Common use of Limits on Indemnification Clause in Contracts

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

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) No party shall have any right to seek indemnification under this Agreement (i) with respect to Losses contemplated by Section 9.2 which would otherwise be indemnifiable hereunder (including Losses incurred by all other Indemnitees affiliated with or related to such party) until such Losses exceed $160,000 in the extent that payment aggregate, or (ii) for the same claims punitive, special, indirect or amounts are actually made to the Indemnitee under a valid consequential damages, including lost profits, lost revenues, lost savings and collectible insurance policyincreased costs of operations; provided, however, that if it should subsequently be determined that the Indemnitee is provisions of clause (i) immediately above shall not legally entitled apply to retain any such paymentbreach by Seller of the representations and warranties contained in Section 4.3(a) and 4.5 or of any unwaived covenant or agreement set forth in Section 6.10 or 6.15(a). After the Closing, the restriction on indemnification pursuant remedies provided by this Article IX shall be the sole and exclusive remedy for the parties to this subparagraph Agreement with respect to any dispute arising from, or related to, this Agreement, except in the case of fraud and except that injunctive relief (aincluding specific performance) shall no longer apply;continue to be available to the extent such remedy is in respect of a then surviving representation, warranty, covenant or agreement. (b) Notwithstanding any provision of this Agreement, the liability of Seller under this Article IX shall be limited to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant an amount equal to this Indemnification AgreementTwelve Million Dollars ($12,000,000); provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to limitation set forth in this subparagraph (bSection 9.8(b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on not apply to: (i) any breach by Seller of the purchase representations, warranties and covenants contained in Sections 4.3(a), 4.5, 6.10 and 6.15(a); (ii) any breach by Seller of the representation and warranty contained in Section 4.15(a)(iv) relating to the identification on Schedule 4.15(a) (or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (bany update thereto) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid contract or agreement relating to the Indemnitee Indebtedness, provided, however, that is held by Seller shall have no liability whatsoever for any court in a final judgment failure to have been illegal identify on Schedule 4.15(a) (or improper; (gany update thereto) any contract or agreement relating to Indebtedness to the extent that the Indemnitee's action Indebtedness under such unidentified contract or failure to act agreement was (i) not in good faith, or (ii) in the case taken into account for purposes of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed any adjustment to the best interests of the Company, or, in other cases, conduct was opposed Purchase Price pursuant to the Company's best interests, Section 3.3 hereof; or (iii) with respect any breach by Seller of the representation and warranty contained in Section 4.15(d) relating to the identification on Schedule 4.15(d) (or any criminal Action, with reasonable cause update thereto) of any contract or agreement relating to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulSeller-Provided Indebtedness.

Limits on Indemnification. Except (a) Ceding Company shall not be required to indemnify Reinsurer Indemnitees pursuant to Section 9.2(a) until the aggregate of all Losses incurred by Reinsurer Indemnitees under this Article IX exceeds the Indemnification Tipping Basket and, in such event, subject to the other provisions hereof, indemnification shall be made by Ceding Company for the full amount of such Losses. This Section 9.4(a) does not apply with respect to any indemnification to which Article VII of this Agreement applies, to the indemnification in Section 9.2(e) or to any payment required to be made pursuant to Section 1.5. (b) Reinsurer shall not be required to indemnify the Ceding Company Indemnitees pursuant to this Section 9.4(b) until the aggregate of all Losses incurred by Ceding Company Indemnitees under this Article IX exceeds the Indemnification Tipping Basket and, in such event, subject to the other provisions hereof, indemnification shall be made by Reinsurer only for the amount by which such Losses exceed the Indemnification Tipping Basket. This Section 9.4(b) does not apply with respect to any indemnification to which Article VII of this Agreement applies, to the indemnification in Section 9.3(c) or to any payment required to be made pursuant to Section 1.5. (c) The aggregate amount for which Ceding Company shall be liable for indemnification with respect to Section 9.2(a), except with respect to any inaccuracy or breach of the representations and warranties contained in Sections 2.1, 2.2, 2.3, 2.5, 2.7, 2.8, 2.9 or 2.10 or a breach of a covenant contained in this Agreement, shall in no event exceed the Indemnification Cap. The aggregate amount for which Reinsurer shall be liable under this Section 9.4(c), except with respect to the representations and warranties in Sections 3.1, 3.2, 3.3, 3.6, 3.7, 3.8, or 3.10 or a breach of a covenant contained in this Agreement, shall in no event exceed the Indemnification Cap. (d) With respect to claims made pursuant to this Article IX, the Indemnifying Party (defined below) shall be obligated to indemnify the Indemnified Party (defined below) only for those claims made pursuant to this Article IX involving matters as stated to which the Indemnified Party has given the Indemnifying Party written notice prior to twenty-four (24) months following the Closing, except in Paragraph 6the case of claims based on Sections 2.1, 2.2, 2.3(a), 2.3(b), 2.5, 3.1, 3.2, 3.3(a) or 3.3(b), to which there shall be no indemnification pursuant time limit on giving written notice and except in the case of claims based on Section 2.10, as to this Indemnification Agreement: which a claim will survive until the date that is sixty (a60) days following the end of the applicable statute of limitations or except in the case of claims based on Article VII, as to which a claim will survive as provided in Article VII hereof; and except in the case of claims based on fraud, as to which the Indemnified Party shall have given the Indemnifying Party written notice prior to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) end of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; six (d6) on account of any violation of Section 10(b) of year period following the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company;Closing Date. (e) with respect to Notwithstanding any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return other provision of any remuneration paid this Agreement to the Indemnitee contrary, the parties agree that is held by any court in claim for breach of a final judgment representation or warranty under this Agreement must be brought pursuant to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulthis Article IX.

