Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. (a) Notwithstanding any other provision of this Agreement to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until the aggregate amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereof.

Limitations on Indemnification. (a) Notwithstanding any other provision of this Agreement to the contrary, the Partiesparties' obligations pursuant to this Article IV IX are, and at all times shall be, subject to the limitations set forth in this Section 4.39.3. The Parties parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until the aggregate dollar amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be determined taking into account all Indemnifiable Losses (except for Indemnified Losses to which the Indemnity Cap does not apply) asserted against or suffered by the Buyer Indemnitees or the Seller Indemnitees, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b9.3(b)), following which the indemnifying Party party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the aggregate amount of Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed exceeds the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV IX shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b9.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereof.

Limitations on Indemnification. (a) Notwithstanding any other provision of this Agreement Section 7, (i) no Indemnified Party shall be entitled to the contrary, the Parties' obligations indemnification hereunder for Damages arising out of or based upon any inaccuracy in or breach of any representation or warranty or breach of covenant made in or pursuant to this Article IV areAgreement until the aggregate of all Damages incurred by the Indemnified Parties in the group to which such Indemnified Party belongs (either Indemnified TeleSpectrum Parties, as a group, or Indemnified IDRC Parties, as a group) exceeds $250,000 (the "Deductible Amount"), and at all times then ----------------- such Indemnified Party shall bebe entitled to indemnification for its Damages in excess of the Deductible Amount, subject to (ii) the limitations set forth in this Section 4.3. The Parties stockholders of IDRC and the IDRC Optionholders, as a group, shall not be required to indemnifyindemnify the TeleSpectrum Indemnified Parties for an aggregate amount in excess of $9,000,000 under Section 7.2 hereof, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee(iii) except as set forth in the Indemnity Escrow Agreement, the stockholders of IDRC and the IDRC Optionholders, as a group, shall not be required to indemnify the case may be, until the TeleSpectrum Indemnified Parties for an aggregate amount in excess of $3,000,000 under Section 7.3 hereof, and (iv) TeleSpectrum shall not be required to indemnify the IDRC Indemnified Parties for an aggregate amount in excess of $9,000,000 under Section 7.4 hereof. Without limiting the generality of the Buyer Indemnifiable Losses or Seller Indemnifiable Lossesforegoing, as any indemnification payments required to be made by the case may be, exceeds stockholders of IDRC and the IDRC Optionholders hereunder shall be made exclusively from the Escrow Securities held by the Escrow Agent under the Indemnity Basket (as defined Escrow Agreement, and TeleSpectrum shall have no recourse against any stockholders of IDRC and the IDRC Optionholders in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basketconnection with any indemnification claim hereunder. In addition, the Seller's and DQE's liability, taken together, calculation of the Deductible Amount shall include any Damages incurred by an Indemnified Party for Buyer Indemnifiable Losses and which the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by Indemnified Party would have been entitled to claim indemnification under this Article IV shall in no event exceed an aggregate amount VII with respect to a breach of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability representation or warranty but for a particular Buyer Indemnifiable Loss such representation or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited warranty being qualified by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofmateriality.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) Notwithstanding any other provision of this Agreement to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties Seller shall not be required to indemnify, defend indemnify Buyer or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until Buyer-Related Entities under Section 11.1 unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 11.1 exceeds the Basket Limitation and, in such event, Seller shall be responsible only for such amount in excess of the Buyer Indemnifiable Losses or Seller Indemnifiable LossesBasket Limitation, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall b) in no event exceed an aggregate amount shall the liability of dollars equal Seller with respect to the Indemnity Cap (as defined indemnification provided for in Section 4.3(b)); provided, however, 11.1 exceed in the aggregate the Cap Limitation (provided that in determining whether Seller’s obligations under Article X with respect to prorations and adjustments and Seller’s obligations under Section 14.2 with respect to the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss brokers shall not be subject to the Basket Limitation or the Cap Limitation), and (c) in the event Buyer obtains knowledge of or is aware of any inaccuracy or breach of any representation, warranty, or covenant of Seller contained in this Agreement (a “Buyer Waived Breach”) after the Effective Date but prior to the Closing, and nonetheless proceeds with and consummates the Closing, then Buyer and any Buyer's liability -Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for a particular Seller Indemnifiable Loss, in either case, pursuant to indemnification under this Article IV is limited by the Indemnity CapXI for, the Parties shall refer to the Indemnity Cap that is or was any other claim or cause of action under this Agreement, whether at law or in effect equity on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice account of any such Buyer Indemnifiable Loss Waived Breach. In no event shall Buyer be entitled to seek or obtain consequential, speculative, special, punitive or exemplary damages against Seller. In no event shall Seller Indemnifiable Lossbe entitled to seek or obtain consequential, as the case may bespeculative, to the Seller as contemplated by Section 4.4 hereofspecial, punitive or exemplary damages against Buyer.

