Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or 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 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 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 Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) 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 Loss, cause of action 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) 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 breach of this Agreement. (c) Each Party shall take, 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. (a) Other than All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for breach of the representations, warranties and covenants of Allied Parent and the Shareholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.17 or 6.5(c) hereof (the indemnification made by any Assignee Indemnified Party pursuant for which shall expire on the expiration of the applicable statute of limitations and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right to Section 6.2(amake claims for indemnification provided under this Article VIII shall expire two (2) years following the Closing Date (related to Assigning Parties representations and warranties, generally) or except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Shareholders and Allied Parent shall not be obligated to pay any amounts for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that under this Article VIII until the aggregate amount of indemnifiable Losses indemnification obligation sought by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) Investors hereunder 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 250,000, whereupon Shareholders and Allied Parent shall only be liable for the portion all amounts in excess of $250,000 for which indemnification may be sought; provided, however, that Shareholders and Allied Parent shall not be obligated to pay any amounts for indemnification under Section 8.1(E) until the Deductible up to a maximum aggregate amount indemnification obligation sought by Investors thereunder exceeds $100,000, whereupon Shareholders and Allied Parent shall be liable for all amounts in excess of $500,000 (100,000 for which indemnification may be sought. For purposes of making claims for indemnification under Section 8.1(A), any requirement in any representation or warranty that an event or fact be Material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the “Cap”). The Deductible does foregoing, in no event shall the aggregate liability of Shareholders and Allied Parent to Investors for breach of representations and warranties exceed the sum of $6,500,000; provided, however, that such $6,500,000 limitation shall not apply to the Note or include and shall not limit 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 Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: claims for (i) the Accounts Receivable Adjustment and the Net Worth Adjustment and (ii) breach of the representations and warranties of the Shareholders and Allied Parent under Sections 3.1, 3.2, 3.3, 3.4, 3.6, and 3.17 hereof; provided, further, that in no Assignee Indemnified Party event shall the aggregate liability of Shareholders and no Assignor Indemnified Party shall be entitled Allied Parent to indemnification, to ▇▇▇ for damages Investors 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 Company with respect to any Loss, cause claims described in clauses (i) and (ii) above exceed the sum of action the Purchase Price and the Redemption Price. However nothing in this Article VIII shall limit Investors or other claim to the extent it (A) is primarily a possible Shareholders in exercising or potential Loss, cause of action securing any remedies provided by applicable statutory 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 common law with respect to which such Party the conduct of Shareholders, Allied Parent or any Investors in connection with this Agreement or in the amount of its Affiliates has taken action (damages that it can recover from the other in the event that Investors successfully prove intentional fraud or caused action intentional fraudulent conduct in connection with this Agreement. All Indemnified Costs paid by Shareholders shall be deemed to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation reduction of the Purchase Price; and (iii) 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 Price paid to the breach of this AgreementAllied Parent by Investors hereunder. (c) Each Party shall take, 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. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made All Indemnifiable Costs sought by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or party hereunder shall be net of any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses insurance proceeds received by such Assignee Indemnified Party or 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 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 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 Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) 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 Loss, cause of action 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) Person with respect to such matter has been taken into account in claim (less the determination present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the Adjusted Net Working Capital or included in the calculation representations, warranties and covenants of the Purchase Price; and Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) no Party any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any consequential damages requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (including loss i) in no event shall the aggregate liability of revenue, income the Company and Mill▇▇ ▇▇ Buyer 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 Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement. (c) Each Party shall take, 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. (a) Other than No claim may be asserted nor may any Action be commenced against any party for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect to circumstances in the subject matter of such claim or Action on or prior to the date on which the Assigning Parties representation or warranty on which such claim or Action is based ceases to survive as set forth in Section 9.01, irrespective of whether the Buying Parties (as applicable) is finally adjudicated by a court subject matter of competent jurisdiction to such claim or action shall have committed fraud, any claims for indemnification made by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) occurred before or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses by after such Assignee Indemnified Party or 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 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 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 Agreement payable by the Buying Parties to the Assigning Partiesdate. (b) Notwithstanding anything to the contrary contained in this Agreement: : (i) no Assignee Indemnified Party and no Assignor Indemnified Party party hereto shall be entitled to indemnification, to ▇▇▇ for damages or to assert have any other right or remedy Liability under any provision of this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any Loss, cause of action 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) no Party shall be liable Ancillary Agreement for any consequential damages (including loss of revenue, income or profits, loss in value of assets or securities), punitive, speculativeincidental, trebleconsequential, remote, special, incidental special or indirect damages, diminution including loss of valuefuture revenue or income, multiples of revenue, profits or earnings or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement; and (ii) in the event a party hereto establishes prior to the Closing that any of the representations and warranties to survive the Closing in accordance with Section 9.01 are not true and correct as of the Closing, its sole and exclusive remedy with respect to any such breach shall be to not close the transaction if any such breach results in the nonsatisfaction of any of the conditions contained in Article VIII and no indemnification pursuant to Article IX shall be available in connection therewith; and (iii) no breach by the Seller or Parent of any representation, warranty, covenant or agreement in this Agreement shall be deemed to be a breach of this Agreement for any purpose hereunder, and neither the Purchaser nor any Affiliate of the Purchaser shall have any claim or recourse against the Seller with respect to such breach, under this Article IX or otherwise, if the Purchaser or any Affiliate of the Purchaser had, prior to the execution of this Agreement, actual knowledge of such breach. (c) Each For all purposes of this Article IX, “Losses” shall be net of (i) any insurance or other recoveries payable to the Indemnified Party shall take, and shall cause or its Affiliates in connection with the facts giving rise to takethe right of indemnification or (ii) any Tax benefit available to the Indemnified Party or its Affiliates arising in connection with the accrual, all commercially reasonable steps to mitigate incurrence or payment of any of its such Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware net present value of any event which would reasonably be expected toTax benefit arising in subsequent taxable years, calculated using the applicable short-term federal rate as defined in Section 1274(d) of the Code or does, give rise theretoany successor provision and assuming the highest applicable combined statutory rate of Tax then in effect).