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

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) Other than with respect to circumstances in which the extent that payment Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for the same claims or amounts are actually indemnification made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain by any such payment, the restriction on indemnification Assignee Indemnified Party pursuant to this subparagraph Section 6.2(a) (arelated to Assigning Parties representations and warranties, generally) shall no longer apply; or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (brelated to Buying Parties representations and warranties, generally) will be paid only to the extent that the Indemnitee is indemnified aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or receives a recovery such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the same claims portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or amounts otherwise than pursuant any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Indemnification Agreement; provided, however, that if it should subsequently be determined that Agreement payable by the Indemnitee is not legally entitled Buying Parties to retain any such recovery, the restriction on indemnification pursuant to this subparagraph Assigning Parties. (b) shall no longer apply; -4-Notwithstanding anything to the contrary in this Agreement: (ci) on account no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any violation Loss, cause of Section 16(baction or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the Securities Exchange Act time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of 1934such Loss, as amendedcause of action of claim, and rules promulgated thereunder; from any third party (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"including an insurance provider), and any rules promulgated thereunderor (D) failed to give timely notice of such Loss, cause of action or similar state lawclaim, to the extent that such violation is based on the other Party was actually prejudiced thereby (i) the purchase or sale of a security as contemplated by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the CompanySection 6.6(a)); (eii) with respect no Indemnified Party shall be entitled to recover any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) Loss to the extent that the Indemnitee's action Loss comprising a claim (or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iiipart thereof) with respect to any criminal Action, with reasonable cause to believe his such matter has been taken into account in the determination of the Adjusted Net Working Capital or her conduct was unlawfulincluded in the calculation of the Purchase Price; orand (hiii) if a final nonappealable decision by a court having jurisdiction no Party shall be liable for any consequential damages (including loss of revenue, income or profits, loss in value of assets or securities), punitive, speculative, treble, remote, special, incidental or indirect damages, diminution of value, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating to the matter breach of this Agreement. (c) Each Party shall determine that such indemnification is not lawfultake, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. Except as stated (a) Notwithstanding anything to the contrary contained in Paragraph 6this Agreement, there other than in the event of Fraud: (i) The Seller Parties shall not be no liable to any Buyer Indemnified Party for any claim for indemnification pursuant to this Indemnification Agreement:Section 8.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Seller pursuant to Section 8.2(a) equals or exceeds $9,625,000 (the “Basket Amount”), in which case Seller shall be liable only for the Losses in excess of the Basket Amount; provided that the Basket Amount shall not apply to, and the Seller Parties shall be liable to the Buyer Indemnified Parties from the first dollar of, any Loss arising out of any claim for indemnification pursuant to Section 8.2(a) for a breach of any of the representations or warranties set forth in Section 3.4(b); (aii) the sole and exclusive source of indemnification available to any Buyer Indemnified Party arising out of or relating to Section 8.2(a) shall be (i) first, recovery from the Seller Parties of any then remaining amount of the Cap, and (ii) second, recovery from any Buyer R&W Insurance Policy to the extent covered thereby; provided that payment for (A) if the same claims limit of liability of the R&W Insurance Policy is exhausted or amounts are actually made exceeded, then the Seller Parties shall be liable to the Indemnitee Buyer Indemnified Parties for any indemnifiable Losses arising out of or relating to Section 8.2(a) that are not covered under the Buyer R&W Insurance Policy up to the amount (if any) that Buyer Indemnified Parties have recovered under the Buyer R&W Insurance Policy in respect of Pre-Closing IP Infringement (whether pursuant to indemnification in respect of breaches of Section 3.13(b), Section 3.13(c) or otherwise) and (B) with respect to Losses arising out of or relating to Section 8.2(a) for a valid breach of any of the representations or warranties set forth in Section 3.4(b), the Seller Parties shall be liable to the Buyer Indemnified Parties up to an amount that equals the sum of (x) any then remaining portion of the Basket Amount plus (y) any then remaining portion of the Cap; provided that with respect to this clause (B), the Seller Parties shall have no liability after the Retention (as such term is defined in the Buyer R&W Insurance Policy) has been satisfied. (iii) the maximum amount of indemnification (A) available to the Buyer Indemnified Parties from the Seller Parties pursuant to this Agreement (other than pursuant to Section 8.2(f)), collectively, shall be equal to the Purchase Price, and collectible (B) available to the Seller Indemnified Parties from the Buyer Parties pursuant to this Agreement (other than pursuant to Section 8.3(c)), collectively, shall be equal to the Purchase Price; (iv) no party hereto shall have any Liability under any provision of this Agreement for any punitive, incidental, or special damages relating to the breach or alleged breach of this Agreement or any Indemnification Ancillary Agreement, except to the extent such Losses are payable by an Indemnified Party to a third party pursuant to a Third-Party Claim; (v) the amount of any and all Losses recoverable by an Indemnified Party under this ARTICLE VIII shall be determined net of (A) any net Tax benefits actually realized by the Indemnified Party in the taxable year in which the indemnity payment is made, determined on a “with” and “without” basis, and (B) any amounts actually recovered by the Indemnified Party after using commercially reasonable efforts to make recovery under any insurance policypolicy (other than any self-insurance) that provides coverage for such Losses in connection with the facts giving rise to the right of indemnification, less (1) retentions or deductibles paid or incurred under such insurance policies, (2) any increase in premiums (including retroactive premiums) for such insurance policies or renewals of such insurance policies, (3) any Taxes imposed on such insurance recoveries (net, without duplication of subclause “(A)” above, any Tax benefit associated with such insurance recovery), and (4) any reasonable and documented out-of-pocket costs and expenses incurred in connection with obtaining such recovery (any recovery pursuant to this clause (B), an “Alternative Recovery”). In no event will a Buyer Indemnified Party be obligated to pursue recovery under the R&W Insurance Policy for Losses that are expressly excluded pursuant to the terms of the R&W Insurance Policy or commence any Action against the insurer thereunder prior to seeking indemnification from the Seller Parties under this ARTICLE VIII in order to comply with this Section 8.5(a)(v) or Section 8.5(b). Each party hereby waives, to the extent permitted under its applicable insurance policies (other than the Buyer R&W Insurance Policy), any subrogation rights that its insurer may have against the other party with respect to any indemnifiable Losses. In the event that the Indemnified Party actually receives recovery of any amount pursuant to an Alternative Recovery for which it has already been indemnified by the Indemnifying Party hereunder, the Indemnified Party will promptly refund any amount by which such indemnified Loss would have been reduced by this Section 8.5(a)(v); and (vi) the sole and exclusive source of indemnification available to any Buyer Indemnified Party arising out of or relating to Section 8.2(b) shall be (i) first, recovery from the Seller Parties of any then remaining amount of the Cap, (ii) second, recovery from the Buyer R&W Insurance Policy to the extent covered thereby, and (iii) third, recovery from the Seller Parties (subject to Section 8.5(a)(iii)); (b) Buyer and Seller shall cooperate with each other with respect to resolving any claim or Loss for which indemnification may be required hereunder, by making, or causing the applicable Indemnified Party to make, all commercially reasonable efforts to mitigate any such claim or Loss to the extent required by Law; provided, however, that if it should subsequently be determined the reasonable out-of-pocket costs of such mitigation shall constitute Loss for purposes of this Agreement. In the event that the Indemnitee is not legally entitled Buyer or Seller shall fail to retain any so make such paymentcommercially reasonable efforts, then notwithstanding anything else to the contrary contained herein, the restriction on indemnification pursuant Seller Parties or the Buyer Parties, respectively, shall not be required to this subparagraph (a) indemnify any Buyer Indemnified Party or Seller Indemnified Party, respectively, for any claim or Loss that could reasonably be expected to have been avoided if such efforts had been made. Nothing in the foregoing shall no longer apply; (b) require an Indemnified Party to waive the extent that the Indemnitee is indemnified attorney-client privilege, work product protection or receives a recovery for the same claims similar privilege or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4-protection. (c) on account In any situation in which a claim by an Indemnified Party may be brought under multiple sections of any violation this ARTICLE VIII, such Indemnified Party may bring such claim under the section or sections of Section 16(b) this ARTICLE VIII that would provide the highest amount of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulrecovery.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) A Seller’s liability in respect of any Loss for which it is obligated to indemnify a Buyer Indemnified Party under Section 9.2 shall be satisfied by way of the extent that payment for Buyer (i) setting-off against and deducting any amounts from the same claims or amounts are actually Deferred Consideration Payment to be made to the Indemnitee relevant Seller under the terms of this Agreement, and/or (ii) cancelling Consideration Shares held by such Seller pursuant to Section 9.3(g), and/or (iii) solely with respect to any indemnifiable Losses arising out of or relating to any matter for which indemnification may be sought under Section 9.2(c)(iii) or Section 9.2(j), reclaiming any portion of the Upfront Cash Consideration and the Deferred Consideration Payment, subject in each case to the Loss being determined either by written agreement between the Buyer and the Sellers’ Representatives or by a valid court of competent jurisdiction (in accordance with Section 10.4) as a Loss for which the Sellers are liable to indemnify the Buyer under the terms of this Agreement. A Buyer Indemnified Party shall have no other recourse against a Seller in respect of any and collectible insurance policy; provided, however, that if all Losses for which it should subsequently be determined that the Indemnitee is not legally entitled to retain indemnification from the Seller(s) under Section 9.2, and the Buyer or its Affiliates or any such paymentother Buyer Indemnified Party shall have no other recourse against a Seller for any other claims of any nature whatsoever under or in connection with this Agreement, other than as set forth in this Section 9.3(a) except, with respect to any individual Seller, in the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply;case of fraud or willful concealment by that Seller. (b) With respect to any indemnifiable Losses arising out of or relating to any matter for which indemnification may be sought under Section 9.2, other than Section 9.2(c), each Seller shall be severally, but not jointly, liable for a portion of such Loss equal to the extent that product of (i) the Indemnitee is indemnified aggregate amount of such Loss, multiplied by (ii) such Seller’s Pro Rata Percentage. With respect to any indemnifiable Losses arising out of or receives a recovery relating to any matter for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently which indemnification may be determined that the Indemnitee is not legally entitled to retain any such recoverysought under Section 9.2(c), the restriction on Seller that committed such breach, violation or misrepresentation shall be liable for 100% of such Loss. Except for a Seller’s liability for its own commission of fraud or willful concealment in its capacity as a Seller and not as an employee or agent of the Company (in which case the only indemnity available is indemnification pursuant by such fraudulent Seller), the aggregate liability of any Seller under Section 9.2 shall not exceed the amount that is the sum of: (A) the amount equal to the value of the Share Consideration received by such Seller, together with (B) 100% of any Deferred Consideration Payments received by such Seller subject to Section 9.3(c). Notwithstanding any other provision of this subparagraph (b) shall Agreement, in no longer apply; -4-event will any Seller be liable for any other Seller’s breach of such other Seller’s representations, warranties, covenants, or agreements contained in this Agreement, or for fraud, intentional breach or willful misconduct committed by such other Seller in its capacity as a Seller and not as an employee or agent of the Company. (c) With respect to any indemnifiable Losses arising out of or relating to any matter for which indemnification may be sought under Section 9.2(a) the aggregate amount of all Losses for which each Seller shall be liable shall not exceed in aggregate an amount equal to 10% of the value of the Buyer Common Stock issued to it at the Closing calculated on account the basis of the Per Share Value, and 10% of any Deferred Consideration Payment paid or payable to each Seller except to the extent such Losses arise out of any breach or violation of Section 16(b) of, or inaccuracy in, any of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;Fundamental Representations (in which case the limits in Section 9.2(b) apply). (d) on account With respect to any indemnifiable Losses arising out of or relating to any violation of matter for which indemnification may be sought under Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"9.2(j), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale aggregate amount of all Losses for which each Seller shall be liable shall not exceed the amount that is the sum of: (A) the amount equal to the value of the Share Consideration received by such Seller, plus (B) 100% of any Deferred Consideration Payments received by such Seller subject to Section 9.3(c), plus (C) 100% of any Upfront Cash Consideration received by such Seller at Closing, and (ii) the first course of recourse for the Buyer to satisfy any such Losses shall be the cancellation of Consideration Shares held by such Seller pursuant to Section 9.3(g), and only after all Consideration Shares held by such Seller have been cancelled shall the Buyer be permitted to reclaim any cash amounts previously paid to such Seller(s) (including any portion of the Upfront Cash Consideration and the Deferred Consideration Payment). For the avoidance of doubt, the liability of a security Seller who has committed any fraud or willful concealment by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession on behalf of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering shall not be limited by the Company;this Section 9.3(d). (e) The Sellers shall have no liability in respect of a Loss for which indemnification may be sought under Section 9.2(a) (and for this purpose, the Loss shall be deemed to be 100% of the Loss and not based on the percentage of Sale Shares that are being acquired by the Buyer under this Agreement): (i) unless the Loss (together which any Losses that are connected) exceeds US$[***]; and (ii) until the aggregate amount of the Sellers’ liability in respect of all Losses hereunder, other than those excluded by (i), exceeds US$[***], after which the Sellers shall be liable for all amounts from dollar one, other than those excluded by the foregoing clause (i). (f) A Buyer Indemnified Party may only recover once in respect of the same Loss for which indemnification may be sought under Section 9.2 or under any other term of this Agreement. (g) In the event that any Seller is obligated to indemnify any Buyer Indemnified Party for any Losses pursuant to this ARTICLE 9 the Buyer shall, pursuant to (a) be permitted to cancel for no consideration a number of Consideration Shares issued to such Seller equal to (i) the aggregate amount of such Loss for which such Seller is liable, divided by (ii) the Per Share Value. Upon any such cancellation of shares of Buyer Common Stock comprising the Consideration Shares under this Section 9.3(g), Buyer shall deliver written notice to the applicable Seller setting forth the amount of such Loss and the number of shares of either Buyer Common Stock to be cancelled and shall reflect such cancellation (and reissue, as applicable) in book entry form in the Buyer’s electronic stock ledger. In furtherance of any exercise by the Buyer of its right to cancel shares of Buyer Common Stock under this Section 9.3(g), each of the Sellers hereby appoints the Buyer’s chief executive officer as their respective attorney-in-fact to take such action as is reasonably necessary to cause cancellation of the shares of Buyer Common Stock comprising the Share Consideration issued to such Seller in accordance with this Agreement. (h) Other than those matters expressly disclosed in the Disclosure Letter or deemed to have been disclosed in accordance with the terms of the Disclosure Letter, the right of Buyer to indemnification pursuant to Section 9.2 will not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to any transaction from which accuracy of any representation or warranty, or performance of or compliance with any covenant or agreement herein; provided that nothing in this Section 9.3(h) shall limit the Indemnitee derived an improper personal benefit right of the Buyer to which he or she is not legally entitled;indemnification pursuant to Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(i) in respect of income tax, employee and employer national insurance contributions and the apprenticeship levy and associated interest and/or penalties. (fi) For purposes of determining the amount of Losses arising from a breach of or inaccuracy in any representation or warranty of the Parties to this Agreement (but not for purposes of determining whether any such breach or inaccuracy occurred), limitations or qualifications as to dollar amount, materiality or Material Adverse Change (or similar concept) set forth in such representation, warranty, covenant or obligation shall be disregarded (other than the representation and warranty of the Company set forth in Section 5.7). (j) Any Losses recoverable hereunder shall be computed net of payments actually recovered by the Buyer Indemnified Party under any insurance policy with respect to such Losses and net of any Tax benefit actually received in the applicable accounting period by the Buyer Indemnified Party, but, in each case, net of any deductible or co-payment and all reasonable collection costs and expenses (including, for the return avoidance of any remuneration paid doubt, Taxes) related to the Indemnitee that is held by any court in a final judgment such recoveries. The Buyer Indemnified Parties shall use commercially reasonable efforts to have been illegal or improper; (g) mitigate their Losses to the extent required by Law after becoming aware of any event which would reasonably be expected to give rise to any Losses; provided, that the Indemnitee's action no Buyer Indemnified Party shall be required to initiate or failure to act was pursue any litigation or arbitration claim; and provided further, (i) that in respect of Section 9.2(d), Section 9.2(e), Section 9.2(f) and Section 9.2(i), the Buyer shall not be required to use commercially reasonable efforts to mitigate Losses where such efforts could harm employment relationships in good faith, or the reasonable view of the Buyer and (ii) in that, where the case Buyer does not so consider such efforts could harm employment relationships, the Buyer shall seek recovery of conduct Indemnitee's official capacity with any employment Tax liability from the Company, not in a manner he or she reasonably believed to be in or not opposed to applicable employee at the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such same time as claiming indemnification is not lawfulunder Section 9.2.

