud, the amount of any claim is calculated net of any Tax benefit to the Indemnified Party as a result of the Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matterintentional misrepresentation, including any indemnification felonious criminal activity or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatmentwillful misconduct. (c) An Indemnified Party shall not assert claims Any qualifications in the representations, warranties and covenants of APP with respect toto a Material Adverse Effect, materiality, material or recover damages for, Losses for similar terms will not have any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating effect with respect to the breach determination of the existence of a breach, the calculation of the amount of any Covered Damages or alleged breach the application of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party ClaimBasket. (d) Buyer is not entitled to indemnification under this Article 6 arising No obligations shall be payable out of breach the Escrow Shares under Section 9.1 for Covered Damages in respect of representations or warranties made Claims under Section 9.1 that exceed, in this Agreement by the Selleraggregate, $25,000,000; provided, however, from and after the sixth-month anniversary of the Closing Date, to the extent Buyerthat Escrow Shares are released pursuant to the Escrow Agreement, or any such amount shall be reduced to 25% of the Buyer’s Affiliatesforegoing (such amount, advisorsas applicable, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement by the Seller was inaccurate or untrue“Cap”). (e) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set of facts or circumstances under more than one representation, warranty, covenant, or agreement in this Agreement.

Limits on Indemnification. (a) Notwithstanding anything to Except as hereinafter provided no claim may be made against the contrary contained in this Agreement: (i) except with respect to claims relating to the Seller Fundamental Reps, Seller is not liable for any claim Indemnifying Party for indemnification pursuant to Section 6.2 or 6.3, as the case may be, unless and until only to the extent the aggregate amount of indemnifiable all Losses under that section equals or exceeds 1% of the Purchase Price, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except Indemnitee with respect to claims relating to such Sections shall exceed $60,000 with a single minimum item of $3,000. In no event shall the Seller Fundamental RepsIndemnifying Party's liability under Section 6.2 or 6.3, as the case may be, exceed $1,200,000. There is no minimum or maximum amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to a violation of Section 1.2(b)(ii) or any Post-Closing Tax Period. This section does not apply separate indemnification or guarantee given with respect to indemnification under Section 6.3thereto. (b) Notwithstanding any other provision hereunder, in the event Buyer shall allege a violation of any representation contained in Section 2.22, it shall take no remedial action until it has offered Seller the opportunity to investigate and, if necessary, correct or remediate the alleged condition. Sellers, at their expense, may retain such experts, attorneys and consultants as it deems appropriate. In calculating the indemnifiable Losses suffered event Sellers elect to control the remediation, any remediation shall be done in a manner determined by Sellers and to standards approved by Sellers; provided (i) such remediation shall cause the affected property to comply with applicable Environmental Laws and (ii) Sellers shall cooperate with Buyer to limit or minimize interference with Purchaser's operations or use of the facility. In no event shall Sellers' costs or obligation arising due to a breach of a representation contained in Section 2.22 exceed $1,000,000. (c) Nothing herein shall limit the right of the indemnifying party to make claims against third parties, including but not limited to claims related to warranties. The Buyer, the Company and the Subsidiary shall make available all rights available to the indemnifying party against third parties, including assignments thereof. (d) As used in this Agreement, "Losses" shall be determined after giving effect to the receipt by the Indemnified Party, the amount Indemnitee of any claim is calculated net of any Tax benefit insurance proceeds relating to the Indemnified Party as a result of the such Loss and is reduced by any amounts the Indemnified Party has received from third parties in connection with the matter, including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and from any third party and any insurance proceeds. The Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only tax benefit to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatmentIndemnitee. (c) An Indemnified Party shall not assert claims with respect to, or recover damages for, Losses for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party Claim. (d) Buyer is not entitled to indemnification under this Article 6 arising out of breach of representations or warranties made in this Agreement by the Seller, to the extent Buyer, or any of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement by the Seller was inaccurate or untrue. (e) An Indemnified Party may not recover duplicative indemnifiable Losses in respect of a single set of facts or circumstances under more than one representation, warranty, covenant, or agreement in this Agreement.