Limits on Indemnification. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made All Indemnifiable Costs sought by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or party hereunder shall be net of any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses insurance proceeds received by such Assignee Indemnified Party or 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 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 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 Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) 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 Loss, cause of action 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) Person with respect to such matter has been taken into account in claim (less the determination present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the Adjusted Net Working Capital or included in the calculation representations, warranties and covenants of the Purchase Price; and Sellers under Sections 3.1, 3.2, 3.3, 3.6, 3.14, 3.17 or 6.5(d) hereof (iiifor which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII (other than indemnification required pursuant to Section 8.1(E) no Party above) until the aggregate indemnification obligation sought by Buyer hereunder exceeds $25,000, whereupon the Sellers shall be liable for all amounts for which indemnification may be sought; provided, however, that any consequential damages (including loss Indemnifiable Costs resulting from a breach by the Sellers of revenueany of his obligations under Section 5.6 or Section 6.5 hereof, 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 shall not be subject to the limitations set forth in this sentence, but shall be reimbursable by the Sellers to the Indemnified Parties on a dollar-for-dollar basis. Buyer shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation sought by the Sellers hereunder exceeds $25,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of Section 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers to Buyer or Buyer to the Sellers exceed the Purchase Price. However nothing in this Article VIII shall limit Buyer or the Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Sellers or Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Sellers shall be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement. (c) Each Party shall take, 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. (a) Other than with respect All representations and warranties in this Agreement shall survive Closing for a period of two years following the Closing Date; provided, however, that the Seller's representations and warranties set forth in Section 2.4 as to circumstances Seller's "good and marketable title to the Acquired Assets" shall survive in which the Assigning Parties perpetuity. No claim or the Buying Parties (as applicable) is finally adjudicated by a court action for breach of competent jurisdiction to have committed fraud, any claims for indemnification made representation or warranty shall be asserted or maintained by any Assignee Indemnified Party party hereto after the expiration thereof pursuant to Section 6.2(a) the preceding sentence except for claims made in writing prior to such expiration or actions (related to Assigning Parties representations and warrantieswhether instituted before or after such expiration). If such written notice is given, generally) or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or 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 survival period for the portion in excess of applicable representation or warranty shall continue until the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or 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 Agreement payable by the Buying Parties to the Assigning Partiesclaim is fully resolved. (b) Notwithstanding anything to Each party agrees that the contrary remedies set forth in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party Section 8, together with the remedies set forth in the Ancillary Agreements, 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) the sole and exclusive remedies which such party shall have from and after the Closing Date against the Assignor other party or any of its Affiliates with respect directors, officers, employees, Affiliates, agent or stockholders; provided, however, that no party hereto shall be deemed to have waived any Lossrights, cause claims, causes of action or other claim remedies if and to the extent it (A) is primarily a possible or potential Losssuch rights, cause claims causes of action or claim that such Party believes remedies may not be asserted rather than an actual Loss, cause waived under applicable law or fraud is proven on the part of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred a party 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third another party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) 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 breach of this Agreementhereto. (c) Each Party No party shall take, and shall cause its Affiliates be entitled to take, all commercially reasonable steps to mitigate indemnification under this Agreement or any of its Losses the Ancillary Agreements for consequential or incidental damages. (including incurring costs d) The obligation of the Seller to indemnify the extent necessary Purchaser pursuant to this Section 8 shall not exceed the Purchase Price. (e) The right to indemnification or other remedy based on the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably representations, warranties, covenants and agreements herein will not be expected affected by an investigation conducted with respect to, or doesany knowledge acquired (or capable of being acquired) at any time, give rise theretowhether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification or other remedy based on such representations, warranties, covenants and agreements.

Limits on Indemnification. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made All Indemnifiable Costs sought by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or party ------------------------- hereunder shall be net of any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses insurance proceeds received by such Assignee Indemnified Party or 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 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 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 Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) 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 Loss, cause of action 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) Person with respect to such matter has been taken into account in claim (less the determination present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the Adjusted Net Working Capital or included in the calculation representations, warranties and covenants of the Purchase Price; and Sellers under Sections 3.1, ------------- 3.2, 3.3, 3.17, 3.26 or 6.5 hereof (iii) no Party for which indemnification claims must be -------------------- --- made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall ------------ expire on April 1, 2001 (except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification ------------ obligation hereunder exceeds $25,000, whereupon the Sellers shall be liable for any consequential damages (including loss all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability 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 the Sellers to the breach Buyer and Global hereunder exceed the $10,000,000. Global shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate ------------ indemnification obligation hereunder exceeds $25,000, whereupon the Buyer and Global shall be liable for all amounts for which indemnification may be sought. However nothing in this Article VIII shall limit the Buyer, Global or the ------------ Sellers in exercising or securing any remedies provided by applicable common law with respect to the conduct of the Sellers, on the one hand, and the Buyer or Global, on the other, in connection with this Agreement or in the amount of damages that either such party can recover from the other party in the event that the Sellers, on the one hand, or the Buyer or Global, on the other, successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. (c) Each Party shall take, 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. (a) Other than All Adverse Consequences sought by any ------------------------- Party hereunder shall be net of any insurance proceeds received by such Party with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for breach of the representations, warranties and covenants of the Transferors under Sections 4.8, ------------ 4.19, and 4.21 hereof (for which indemnification claims must be made by any Assignee Indemnified Party prior to ---- ---- the expiration of the applicable statute of limitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved and made) and Sections 3.5 and 4.2 hereof (pursuant to Section 6.2(a) (related which the right to Assigning Parties representations and warranties, generally) or any make ------------ --- claims for