Limits on Indemnification. Except as stated Notwithstanding anything to the contrary contained in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) no amount shall be payable by Apollo pursuant to Section 6.2(a)(i) until the extent aggregate amount of all claims for Damages that payment are indemnifiable pursuant to Section 6.2(a)(i) exceeds $50,000, and then only for the same claims amount by which such Damages exceed such threshold amount, it being understood that no individual claim for Damages of $10,000 or amounts are actually made to the Indemnitee under a valid and collectible insurance policyless shall count for purposes of determining whether Damages have exceeded such threshold amount; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to limitations set forth in this subparagraph (aSection 6.3(a) shall no longer applynot apply to a breach of any Apollo Fundamental Reps or covenant or obligation contained in (x) this Agreement, or (y) any certificate delivered at Closing pursuant hereto, or with respect to Fraud committed by Apollo; (b) no amount shall be payable by APC pursuant to Section 6.2(b)(i) until the extent aggregate amount of all claims for Damages that the Indemnitee is indemnified or receives a recovery are indemnifiable pursuant to Section 6.2(b)(i) exceeds $50,000, and then only for the same claims amount by which such Damages exceed such threshold amount, it being understood that no individual claim for Damages of $10,000 or amounts otherwise than pursuant to this Indemnification Agreementless shall count for purposes of determining whether Damages have exceeded such threshold amount; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to limitations set forth in this subparagraph (bSection 6.3(b) shall no longer apply; -4-not apply to a breach of any APC Fundamental Reps or covenant or obligation contained in (x) this Agreement, or (y) any certificate delivered at Closing pursuant hereto, or with respect to Fraud committed by APC; (c) on account the maximum aggregate amount of any violation of Damages for which indemnity may be recovered by the APC Indemnified Parties from Apollo, other than pursuant to Section 16(b6.2(a)(i) of with respect to Apollo Fundamental Reps or Fraud committed by Apollo, shall be an amount equal to the Securities Exchange Act of 1934, as amended, and rules promulgated thereunderPurchase Price; (d) on account the maximum aggregate amount of any violation of Section 10(b) of Damages for which indemnity may be recovered by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or Apollo Indemnified Parties from or through a broker or dealerAPC, other than as part of a securities offering pursuant to Section 6.2(b)(i) with respect to APC Fundamental Reps or Fraud committed by APC, shall be an amount equal to the CompanyPurchase Price; (e) with respect an Indemnified Party shall not be entitled under this Agreement to any transaction from which multiple recovery for the Indemnitee derived an improper personal benefit to which he or she is not legally entitledsame Damages; (f) for in determining the return amount of any remuneration paid to the Indemnitee that is held indemnification due under Section 6.2, all payments shall be reduced by any court Tax benefit recognized or reasonably expected to be recognized by the Indemnified Party in a final judgment any Tax year in which or prior to have been illegal which the Damages arise (or improperin any of the three immediately succeeding Tax years), in each case on account of the underlying claim; (g) notwithstanding any provision to the contrary contained in this Agreement, in the event that an Indemnifying Party can establish that an Indemnified Party had actual knowledge, on or before the Closing, of a breach of a representation, warranty or covenant of the Indemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any Damages resulting from or arising out of such claim; (h) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 6.2, the Indemnifying Party shall be subrogated, to the extent of such recovery, to the Indemnified Party’s rights against any third party with respect to such recovered Damages, subject to the subrogation rights of any insurer providing insurance coverage under one of the Indemnified Party’s policies and except to the extent that the Indemnitee's action or failure grant of subrogation rights to act was the Indemnifying Party is prohibited by the terms of the applicable insurance policy; and (i) not For purposes of this Section 6, the representations and warranties contained in good faith, this Agreement shall be deemed to have been made without any qualifications as to materiality or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulMaterial Adverse Effect.