Limits on Indemnification. Notwithstanding any other provisions in this Agreement to the contrary: (a) Notwithstanding anything The Sellers will be liable to the contrary contained in this Agreement: (i) except with respect to claims relating to the Seller Fundamental Reps, Seller is not liable Purchaser Parties for any claim for indemnification Damages that are indemnifiable pursuant to Section 6.2 unless 10.1 only to the extent and until in the amount that the aggregate amount of Damages that are indemnifiable Losses under that section equals or pursuant to Section 10.1 to all Purchaser Parties exceeds 1% of $500,000, except for Damages otherwise covered by Section 10.4(d). The Purchaser and as applicable, the Purchase PriceCompany, after which point the Seller is obligated to indemnify the Buyer Indemnified Party from and against any and all amounts of indemnifiable Losses that exceed 1% of the Purchase Price; (ii) except with respect to claims relating will be liable to the Seller Fundamental Reps, Parties for Damages that are indemnifiable pursuant to Section 10.2 only to the maximum extent and in the amount of indemnifiable Losses that may be recovered from the Seller is an amount equal to 20% of the Purchase Price; (iii) the maximum aggregate amount of Damages that are indemnifiable Losses that may be recovered from the pursuant to Section 10.2 to all Seller arising out of or resulting from a breach of a Seller Fundamental Rep is an amount equal to 100% of the Purchase Price; and (iv) Buyer is not entitled to indemnification for breach of Section 2.10 (Taxes) with respect to any Post-Closing Tax Period. This section does not apply with respect to indemnification under Section 6.3Parties exceeds $500,000. (b) In calculating the indemnifiable Losses suffered by the Indemnified Party, the amount of any claim is calculated net of any Tax benefit to the Indemnified Party as a result The total aggregate liability of the Loss and is reduced Sellers for all claims for Damages that may arise under Section 10.1, excluding Damages otherwise covered by any amounts the Indemnified Party has received from third parties in connection with the matterSection 10.4(d), including any indemnification or other recovery under any contract, agreement, or arrangement between a Buyer Indemnified Party and any third party and any insurance proceedswill not exceed $15,000,000. The Indemnified Party shall take, and cause its Affiliates to take, total aggregate liability of Purchaser for all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance claims for Damages that would be reasonably expected to, or does, give rise thereto, including pursuing third party recoveries and incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Nothing in this section precludes an Indemnified Party from giving notice of its indemnity claim before exhausting its remedies. If the Indemnified Party receives any third party payments after an indemnification payment is made that relates thereto, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the indemnification payment the Indemnifying Party would may arise under Section 10.2 will not have paid had the third-party payment reduced the original indemnification payment. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatmentexceed $15,000,000. (c) An Indemnified Party shall not assert claims No Seller will have any liability for Damages under any circumstances for any claim with respect to, or recover damages for, Losses for any punitive, incidental, consequential, special or indirect damages, including loss to this Agreement in an aggregate amount in excess of future revenue or income, loss the portion of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multipleAggregate Purchase Price received by such Seller in cash, except to the extent the Indemnified Party is required to pay punitive damages to a third party pursuant to a Third Party Claimfor Damages otherwise covered by Section 10.4(d). (d) Buyer is The Individual Sellers (but not entitled the Corporate Sellers) will be liable to indemnification under this Article 6 arising out of the Purchaser Parties for all Damages that arise from a breach of representations or warranties made Section 3.7, and the limitations set forth in this Agreement by Section 10.4(a), Section 10.4(b) and Section 10.4(c) will not be applicable to any such claim against the Seller, to the extent Buyer, or any Individual Sellers for Damages arising from a breach of the Buyer’s Affiliates, advisors, agents, consultants or representatives, had knowledge as of the date the representation or warranty was made that any representation and warranty made in this Agreement by the Seller was inaccurate or untrueSection 3.7. (e) An Each Seller will have liability only for Damages for any claim arising under Section 10.1(b) or 10.1(d) equal to its Pro Rata Share of such Damages. Each 47 55 Seller will have liability only for Damages for any claim arising under Section 10.1(a) or 10.1(c) resulting from the breach or failure committed either directly or indirectly by such Seller. (f) No Party will have any obligation to indemnify any Seller Party or Purchaser Party for (a) any Consequential Damages or (b) any other Damages that are (i) recovered by the Indemnified Party from any third party (including insurers, but net of premium increases) or (ii) offset by Tax savings realized on account of such Damages by the Indemnified Party or any of its Affiliates. (g) Except for claims arising as a result of fraud or other intentional misconduct, the indemnification provisions of this Article X sets forth the exclusive remedy under this Agreement for Damages owing from Sellers to the Purchaser Parties and from Purchaser to the Seller Parties. Each of the Parties hereby waives, to the fullest extent it may not recover duplicative indemnifiable Losses in respect lawfully do so, any other rights, causes of a single set of facts or circumstances under more than one representation, warranty, covenantaction, or agreement remedies or Damages that it might assert against the other in connection with this AgreementAgreement and the transaction contemplated hereby, whether under statutory or common Law, any Environmental Law, or securities, trade regulation, or other Law.