indemnification under this Article IX shall survive the Closing Date ---------- indefinitely), the right to make claims for indemnification provided under this Article IX shall expire on the first anniversary of the Closing Date (except for ---------- claims made by prior to such date which shall continue after such date until finally resolved). The Transferor shall not be obligated to pay any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that amounts for indemnification under this Article IX until the aggregate amount of indemnifiable Losses indemnification ---------- obligation sought by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) the Acquirer hereunder exceeds an amount equal to $25,000 with 25,000, whereupon the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee Transferors shall only be liable for all amounts for which indemnification may be sought back to the portion in excess of the Deductible first dollar up to a maximum aggregate amount of $500,000 (indemnification by Transferors equal to the “Cap”)Transfer Consideration. The Deductible does Acquirer shall not apply be obligated to pay any amounts for indemnification under this Article IX until the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments aggregate ---------- indemnification obligation sought by the Buying Parties to Transferors hereunder exceeds $25,000, whereupon the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) 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 Loss, cause of action 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) no Party Acquirer 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 all amounts for which indemnification may be sought back to the first dollar. For purposes of Section 9.1 or 9.5, any requirement in any representation or warranty that an ----------- --- event or fact be Material or have a Material adverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of any individual Transferor to the Acquirer or the Acquirer to the Transferors exceed the Transfer Consideration received by such Transferor. However, nothing in this Article IX shall limit the Acquirer or the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Transferors or the Acquirer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that the Acquirer, USI or Transferors successfully prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. The amount of all Adverse Consequences paid by the Transferors shall be deemed to be a reduction of the Transfer Consideration paid by Acquirer under this Agreement. (c) Each Party shall take, 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. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification The representations and warranties made by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties Buyer and the VSI Stockholders and Sellers in this Agreement shall survive until the first anniversary of the Closing Date. Upon the expiration of such period, such representations and warranties, generally) or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations warranties shall lapse and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or 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 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 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 Agreement payable by the Buying Parties to the Assigning Partiesno further force and effect. (b) Notwithstanding anything any provision to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party , neither Buyer nor any VSI Stockholder or Seller shall be entitled have any right to indemnificationindemnification for breach of a representation or warranty by the other party if, as a result of the specific disclosure in this Agreement or in a schedule to ▇▇▇ for damages or to assert any other right or remedy under this Agreement (including, without limitation, the Buyer and VSI Stockholders Disclosure Schedule and Sellers Disclosure Schedule, in each case as supplemented prior to Closing), of the facts underlying such breach, the party seeking indemnification hereunder (whether under this ARTICLE VI Buyer, the VSI Stockholders or otherwiseSellers) against had actual knowledge as of the Assignor or any of its Affiliates with respect to any Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim Closing Date that such Party believes may be asserted rather than an actual Loss, cause of action representation 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party warranty was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) 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 breach of this Agreementfalse. (c) Each Party Notwithstanding any other provision of this Agreement, GE Capital and the VSI Stockholders shall takenot have any liability under Section 9.1, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs except to the extent necessary that aggregate Losses finally determined to remedy actually have been suffered or incurred by all VSI Indemnified Parties (in the breach which gives rise case of GE Capital) or Service America Indemnified Parties (in the case of the VSI Stockholders) under this Agreement (after reducing such Losses as set forth in Section 9.4), exceed Two Million Dollars ($2,000,000) (the "Basket Amount") and, in any case, only to the Lossesextent such Losses (as so reduced as set forth in Section 9.4) upon becoming aware exceed the Basket Amount; provided, that the Basket Amount for purposes of any Losses (i) subject to Section 7.13(a), arising from any claim made against any Buyer Company as a result of the termination of the employment of ▇▇▇▇▇▇ with Service America or the purchase, repurchase or redemption of the capital stock of Service America held by ▇▇▇▇▇▇ (subject to the occurrence of the Closing) shall be $200,000 (after reducing such Losses as set forth in Section 9.4); or (ii) pursuant to Sections 5.27 or 6.27 or under clause (iii) of Section 9.1(a) or clause (iii) of 9.1(b) shall be $200,000 (in each case, after reducing such Losses as set forth in Section 9.4) and, in the case of each of the clauses (i) and (ii) of this Section 9.3(c), only to the extent such Losses (as so reduced as set forth in Section 9.4) exceeds $200,000; and (iii) pursuant to Sections 5.14 or 6.14 shall be $500,000 (after reducing such Losses as set forth in Section 9.4) and to the extent such Losses (as so reduced as set forth in Section 9.4) exceeds $500,000, only to the extent such Losses (as so reduced as set forth in Section 9.4) exceeds $500,000. In any event, the total liability of either GE Capital or the VSI Stockholders, respectively, for Losses under Section 9.1(a), calculated after the reductions set forth in Section 9.4, shall not exceed (whether the VSI Stockholders or GE Capital is the Indemnifying Party) an amount of the Buyer Common Stock owned by the VSI Stockholders or GE Capital equal to the amount of Buyer Common Stock held by GE Capital or the same amount of Buyer Common Stock held by VSI Stockholders at the completion of the Financing and, if the Financing does not occur, at the Closing Date (after giving effect to consummation of the Contemplated Transactions). (d) Notwithstanding any other provision of this Agreement to the contrary, in the event that an amount is due to be paid with respect to indemnification of a Loss by either GE Capital or the VSI Stockholders, such amount may, at the election of the Indemnifying Party, be paid in Buyer Common Stock determined as set forth in the following sentence upon resolution of a claim under Section 9.2(a) or after a final judgement or an agreement or settlement under Section 9.2(b). The Indemnifying Party shall transfer to Buyer for cancellation a number of shares of Buyer Common Stock equal to the product of (i) the total number of shares of Buyer Common Stock held by the Indemnifying Party at the Closing Date (after giving effect to the adjustment in Section 2.2(b) and consummation of the Contemplated Transactions) (as adjusted for any stock split, stock dividend, combination or reclassification of Buyer Common Stock), times (2) a fraction, the numerator of which would reasonably is the amount of the Loss and the denominator of which is Adjusted Contract Value (as referred to in Schedule 2.2) of Service America (in the case GE Capital is the Indemnifying Party) or Buyer (in the case VSI Stockholders are the Indemnifying Party). In the event a claim under this Section 9 remains outstanding at the conclusion of the one-year period described in Section 9.3(a), then the number of shares of Buyer Common Stock sufficient to satisfy such claim (as determined by the parties or the arbitrators) shall be expected toplaced into escrow pending resolution of the claim or, or doesalternatively, give rise theretothe Indemnifying Party may agree in writing to extend the term during which no transfer of such shares will be allowed pursuant to the Stockholders' Agreement. To the extent that VSI Stockholders are the Indemnifying Party hereunder, all VSI Stockholders agree that the Service America Indemnified Parties may resolve any claim hereunder solely with Blackstone regardless of which VSI Stockholders the claim is brought against.