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

Limits on Indemnification. Except (a) No claim may be asserted against either Party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as stated set forth in Paragraph 6Section 11.1 (Survival), there in which case such representation, warranty or covenant shall be no indemnification pursuant survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Indemnification Agreement: (ai) the maximum aggregate amount of indemnifiable Losses that may be recovered from Seller by all Purchaser Indemnified Parties pursuant to Section 11.2(a) and Section 11.2(d) (Indemnification by Seller) shall be U.S.$54,500,000 (the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy“Cap”); provided, however, that if it should subsequently be determined the Cap shall not apply to indemnifiable Losses incurred by a Purchaser Indemnified Party that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph arise from (aA) shall no longer apply; a breach or inaccuracy of a Core Representation or (bB) fraud of Seller (to the extent that determined by a final judgment not subject to appeal by a court of competent jurisdiction) (such Losses as set forth in clauses (A) and (B), “Seller Special Losses”). The maximum aggregate liability of Seller for any indemnification claims (arising from Seller Special Losses or otherwise) under this Section 11.6 shall not exceed the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification AgreementPurchase Price; provided, however, that if it should subsequently there shall be no maximum liability for Losses incurred as a result of fraud of Seller (to the extent determined that the Indemnitee is by a final judgment not legally entitled subject to retain appeal by a court of competent jurisdiction); (ii) Seller shall not be liable to any such recovery, the restriction on Purchaser Indemnified Party for any claim for indemnification pursuant to Section 11.2(a) (Indemnification by Seller) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Seller (including, without limitation, all Losses that may be recovered from Seller pursuant to Section 11.2(d)), equals or exceeds U.S.$5,450,000 (the “Deductible Amount”), in which case Seller shall be liable only for the Losses in excess of the Deductible Amount; provided, however, that in any event no Losses may be claimed by any Purchaser Indemnified Party or shall be reimbursable by Seller or shall be included in calculating the aggregate Losses for purposes of this subparagraph clause (bii) shall no longer apply; -4- other than Losses in excess of (cA) on account U.S.$250,000 in respect of any violation claim for indemnification pursuant to Section 11.2(a) (Indemnification by Seller) as a result of the breach of Section 16(b4.12 (Litigation) or (B) U.S.$100,000 (the “Minimum Loss Amount”) in all other cases, in each case, resulting from any single claim or aggregated claims arising out of the Securities Exchange Act of 1934same facts, events or circumstances; and provided, further, that neither the Deductible Amount nor the Minimum Loss Amount shall apply as amended, and rules promulgated thereundera threshold to any indemnification claims for Seller Special Losses or for any Losses described in Section 11.4 (Indemnification for Taxes); (diii) on account Seller shall not be liable to any Purchaser Indemnified Party for any claim for indemnification pursuant to Section 11.2(d) (Indemnification by Seller) unless and until the aggregate amount of any violation indemnifiable Losses that may be recovered from Seller equals or exceeds U.S.$1,000,000, in which case Seller shall be liable only for the Losses in excess of U.S.$1,000,000; (iv) the maximum aggregate amount of indemnifiable Losses that may be recovered from Purchaser by all Seller Indemnified Parties pursuant to Section 11.3(a) (Indemnification by Purchaser) shall be the Cap; provided, however, that the Cap shall not apply to indemnifiable Losses incurred by a Seller Indemnified Party that arise from (A) a breach or inaccuracy of Section 10(b5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Execution; Validity of Agreement), or Section 5.7 (Brokers or Finders) or (B) fraud of Purchaser (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction) (such Losses as set forth in clauses (A) and (B), “Purchaser Special Losses”). The maximum aggregate liability of Purchaser for any indemnification claims (arising from Purchaser Special Losses or otherwise) under this Section 11.6 shall not exceed the Purchase Price, provided, however, that there shall be no maximum liability for Losses incurred as a result of fraud of Purchaser (to the extent determined by a final judgment not subject to appeal by a court of competent jurisdiction); (v) Purchaser shall not be liable to any Seller Indemnified Party for any claim for indemnification pursuant to Section 11.3(a) (Indemnification by Purchaser) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Purchaser equals or exceeds the Deductible Amount, in which case Purchaser shall be liable only for the Losses in excess of the Securities Exchange Act Deductible Amount; provided, however, that in any event no Losses for a claim under Section 11.3(a) (Indemnification by Purchaser) may be claimed by any Seller Indemnified Party or shall be reimbursable by Purchaser or shall be included in calculating the aggregate Losses for purposes of 1934this clause (iv) other than Losses in excess of the Minimum Loss Amount resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; and provided, further, that neither the Deductible Amount nor the Minimum Loss Amount shall apply as amended a threshold to any indemnification claims for Purchaser Special Losses or for Losses described in Section 11.4(a)(ii); (the "Exchange Act")vi) no Party shall have any Liability under any provision of this Agreement for any punitive, and any rules promulgated thereunderincidental, consequential, special or indirect damages, including business interruption, loss of future revenue whether or not expected, profits or income, or similar state lawloss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, except to the extent that such violation is based on damages are specifically included in Third Party Claims and result in Losses; and (vii) any claim for indemnification under this Section 11.6 by any Party shall be bona fide and made in good faith. (c) For all purposes of this Section 11.6 (and for the avoidance of doubt, for all purposes of Section 11.4 (Indemnification for Taxes)), “Losses” shall be net of any (i) insurance or other recoveries actually received by the purchase Indemnified Party or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company its Affiliates in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid facts giving rise to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or right of indemnification and (ii) any Tax Benefit realized by the Indemnified Party or its Affiliates in the case of conduct Indemnitee's official capacity connection with the Company, not in a manner he or she reasonably believed to be in or not opposed facts giving rise to the best interests right of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulindemnification.