Limits on Indemnification. (a) Other than All Adverse Consequence sought by any ------------------------- Party hereunder shall be net of any insurance proceeds received by such Party with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for breach of the representations, warranties and covenants of the Transferors under Sections 4.8, ------------ 4.19, and 4.21 hereof (for which indemnification claims must be made by any Assignee Indemnified Party prior to ---- ---- the expiration of the applicable statute of limitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved and made) and Sections 3.5 and 4.2 hereof (pursuant to Section 6.2(a) (related which the right to Assigning Parties representations and warranties, generally) or any make ------------ --- claims for indemnification under this Article IX shall survive the Closing Date ---------- indefinitely), the right to make claims for indemnification provided under this Article IX shall expire on the first anniversary of the Closing Date (except for ---------- claims made by prior to such date which shall continue after such date until finally resolved). The Transferor shall not be obligated to pay any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that amounts for indemnification under this Article IX until the aggregate amount of indemnifiable Losses indemnification ---------- obligation sought by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) the Acquirer hereunder exceeds an amount equal to $25,000 with 75,000, whereupon the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee Transferors shall only be liable for the portion all amounts for which indemnification may be sought in excess of the Deductible $75,000 up to a maximum aggregate amount of $500,000 (indemnification by Transferors equal to the “Cap”)Transfer Consideration. The Deductible does Acquirer shall not apply be obligated to pay any amounts for indemnification under this Article IX until the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments aggregate ---------- indemnification obligation sought by the Buying Parties to Transferors hereunder exceeds $75,000, whereupon the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) 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 Loss, cause of action 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) no Party Acquirer shall be liable for any consequential damages (including loss all amounts for which indemnification may be sought in excess 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 $75,000 up to a maximum indemnification by Acquirer equal to the Stock Portion of the Transfer Consideration. For purposes of Section 9.1 or 9.5, any requirement in any representation or warranty that an ----------- --- event or fact be Material or have a Material adverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of any individual Transferor to the Acquirer or the Acquirer to the Transferors exceed the Transfer Consideration received by such Transferor. However nothing in this Article IX shall limit the Acquirer or the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Transferors or the Acquirer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that the Acquirer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. The amount of all Adverse Consequences paid by the Transferors shall be deemed to be a reduction of the Transfer Consideration paid by Acquirer under this Agreement. (c) Each Party shall take, 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. The TE Parties' and Macquarie Parties' (collectively the "Indemnitors") obligations to indemnify pursuant to this Article XIII are subject to the following limitations: (a) Other than with respect The Indemnitees' rights to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made by any Assignee Indemnified Party pursuant to Section 6.2(a) 13.1(a), shall terminate on November 1, 2009 (related to Assigning the "TE Parties representations and warranties, generally) or Indemnification Termination Date"); provided that if any claims notice for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only shall have been given to the extent that the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party Indemnitees on or 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 portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply prior to the Note TE Parties Indemnification Termination Date, the TE Parties' obligation to indemnify shall survive until the related claim for indemnification has been satisfied or 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 otherwise resolved as provided in this Agreement payable by the Buying Parties to the Assigning PartiesArticle XIII. (b) Notwithstanding anything The Indemnitees' rights to indemnification pursuant to Section 13.1(b), shall terminate on the expiration of the applicable statute of limitations (the "Macquarie Parties Indemnification Termination Date"); provided that if any notice for indemnification shall have been given to the contrary Indemnitees on or prior to the Macquarie Parties Indemnification Termination Date, the Macquarie Parties' obligation to indemnify shall survive until the related claim for indemnification has been satisfied or otherwise resolved as provided in this Agreement: (i) 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 Loss, cause of action 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) 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 breach of this AgreementArticle XIII. (c) Each Party In no event shall take, the aggregate Liability of the TE Parents and shall cause its Affiliates TE Power Opportunities pursuant to take, all commercially reasonable steps their obligation to mitigate any of its Losses (including incurring costs indemnify the Indemnitees under Section 13.1(a) exceed the aggregate consideration paid to the extent necessary ▇▇ ▇▇▇▇▇▇▇ as set forth in Column III of Annex B hereto; provided that, nothing in this Section 13.2(b) shall be deemed to limit in any respect any remedy to which the breach which gives rise to Indemnitees may be entitled in respect of fraud or willful misrepresentation by the LossesTE Parents and TE Power Opportunities. (d) upon becoming aware In no event shall the aggregate Liability of any event TE Management Shareholder pursuant to its obligation to indemnify the Indemnitees under Section 13.1(a) exceed the aggregate consideration paid to such TE Management Shareholder as set forth in Column III of Annex B hereto; provided that, nothing in this Section 13.2(d) shall be deemed to limit in any respect any remedy to which would reasonably the Indemnitees may be expected to, entitled in respect of fraud or does, give rise theretowillful misrepresentation by any TE Management Shareholder. (e) The amount of any Indemnified Loss shall be reduced by any available insurance proceeds actually received by Buyer with respect to such Indemnified Loss.

Limits on Indemnification. (a) Other than All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for breach of the representations, warranties and covenants of the Sellers under Sections 3.1, ------------- 3.2, 3.3, 3.14, 3.17 or 6.5 hereof (for which indemnification claims must be -------------------- --- made by prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall ------------ expire 18 months after the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any Assignee Indemnified Party pursuant amounts for indemnification under this Article ------- VIII until the aggregate indemnification obligation hereunder exceeds $75,000, ---- whereupon the Sellers shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers to Section 6.2(a) Global hereunder exceed $12,000,000 (related to Assigning Parties representations and warranties, generally) or except for any claims for breach of the representations, warranties and covenants of the Sellers under Sections 3.1, 3.2 or 3.3 which shall be limited to the Purchase Price). Global shall not be obligated to pay any amounts for indemnification made by any Assignor Indemnified Party pursuant under this Article VIII until the aggregate indemnification obligation hereunder ------------ exceeds $75,000, whereupon Global shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of the Global to Section 6.3(a) (related to Buying Parties representations Sellers for joint and warrantiesseveral claims hereunder exceed $12,000,000, generally) will be paid only except to the extent that the Earned Payout Amount is validly earned hereunder and is not otherwise paid by Global to the Sellers, in which case the sum of the Earned Payout Amount plus $12,000,000 shall be the maximum aggregate amount liability of indemnifiable Losses by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal Global to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties Sellers. However nothing in this Article VIII shall limit Global or the Buying Parties Sellers in exercising or Assignee shall only be liable for the 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 securing any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments ------------ remedies provided by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) 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 applicable common law with respect to any Loss, cause the conduct of action the Sellers or other claim to Global in connection with this Agreement or in the extent amount of damages that 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, can recover from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of event that Global or the Adjusted Net Working Capital Sellers successfully proves gross negligence, intentional fraud or included intentional fraudulent conduct in the calculation of the Purchase Price; and (iii) 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 breach of connection with this Agreement. (c) Each Party shall take, 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. (a) Other than All Indemnifiable Costs sought by ------------------------------ any party hereunder shall be net of any insurance proceeds received by such Person with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for breach of the representations, warranties and covenants of the Sellers under Sections 3.1, 3.2, 3.3, 3.14, 3.17, 3.26 or 6.5 hereof (for which ---------------------------------------- --- indemnification claims must be made by any Assignee Indemnified Party pursuant prior to Section 6.2(a) (related the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), the right to Assigning Parties representations and warranties, generally) or any make claims for indemnification provided under this Article VIII shall expire on the third anniversary of the ------------ Closing Date (except for claims made by prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that amounts for indemnification under this Article VIII until the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) ------------ indemnification obligation hereunder exceeds an amount equal to $25,000 with 10,413, whereupon the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee Sellers shall only be liable for the portion all amounts in excess of $10,413 for which indemnification may be sought. Notwithstanding the Deductible up to a maximum aggregate foregoing, such $10,413 amount of $500,000 (in the “Cap”). The Deductible does not apply to the Note or 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 Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party preceding sentence 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 Loss, cause of action 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, reduced to the extent the other Party was actually prejudiced thereby (Working Capital as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to reflected on the extent that Closing Balance Sheet is less than the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account Working Capital in the determination Preliminary Closing Balance Sheet. Notwithstanding the foregoing, in no event shall the aggregate liability of the Adjusted Net Working Capital or included in the calculation of Sellers to Global and Buyer hereunder exceed the Purchase Price; and (iii) no Party . Global and Buyer shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate ------------ indemnification obligation hereunder exceeds $25,000, whereupon Global and Buyer shall be liable for any consequential damages (including loss all amounts in excess of revenue$25,000 for which indemnification may be sought. Notwithstanding the foregoing, income or profits, loss in value no event shall the aggregate liability 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 Global and Buyer to the breach Sellers hereunder exceed the Purchase Price. However nothing in this Article VIII shall limit Global and Buyer or the ------------ Sellers in exercising or securing any remedies provided by applicable common law with respect to the conduct of the Sellers or Global and Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global and Buyer or the Sellers successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. (c) Each Party shall take, 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. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made All Indemnifiable Costs sought by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or party ------------------------- hereunder shall be net of any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses insurance proceeds received by such Assignee Indemnified Party or 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 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 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 Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) 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 Loss, cause of action 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) Person with respect to such matter has been taken into account in claim (less the determination present value of any premium increases occurring as a result of such claim). Except for any claims for breach of the Adjusted Net Working Capital or included in the calculation representations, warranties and covenants of the Purchase Price; and Sellers under Sections 3.1,3.2, ---------------- 3.3, 3.1 4, 3.17 or 6.5 hereof (iii) no Party for which indemnification claims must be made ---------------- --- prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall expire on ------------ the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder ------------ exceeds $25,000, whereupon the Sellers shall be liable for all amounts for which indemnification may be sought. Notwithstanding the foregoing, in no event shall the aggregate liability of the Sellers to Global and Buyer hereunder exceed the Purchase Price. Global and Buyer shall not be obligated to pay any consequential damages (including loss of revenueamounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds $25,000, income whereupon Global and Buyer shall be liable for all amounts for which indemnification may be sought. However nothing in this Article VIII shall limit Global and Buyer or profits, loss the Sellers in value of assets exercising 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 ------------ securing any remedies provided by applicable common law with respect to the breach conduct of the Sellers or Global and Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Global and Buyer or the Sellers successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. (c) Each Party shall take, 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. (a) Other than All Adverse Consequence sought by any ------------------------- Party hereunder shall be net of any insurance proceeds received by, or made available to, such Party with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for indemnification made by any Assignee Indemnified Party breach of the representations, warranties and covenants of the Transferors under Sections 3.5 and 4.2 hereof (pursuant to Section 6.2(a) (related which the right to