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

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

Limits on Indemnification. Except as stated Notwithstanding anything to the contrary contained in Paragraph 6this Agreement, there (a) an Indemnifying Party shall not be no liable for any claim for indemnification pursuant to this Indemnification Agreement: Section 8.02(a) or 8.03(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $1.75 million (athe “Basket Amount”) in which case each Indemnified Party shall be entitled to the extent that payment indemnification for the same claims or amounts are actually made to the Indemnitee under a valid entire amount of such Loss and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication maximum amount of material nonpublic information about indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the Company causes set forth in connection with any transaction on Section 8.02 or through 8.03, as the facilities case may be, shall be an amount equal to the Escrow Amount. Notwithstanding anything herein to the contrary, the provisions of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; Section 8.04(a) shall not apply (ei) with respect to indemnification of the Purchaser Indemnified Parties for any transaction from which Excluded Taxes pursuant to 8.02 hereof or for any breach by the Indemnitee derived an improper personal benefit to which he Seller of the representations and warranties set forth in Sections 3.22 or she is not legally entitled; 3.25 or clause (fiii) for of the return second sentence of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (gSection 3.04(b) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to indemnification of the Seller Indemnified Parties for any criminal Actionbreach by the Purchaser of the representations and warranties set forth in Section 4.07. Subject to Section 8.10, any obligation of the Seller to indemnify and hold harmless any Purchaser Indemnified Party for and against any Losses hereunder shall be payable solely out of distributions of the Escrow Amount in accordance with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulterms of the Escrow Agreement.

Limits on Indemnification. 9.5.1 Except as stated (a) in Paragraph 6the case of any Fraud Matters set forth in this Agreement, there shall be no indemnification in any Ancillary Agreement, or in any certificate or other instrument delivered pursuant to this Indemnification Agreement:Agreement on the part of Seller, or (b) in the case of any indemnification claim resulting from, arising out of or in connection with clauses (ii) – (v) of Section ‎9.2.1 hereof or (c) in the case of any indemnification claim resulting from, arising out of or in connection with any breaches of any of the Fundamental Representations, from and after the Closing Date; Seller shall not be obligated to indemnify the Indemnified Parties for any amounts in excess of the Escrow Shares. 9.5.2 The Indemnified Parties shall not be entitled to assert any claim for indemnification under this Agreement (aother than in connection with any inaccuracy or breach of the Fundamental Representations, as to which this limitation shall not apply) until such time as the aggregate of all Losses that the Indemnified Parties have under this Agreement exceeds Fifty Thousand Dollars ($50,000), whereupon indemnification may be sought for all such Losses without regard to the extent that payment for such threshold amount. 9.5.3 The indemnification provisions under this Section ‎9 shall be the same claims or amounts are actually made to sole and exclusive monetary remedy of Buyer and Parent and the Indemnitee under a valid and collectible insurance policy; Indemnified Parties against the Seller provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any Party of any right to specific performance or injunctive relief. 9.5.4 It is hereby clarified that any indemnification amount that an Indemnified Person is entitled to receive pursuant the provisions herein shall if it should subsequently possible be determined that first recovered from the Indemnitee Escrow Shares, and if such recovery is not legally entitled to retain any such paymentavailable, from the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply;Seller. (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account 9.5.5 The amount of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account Loss subject to indemnification hereunder shall be calculated net of any violation of Section 10(b) of the Securities Exchange Act of 1934insurance proceeds or any indemnity, as amended (the "Exchange Act"), and any rules promulgated thereunder, contribution or other similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering payment actually received by the Company; (e) Indemnified Party from any third party with respect thereto. In the event that an insurance or other recovery is actually made by any Indemnified Party with respect to any transaction from Loss for which any such Person has been indemnified hereunder, then a refund equal to the Indemnitee derived an improper personal benefit aggregate amount of the recovery shall be made promptly to which he the Seller. 9.5.6 Neither Party shall be liable for any special, indirect, incidental, punitive or she is not legally entitled; (f) for the return consequential loss, such as loss of business opportunities or loss of goodwill, whether in respect of any remuneration paid to misrepresentation, breach of contract (other than willful ​ breaches or Fraud Matters), tort, statutory duty or otherwise, which arises out of or in connection with this Agreement or its subject matter. 9.5.7 In all cases, and without derogating from other limitations of liability specified herein, the Indemnitee that is held by any court Seller’s aggregate liability under this Agreement, the Ancillary Agreements, and in a final judgment to have been illegal connection with all transactions contemplated hereunder and thereunder, whether under this Agreement, tort or improper;otherwise, shall not exceed the amount of the value of the Aggregate Purchase Price plus the Advance Payment, plus the IIA Liabilities. (g) to the extent that the Indemnitee's action or failure to act was (i) 9.5.8 The limitations under this Section ‎9.5 shall not apply in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he Fraud Matters or she reasonably believed to be in or not opposed to the best interests breach of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfullock up.