Assigning Parties representations and warranties, generally) or any ------------ --- make claims for indemnification under this Article IX shall survive the Closing ---------- Date indefinitely), the right to make claims for indemnification provided under this Article IX shall expire on the first anniversary of the Closing Date ---------- (except for claims made by prior to such date which shall continue after such date until finally resolved). The Transferor shall not be obligated to pay any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that amounts for indemnification under this Article IX until the aggregate amount of indemnifiable Losses ---------- indemnification obligation sought by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) the Acquirer hereunder exceeds an amount equal to $25,000 with 150,000, whereupon the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee Transferors shall only be liable for all amounts for which indemnification may be sought back to the portion in excess of the Deductible first dollar up to a maximum aggregate amount of $500,000 (indemnification by Transferors equal to the “Cap”)Escrow Sum. The Deductible does Acquirer shall not apply be obligated to pay any amounts for indemnification under this Article IX until ---------- the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments aggregate indemnification obligation sought by the Buying Parties to Transferors hereunder exceeds $150,000, whereupon the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) 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 Loss, cause of action 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) no Party Acquirer 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 all amounts for which indemnification may be sought back to the first dollar. For purposes of Section 9.1 or 9.5, any requirement in any representation or ----------- --- warranty that an event or fact be Material or have a Material adverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, in no event shall the aggregate liability of the Acquirer to the Transferors exceed the Transfer Consideration received by such Transferor. However nothing in this Article IX shall limit the Acquirer or the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Transferors or the Acquirer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that the Acquirer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. The amount of all Adverse Consequences paid by the Transferors shall be deemed to be a reduction of the Transfer Consideration paid by Acquirer under this Agreement. (c) Each Party shall take, 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. (a) Other than Except with respect to a Tax Claim, 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 set forth in Section 11.1 (Survival), in which the Assigning Parties case such representation, warranty or the Buying Parties (covenant shall survive as applicable) is to such claim until such claim has been finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or 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 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 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 Agreement payable by the Buying Parties to the Assigning Partiesresolved. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) no Assignee the maximum aggregate amount of indemnifiable Losses that may be recovered from Seller by all Purchaser Indemnified Parties pursuant to Section 11.2(a) (Indemnification by Seller) shall be U.S.$180,000,000 (the “Cap”); provided, however, that the Cap shall not apply to indemnifiable Losses incurred by a Purchaser Indemnified Party that arise from (A) a breach or inaccuracy of a Core Representation or (B) fraud of Seller (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 no Assignor Indemnified Party shall be entitled to indemnification(B), to ▇▇▇ “Seller Special Losses”). The maximum aggregate liability of Seller for damages or to assert any other right or remedy under this Agreement indemnification claims (whether under this ARTICLE VI arising from Seller Special Losses or otherwise) against under this Section 11.6 shall not exceed the Assignor or any Purchase Price; provided, however, that there shall be no maximum liability for Losses incurred as a result of its Affiliates with respect to any Loss, cause fraud of action or other claim Seller (to the extent it (A) is primarily determined by a possible or potential Loss, cause final judgment not subject to appeal by a court 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)competent jurisdiction); (ii) no Seller shall not be liable to any 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 equals or exceeds U.S.$18,000,000 (the “Deductible Amount”), in which case Seller shall be entitled to recover any Loss to liable only for the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account Losses in the determination excess of the Adjusted Net Working Capital 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 calculation aggregate Losses for purposes of this clause (ii) other than Losses in excess of (A) U.S.$250,000 in respect of any claim for indemnification pursuant to Section 11.2(a) (Indemnification by Seller) as a result of the Purchase Pricebreach of Section 4.12 (Litigation) and (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 same facts, events or circumstances; andand provided, further, that neither the Deductible Amount nor the Minimum Loss Amount shall apply as a threshold to any indemnification claims for Seller Special Losses or for any Losses described in Section 11.4 (Indemnification for Taxes); (iii) 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 5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Execution; Validity of Agreement), 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); (iv) 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 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 this 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 a threshold to any indemnification claims for Purchaser Special Losses; (v) no Party shall be liable have any Liability under any provision of this Agreement for any consequential damages (including loss of revenue, income or profits, loss in value of assets or securities), punitive, speculativeincidental, trebleconsequential, remote, special, incidental special or indirect damages, diminution including business interruption, loss of value, multiples of revenuefuture revenue whether or not expected, profits or earnings income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, except to the extent that such damages are specifically included in Third Party Claims and result in Losses; and (vi) any claim for indemnification under this Section 11.6 by any Party shall be bona fide and made in good faith. (c) Each 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 Indemnified Party shall take, and shall cause or its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to in connection with the extent necessary to remedy the breach which gives facts giving rise to the Lossesright of indemnification and (ii) upon becoming aware any Tax Benefit realized by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of any event which would reasonably be expected to, or does, give rise theretoindemnification.

Limits on Indemnification. (a) No claim may be asserted against any Person for Proportionate Damages, unless written notice of such claim is given pursuant to Section 9.7 to the Principal Company Stockholder or the relevant Other than Holder, describing in reasonable detail the facts and circumstances with respect to circumstances 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 set forth in Section 2.1, in which the Assigning Parties case such representation, warranty or the Buying Parties (covenant shall survive as applicable) is to such claim until such claim has been finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or 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 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 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 Agreement payable by the Buying Parties to the Assigning Partiesresolved. (b) Notwithstanding anything any provision contained in this Agreement to the contrary in this Agreement: contrary: (i) no Assignee neither the Principal Company Stockholder nor any of the Other Holders (collectively, the “Stockholders”) shall be liable to any Indemnified Party for any claim for indemnification unless and no Assignor Indemnified Party until the aggregate amount of indemnifiable Proportionate Damages equals or exceeds $3,000,000, in which case the Stockholders shall be entitled to indemnification, to ▇▇▇ liable only 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 Loss, cause of action 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, Proportionate Damages 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect excess of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); amount; (ii) no the maximum aggregate amount of indemnifiable Proportionate Damages which may be recovered by the Indemnified Party Parties shall be entitled an amount equal to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination 20% of the Adjusted Net Working Capital or included in result of (x) the calculation Applicable Percentage multiplied by (y) the result of $25.21 multiplied by the Purchase PriceFully Diluted Shares; and (iii) no Proportionate Damages may be claimed by any Indemnified Party or shall be liable reimbursable by or shall be included in calculating the aggregate Proportionate Damages set forth in clause (i) above other than Proportionate Damages in excess of $10,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iv) no party hereto shall have any liability under any provision of this Agreement for any consequential damages (including loss of revenue, income or profits, loss in value of assets or securities), punitive, speculativeincidental, trebleconsequential, remote, special, incidental special or indirect damages, diminution including business interruption, loss of value, multiples of future revenue, profits or earnings income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement; (v) the liability of each Other Holder with respect to any Proportionate Damages hereunder shall be limited to such Other Holder’s Pro Rata Portion of such Proportionate Damages. The “Pro Rata Portion” of Proportionate Damages attributable to each Other Holder shall be determined by a fraction, the numerator of which is the aggregate number of shares of Company Common Stock and Option Shares subject to Vested Company Options held by such Other Holder immediately prior to the Effective Time, and the denominator of which is the sum of (x) the number of shares of Company Common Stock and Option Shares subject to Vested Stock Options held by all Other Holders plus (y) the number of shares of Class B Common Stock held by the Principal Company Stockholder, in each case immediately prior to the Effective Time. (c) Each Party For all purposes of this Article VII, “Proportionate Damages” shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate be net of (i) any of its Losses (including incurring costs insurance or other recoveries payable to the extent necessary to remedy Indemnified Party or its Subsidiaries in connection with the breach which gives facts giving rise to the Lossesright of indemnification and (ii) upon becoming aware any Tax benefit available to such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Proportionate Damages (including, without limitation, the net present value (using the Indemnified Party’s average cost of borrowing for the year in which such Proportionate Damages are first accrued, incurred or paid) of any Tax benefit arising in subsequent taxable years). (d) The Indemnified Parties and the Principal Company Stockholder shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by making commercially reasonably efforts to resolve any such claim or liability. In the event which would that any of Indemnified Parties and the Principal Company Stockholder shall fail to make such commercially reasonably efforts to resolve any claim or liability, then notwithstanding anything else to the contrary contained herein, the other party shall not be required to indemnify any person for any loss, liability, claim, damage or expense that could reasonably be expected toto have been avoided if the Indemnified Parties and the Principal Company Stockholder, or doesas the case may be, give rise theretohad made such efforts. (e) Notwithstanding any provision contained in this Agreement to the contrary, the Principal Company Stockholder shall not be required to make any payment as indemnification hereunder unless and until it has received, pursuant to the Redemption Agreement, an amount at least equal to the amount of any such payment.

Limits on Indemnification. (a) Other than No Indemnifying Party shall be responsible to indemnify any Indemnitee under this Agreement unless the Indemnitee shall have provided the Indemnifying Party with the appropriate notice of the indemnification Claim within the appropriate period of survival specified in Section 6.1 above. (b) Anything in this Agreement to the contrary notwithstanding, the amount of Losses for which Seller shall be liable to indemnify any Indemnitee shall be net of any realized income tax benefit to the Indemnitee resulting from such Losses. (c) Anything in this Agreement to the contrary notwithstanding, any Losses owing from an Indemnifying Party to an Indemnitee under this Agreement shall be reduced to the extent to which the Indemnitee actually receives any proceeds of any insurance policy that are paid with respect to circumstances the matter or occurrence that gave rise to the indemnification Claim. Each party covenants and agrees that all insurance policies maintained by it shall contain waiver of subrogation provisions with respect to the other party to this Agreement. Without limiting the foregoing, no Indemnitee shall be entitled to indemnification from Seller with respect to Losses attributable to a matter that would be covered by the Tail if a Claim were properly made under the Tail to the insurer providing the Tail, unless all Claims which may be made under the Tail have first been properly made. (d) Seller shall have no obligation to indemnify Indemnitee: (i) unless and until the aggregate amount of Losses for which all Indemnitees are seeking indemnification from Seller exceeds $50,000, in which the Assigning Parties event Indemnity shall be entitled to be indemnified for all such Losses, or the Buying Parties (as applicableii) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable all Losses by such Assignee Indemnified Party for which all Indemnitees are seeking or such Assignor Indemnified Party (as applicable) have received indemnification from Seller exceeds an the 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 portion in excess of the Deductible up Purchase Price actually paid to a maximum aggregate Seller under this Agreement, including, without limitation, payments of the principal amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or 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 Agreement payable by the Buying Parties to the Assigning PartiesBuyer Note. (be) Notwithstanding anything to the contrary in any other provision of this Agreement: (i) no Assignee Indemnified Party , and no Assignor Indemnified Party shall be entitled in addition to indemnification, to ▇▇▇ for damages or to assert any other rights and remedies available to Buyer, Seller and the Shareholders, jointly and severally, acknowledge and agree that Buyer shall have the right or remedy under this Agreement of set-off and reduction (whether under this ARTICLE VI or otherwise"Set-Off") against the Assignor Buyer Note and against any other amounts owed to either Seller or each Shareholder by Buyer or any of its Affiliates with in respect to any Loss, cause of action 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 all Losses with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or Buyer is entitled to recoverindemnification under this Article VI. If Buyer elects to exercise its right of Set-Off pursuant to the provisions of the immediately preceding sentence, Buyer shall give written notice thereof to Seller and Escrow Agent (as such term is defined in respect the Escrow Agreement) specifying the nature and amount of such LossClaim, cause the obligation(s) owing to Seller and/or the Shareholders against which the Set-Off is being exercised and that Buyer has exercised its right of action of claimSet-Off and, from any third party (including an insurance provider), or (D) failed to give timely notice concurrently with the giving of such Lossnotice, cause of action or claim, Buyer shall deposit with the Escrow Agent a sum equal to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination amount of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) 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 breach of this AgreementSet-Off. (c) Each Party shall take, 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. (a) Other than All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to circumstances in which such claim (less the Assigning Parties or the Buying Parties (present value of any premium increases occurring as applicable) is finally adjudicated by a court result of competent jurisdiction to have committed fraud, such claim). Except for any claims for breach of the representations, warranties and covenants of the Seller under Sections 3.1, 3.2, 3.3, 3.14, 3.17 or 6.5 hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved) and except for claims for breach of any covenant of this Agreement that by any Assignee Indemnified Party pursuant its terms expires after the second anniversary hereof, the right to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or any make claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or 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 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 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 provided under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnification, to ▇▇▇ for damages Article VIII or to assert any other right claim arising under or remedy under in connection with this Agreement (whether under this ARTICLE VI including, without limitation, any claim for breach of any warranty, representation, or otherwisecovenant) against shall expire on the Assignor or second anniversary of the Closing Date (except for claims reasonably specified in writing prior to such date which shall continue after such date until finally resolved). Notwithstanding the foregoing, the right of Buyer to make any of its Affiliates claim for damages with respect to outstanding Company Options shall survive indefinitely and shall not expire. The Seller and Shareholders shall not be obligated to pay any Lossamounts for indemnification under this Article VIII until the aggregate indemnification obligation hereunder exceeds the Indemnification Basket Amount, cause of action or other claim to whereupon 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation of the Purchase Price; and (iii) no Party Seller and Shareholders shall be liable for any consequential damages (including loss all amounts in excess of revenuethe Indemnification Basket Amount for which indemnification may be sought; provided, income or profitshowever, 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 that the breach of this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, Indemnification Basket Amount will be reduced by $50,000 for 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.claims for which

Limits on Indemnification. (a) Other than All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, such claim. Except for any claims for breach of the representations, warranties and covenants of the Sellers under Sections 3.1, 3.2, 3.3, 3.6, 3.17 or 6.5(d) hereof (for which indemnification claims must be made by any Assignee Indemnified Party pursuant prior to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) the expiration of the applicable statute of limitations or any extension thereof consented to by the Indemnifying Party and if so made, such claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall expire on the second anniversary of the Closing Date (except for claims made by prior to such date which shall continue after such date until finally resolved). The Sellers shall not be obligated to pay any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that amounts for indemnification until the aggregate amount of indemnifiable Losses indemnification obligation sought by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) Buyer hereunder 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 160,000, whereupon Sellers shall only be liable for the portion all amounts for which indemnification may be sought in excess of such amount. Notwithstanding the Deductible up foregoing, in no event shall the aggregate liability of either Seller for indemnification exceed the respective portion of the Purchase Price received by such Seller. However nothing in this Article VIII shall limit Buyer or Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to a maximum aggregate the conduct of Sellers or Buyer in connection with this Agreement or in the amount of $500,000 (damages that it can recover from the “Cap”). The Deductible does not apply to other in the Note event that Buyer successfully proves intentional fraud or 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 intentional fraudulent conduct in connection with this Agreement payable by the Buying Parties to the Assigning PartiesAgreement. (b) Notwithstanding anything the foregoing or any provision contained in this Agreement to the contrary contrary, each Seller shall have sole liability in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be entitled to indemnificationrespect of breaches of his respective representations, to ▇▇▇ for damages warranties 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 Loss, cause of action 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, covenants in respect of such LossSellers and his Shares, cause which liability shall in all respects be several and not joint, and the other Seller shall not have any liability for the breaches of action any representation, warranty or covenant in respect of claimthe other Seller or such other Seller's Shares. (c) For purposes of Sections 8.1 or 8.5, from any third party (including requirement in any representation or warranty that an insurance provider)event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or (D) failed fact to give timely notice constitute a misrepresentation or breach of such Loss, cause of action representation or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a));warranty shall be ignored. (iid) no Indemnified Party All Indemnifiable Costs paid by the Sellers shall be entitled deemed to recover any Loss to the extent that the Loss comprising be a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Adjusted Net Working Capital or included in the calculation reduction of the Purchase Price; and (iii) 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 breach of Price paid by Buyer under this Agreement. (ce) Each Party shall takeNotwithstanding anything to the contrary contained in this Article VIII, any party may undertake the defense of any third party claim pursuant to alleged indemnification obligations hereunder with full reservation of rights, and if it shall cause its Affiliates ultimately be determined that the party seeking indemnification is not entitled thereto with respect to takesuch claim, then the party seeking indemnification shall reimburse to the party or parties undertaking such defense, all commercially indemnification payments in respect of such claim made as well as the reasonable steps to mitigate any fees and costs of its Losses (such defense, 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 toreasonable attorneys fees. No indemnification of, or doesreimbursement for, give rise theretothe fees or costs of litigation shall be payable under this Article VIII by any party in connection with a bona fide dispute between such party and any other party regarding any matter arising under this Agreement, the costs and expenses of which shall be borne by the parties hereto in accordance with the terms of Section 10.4.

Limits on Indemnification. (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made All Indemnifiable Costs sought by any Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or party hereunder shall be net of any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses insurance proceeds received by such Assignee Indemnified Party or 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 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 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 Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) 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 Loss, cause of action 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 time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) Person with respect to such matter has been taken into account in the determination claim. Except for any claims for breach of the Adjusted Net Working Capital representations and warranties of Seller and Shareholder under Sections 3.3 or included in 3.14 hereof (the calculation indemnification for which shall expire on the expiration of the Purchase Price; and applicable statute of limitations except for claims made prior to such date which claims shall continue after such date until finally resolved), the right to make claims for indemnification provided under this Article VIII shall expire on the second anniversary of the Closing Date (iii) no Party except for claims made prior to such date which shall continue after such date until finally resolved). Seller and Shareholder shall not be obligated to pay any amounts for indemnification under this Article VIII until the aggregate indemnification obligation to which Buyer is entitled hereunder exceeds $150,000, whereupon Seller shall be liable for all amounts for which indemnification may be sought. For purposes of Sections 8.1 or 8.5, any consequential damages (including loss requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of revenuesuch representation or warranty shall be ignored. Notwithstanding the foregoing, income in no event shall the aggregate liability of Seller and Shareholder to Buyer exceed the Purchase Price. However nothing in this Article VIII shall limit Buyer or profits, loss Seller and Shareholder in value of assets exercising 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 securing any remedies provided by applicable common law with respect to the breach conduct of Seller and Shareholder or Buyer in connection with this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any Agreement or in the amount of its Losses (including incurring costs to damages that it can recover from the extent necessary to remedy other in the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, that Buyer successfully proves intentional fraud or does, give rise thereto.intentional fraudulent conduct