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

Limits on Indemnification. (i) Except as stated in Paragraph 6the case of (A) claims grounded in actual fraud in connection with this Agreement or the transactions contemplated hereby or (B) any breach of a Fundamental Representation by a Member, there no Party shall have any liability for any Adverse Consequences resulting from a breach of this Agreement until the aggregate amount of such Adverse Consequences exceeds an amount equal to One Hundred Twenty Thousand Dollars ($120,000) (the “Deductible”), whereupon all Adverse Consequences from the first dollar will be recoverable. (ii) Except in the case of (A) claims grounded in actual fraud in connection with this Agreement or the transactions contemplated hereby or (B) any breach of a Fundamental Representation by a Member, the aggregate liability of any Member under this Section 8 shall be capped at allocated to such Member on Schedule 3. In no indemnification pursuant to this Indemnification Agreement:event will any Member’s aggregate liability hereunder exceed . (aiii) None of the Parties will have any liability to another Party under this Section 8 for any Adverse Consequence to the extent that payment for (i) such Adverse Consequence relates to a liability or matter with respect to which the same claims or amounts are actually aggrieved Party has made to the Indemnitee under recovery from a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant Person other than another Party to this subparagraph Agreement (a) shall no longer apply; (b) to the extent that of such recovery) or (ii) such Adverse Consequence would not have arisen but for a voluntary act or omission after the Indemnitee is indemnified Closing by the aggrieved Party outside the Ordinary Course of Business or receives a recovery for at the same claims or amounts otherwise than pursuant to express written instruction of the aggrieved Party outside the Ordinary Course of Business. (iv) The amount of any and all Adverse Consequences under this Indemnification Agreement; provided, however, that if it should subsequently Section 8 shall be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account net of any violation of Section 16(b) of amounts actually recovered by the Securities Exchange Act of 1934indemnified Party under insurance policies, as amended, and rules promulgated thereunder; indemnities or other reimbursement arrangements with respect to such Adverse Consequences (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"such amounts actually recovered being “Third Party Recoveries”), and any rules promulgated thereunder, or similar state law, such amounts shall not be counted against the Deductible. Each Party shall use its respective commercially reasonable efforts to make any available Third Party Recoveries prior to seeking indemnification hereunder. (v) Except in the extent that such violation is based on case (iA) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is claims grounded in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company actual fraud in connection with any transaction on this Agreement or through the facilities transactions contemplated hereby (in respect of which all available rights and remedies may be exercised) or (B) a national securities exchange or from or through a broker or dealerviolation of Section 6 hereof (in respect of which the Parties may also seek non-monetary equitable relief), other than as part of a securities offering by the Company; (e) Parties’ sole and exclusive remedies with respect to any transaction from which and all claims relating to the Indemnitee derived an improper personal benefit subject matter of this Agreement shall be pursuant to which he the indemnification provisions set forth in this Section 8; provided that the foregoing shall not limit rights or she is remedies expressly provided for in any other agreement executed pursuant to this Agreement or rights or remedies which, as a matter of applicable law or public policy, cannot legally entitled;be limited or waived. (fvi) In no event will any Party be entitled to recover or make a claim for any amounts in respect of consequential, diminution in value, special, incidental or indirect damages, lost profits, lost business opportunities, damages to reputation, treble, remote, speculative, exemplary or punitive damages and, in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the return amount of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulAdverse Consequences.

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

Limits on Indemnification. Except as stated in Paragraph 6, there (i) No amount shall be payable by any Indemnifying Party pursuant to Section 11(b)(i) (other than with respect to the representations and warranties contained Section 7(a) (Organization), Section 7(b) (Authorization), Section 7(d) (Capitalization) and Section 7(e) (Subsidiaries) (collectively, the “Fully Indemnified Representations”)) unless (i) the amount of Loss related to any individual item exceeds $50,000 (provided that such items shall be aggregated for the purposes of determining whether the Deductible has been reached); and (ii) the aggregate amount of Losses indemnifiable by such Indemnifying Party under Section 11(b)(i) exceeds $750,000 (the “Deductible”), and then only to the extent of such excess. (ii) Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of aggregate indemnifiable Losses which may be recovered from the Company under Section 11(b)(i) (other than with respect to the Fully Indemnified Representations) shall be $7,500,000. (iii) Notwithstanding anything to the contrary contained herein, for purposes of determining whether there has been a breach of a representation or warranty and the amount of any Losses that are the subject matter of a claim for indemnification hereunder (other than Section 7(k), the Deductible amount shall be the materiality standard for all purposes hereunder and, therefore, each representation, warranty and other provision contained in this Agreement and each certificate delivered pursuant hereto shall be read without regard and without giving effect to any materiality or Material Adverse Effect standard or qualification contained in such representation or warranty (as if such standard or qualification were deleted from such representation and warranty). (iv) Notwithstanding anything to the contrary contained in this Agreement, no Indemnified Party shall be entitled to recover under any claim of indemnification pursuant to this Indemnification Agreement: (a) Agreement to the extent that payment such Indemnified Party has previously been indemnified for such claim under the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Purchase Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

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

Limits on Indemnification. Except as stated (a) Notwithstanding anything to the contrary contained in Paragraph 6, there this Agreement: (1) an Indemnifying Party shall not be no liable for any claim for indemnification pursuant to this Indemnification Agreement: Section 8.2(a) or Section 8.3(a), as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $1,500,000, in which case the Indemnifying Party shall be liable only for the amount of such Losses in excess of $1,500,000, (a2) the maximum aggregate amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or relating to the causes set forth in Section 8.2(a) or Section 8.3(a), as the case may be, shall be an amount equal to $15,000,000 (the “Cap”) and (3) the Holders shall not be obligated to indemnify the Buyer or any other Person with respect to any Loss to the extent that payment a specific accrual or reserve for the same claims amount of such Loss was taken into account in calculating the Net Adjustment Amount, provided, that the foregoing clauses (1) and (2) shall not apply to Losses arising out of or amounts are actually made relating to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subparagraph (a) shall no longer apply; (b) to the extent that the Indemnitee is indemnified inaccuracy or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account breach of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Companyany Fundamental Representation, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faith, or (ii) any representation or warranty set forth in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interestsSection 3.15 (Taxes), or (iii) any representation or warranty in the event of fraud (made with intent to deceive), provided, further, that, notwithstanding anything to the contrary herein, the maximum aggregate amount of Losses that a Holder may be liable for pursuant to this Agreement shall not exceed the consideration received by such Holder under this Agreement and/or in connection with the Stock Purchase Agreement (including the SPA Purchase Price, and for the avoidance of doubt without reduction for any Taxes paid or payable with respect to any criminal Actionsuch consideration, or any Taxes withheld or deducted from any such consideration and paid over in accordance with reasonable cause to believe his or her conduct was unlawful; or Section 2.14) (h) if a final nonappealable decision by a court having jurisdiction the “Aggregate Cap”), except in the matter shall determine that event of fraud (made with intent to deceive) committed by such indemnification is not lawfulHolder.

Limits on Indemnification. Except as stated in Paragraph 6, there shall be no indemnification pursuant to this Indemnification Agreement: (a) to the extent that payment for the same claims or amounts are actually made to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently No amount shall be determined that the Indemnitee is not legally entitled to retain payable by any such payment, the restriction on indemnification Indemnifying Party pursuant to this subparagraph Section 9.2(a)(i) or 9.2(b)(i) unless the aggregate amount of Loss indemnifiable under Section 9.2(a)(i) or 9.2(b)(i), as applicable, exceeds $2,000,000 (aat which time, all Losses including those used to meet such threshold shall be subject to indemnification hereunder), except that such limitation shall not apply to or limit the rights of Seller pursuant to Section 9.2(b)(i) shall no longer apply;hereof with respect to or arising out of a breach of the representation made by Purchaser in Section 4.7 hereof. (b) Notwithstanding anything to the contrary contained in this Agreement, the aggregate amount of Losses which may be recovered from Seller arising out of or resulting from the causes enumerated in Section 9.2(a)(i), or from Purchaser arising out of or resulting from the causes enumerated in Section 9.2(b)(i) shall not exceed $20,000,000, except that such limitation shall not apply to claims arising under the Indefinitely Surviving Representations or the Tax Indemnifications. (c) In addition to any other limitations on indemnification that may apply, with respect to any claim for indemnification that Purchaser may assert regarding Environmental Laws or Hazardous Materials in connection with the Company Theaters, Seller shall have no obligation with respect to such claim to the extent that the Indemnitee Losses for which indemnification is indemnified sought arise out of any action that is not required by applicable Environmental Law or receives a recovery the applicable lease for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; provided, however, that if continued use of such Company Theater as it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) used as of the Securities Exchange Act date hereof. In addition, with respect to any claim that is the subject of 1934, as amended, and rules promulgated thereunder; this Section 9.3(c); (dx) on account it is a condition precedent to any right of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state lawPurchaser to indemnification for such claim that, to the extent that such violation is based on (i) the purchase or sale of a security by Indemnitee or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Companypracticable, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering by the Company; (e) prior to incurring substantial costs with respect to such claim for which it may seek indemnification, Purchaser shall notify Seller of such claim and afford Seller the opportunity to evaluate the conditions giving rise to such claim; (y) if requested by Seller, Seller (at its sole expense) shall be entitled (but not obligated) to undertake, with Purchaser’s continued oversight, participation and approval (not to be unreasonably withheld or delayed), any transaction from which investigation, remediation, or other action required or permitted by applicable Environmental Law or the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return terms of any remuneration paid binding lease (and any negotiation with regulatory authorities or landlords regarding same), and in the course thereof shall use commercially reasonable efforts to the Indemnitee that is held by avoid any court in a final judgment unreasonable interference with Purchaser’s operations, and Purchaser shall afford Seller reasonable access to have been illegal or improper; (g) to the extent that the Indemnitee's action or failure to act was (i) not in good faithundertake any such investigation, remediation, or other action; and (iiz) Purchaser, the Seller Group Companies and the Target Group Companies shall exchange information and otherwise cooperate in order to facilitate the case expeditious and cost-effective resolution of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawfulclaim.

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

Limits on Indemnification. Except as stated Notwithstanding anything to the contrary contained in Paragraph 6this Agreement, there shall the maximum aggregate amount of indemnifiable Losses that may be no indemnification pursuant to this Indemnification Agreement: recovered from (a) Seller and Albireo Pharma by Buyer Indemnitees pursuant to Section 8.1(a) shall equal the Purchase Price, and (b) Buyer by Seller Indemnitees pursuant to Section 8.1(b) shall equal the Purchase Price. Notwithstanding anything to the contrary set forth herein, except to the extent that payment actually awarded against an Indemnified Party pursuant to a judgment with respect to a Third Party Claim (as defined in Section 8.2(b)), no Party hereto shall have any liability under any provision of this Agreement (including this ARTICLE VIII) for the same claims any punitive, incidental, special or amounts are actually made indirect damages or damages for or otherwise based on business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the Indemnitee under a valid and collectible insurance policy; provided, however, that if it should subsequently be determined that the Indemnitee is not legally breach or alleged breach of this Agreement. Each Person entitled to retain indemnification hereunder will take commercially reasonable steps to mitigate all Damages after becoming aware of any such payment, the restriction on indemnification pursuant event that could reasonably be expected to give rise to any Damages that are indemnifiable or recoverable hereunder or in connection herewith. Notwithstanding any other provision of this subparagraph (a) shall no longer apply; (b) Agreement to the extent that the Indemnitee is indemnified or receives a recovery for the same claims or amounts otherwise than pursuant to this Indemnification Agreement; providedcontrary, however, that if it should subsequently be determined that the Indemnitee is not legally entitled to retain any such recovery, the restriction on indemnification pursuant to this subparagraph (b) shall no longer apply; -4- (c) on account of any violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder; (d) on account of any violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any rules promulgated thereunder, or similar state law, to the extent that such violation is based on (i) Damages claimed hereunder will be reasonable and in good faith in light of the purchase facts then known regarding such Damages, and (ii) if on the Closing Date the Indemnitee knows of any information that would cause one or sale more of a security by Indemnitee the representations, warranties or a person affiliated with Indemnitee while Indemnitee is in possession of material nonpublic information about the Company, or (b) the communication of material nonpublic information about the Company in connection with any transaction on or through the facilities of a national securities exchange or from or through a broker or dealer, other than as part of a securities offering covenants made by the Company; (e) Indemnitor to be inaccurate as of the date made, the Indemnitee will have no right or remedy after the Closing with respect to any transaction from which the Indemnitee derived an improper personal benefit to which he or she is not legally entitled; (f) for the return of any remuneration paid to the Indemnitee that is held by any court in a final judgment such inaccuracy and will be deemed to have been illegal or improper; (g) waived its rights to the extent that the Indemnitee's action or failure to act was (i) not indemnification in good faith, or (ii) in the case of conduct Indemnitee's official capacity with the Company, not in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or, in other cases, conduct was opposed to the Company's best interests, or (iii) with respect to any criminal Action, with reasonable cause to believe his or her conduct was unlawful; or (h) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.thereof. ​ ​

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

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

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

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