Limitations on Indemnification. (a) Notwithstanding any other provision of this Agreement anything herein to the contrary, the Parties' obligations pursuant to this Article IV are, Seller and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties each Member shall not be required obligated to indemnifyindemnify the Purchaser Indemnified Persons under this Article 11: (i) unless the aggregate of all Purchaser Damages exceeds 0.5% of the Purchase Price (which, defend or hold harmless any Buyer Indemnitee or Seller Indemniteefor purposes of this Section 11.6, shall be deemed to be the total purchase price reflected in the purchase price allocation specified on Schedule 2.5, as may be adjusted pursuant to Sections 2.3 and 2.4), as adjusted (the “Seller’s Basket”), in which case may be, until the aggregate amount such Purchaser Indemnified Persons shall be entitled to recover all Purchaser Damages in excess of the Buyer Indemnifiable Losses Seller’s Basket or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only ii) to the extent that the Buyer Indemnifiable Losses or aggregate of all Purchaser Damages exceeds 10% of the Seller Indemnifiable LossesPurchase Price, as adjusted (the case may be, exceed the Indemnity Basket. In addition, the “Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)’s Indemnification Cap”); provided, however, that in determining whether the Seller's ’s Indemnification Cap and DQE's liability the Seller’s Basket shall not apply to any Seller or Member indemnification obligation (w) arising out of, relating to or resulting from fraud or intentional misrepresentation by Seller or a Member; (x) arising out of, relating to or resulting under Section 11.2(c), (d), (e), (f) or (g); (y) from a breach of any of Seller’s or any Member’s representations or warranties in Sections 4.15(a) (Title) or 4.27 (Taxes); or (z) arising out of, relating to or resulting from a breach of any of Seller’s or any Member’s representations or warranties in Section 4.26 (Environmental Matters), in which case Seller and each Member shall not be obligated to indemnify the Purchaser Indemnified Persons for Purchaser Damages arising out of, relating to or resulting from a particular Buyer Indemnifiable Loss breach of any of Seller’s or any Member’s representations or warranties in Section 4.26 (Environmental Matters) to the extent that the aggregate of all such Purchaser Damages exceeds Twenty Million U.S. Dollars ($20,000,000) (the “Environmental Representation Cap”); provided, however, that (a) any Purchaser Damages counted toward the Seller’s Indemnification Cap shall not be counted toward the Environmental Representation Cap and vice versa, and (b) the Environmental Representation Cap shall not limit any other indemnification obligation of Seller or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to Members under this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofAgreement.

Limitations on Indemnification. No Indemnitor shall be liable for an indemnification claim made under clause (a) Notwithstanding any other provision of this Agreement to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend VIII.2 or hold harmless any Buyer Indemnitee or Seller IndemniteeSection VIII.3, as the case may be, : (a) for which a claim for indemnification is not asserted hereunder on or before the Survival Date; (b) unless and until the aggregate amount of Losses incurred by GoIP Indemnitees in the Buyer Indemnifiable Losses aggregate under clause (a) of Section VIII.2 or Seller Indemnifiable Lossesby Transworld Indemnitees in the aggregate under clause (a) of Section VIII.3, as the case may beapplicable, exceeds Twenty-Five Thousand U.S. Dollars ($25,000) (the Indemnity Basket “Basket”) in which case the applicable Indemnitor shall be obligated to the applicable Indemnitee for the amount of all Losses of such Indemnitees from the first dollar of Losses of the Indemnitees required to reach the Basket; or (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only c) to the extent that Losses incurred by GoIP Indemnitees in the Buyer Indemnifiable Losses aggregate under clause (a) of Section 7.2 or by Transworld Indemnitees in the Seller Indemnifiable Lossesaggregate under clause (a) of Section 7.3, as the case may beapplicable, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity value of the Escrow Shares (the “Indemnification Cap”). Notwithstanding the foregoing: (i) the Indemnification Cap shall not apply to indemnification claims to the extent amounts are actually paid under insurance maintained by the Indemnitor (as defined in Section 4.3(b)or any of its Affiliates); providedand (ii) the Basket and the Indemnification Cap shall not apply to indemnification claims that are based in whole or in part upon fraud, however, that in determining whether the Seller's willful misconduct or intentional misrepresentation. The Indemnification Cap and DQE's liability for a particular Buyer Indemnifiable Loss Basket shall apply only to indemnification claims made under clause (a) of Section VIII.2 or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, Section VIII.3 and shall not affect or apply to any other indemnification claim made pursuant to this Article IV is limited by the Indemnity CapAgreement, the Parties shall refer to the Indemnity Cap that is including those asserted under any other clause of Section VIII.2 or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofVIII.3.

Limitations on Indemnification. (a) Notwithstanding any other provision of this Agreement anything to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth contrary contained in this Section 4.3. The Parties Agreement, Seller shall not be required obligated to indemnifyindemnify Buyer (i) under Section 8.2(a), defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until unless the aggregate amount of all Buyer Damages exceeds Ten Thousand Dollars ($10,000) (the “Seller’s Basket”), in which case the Buyer shall be entitled to recover all Buyer Damages, in excess of the Buyer Indemnifiable Losses Seller’s Basket or Seller Indemnifiable Losses(ii) under Section 8.2, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the aggregate of all Buyer Indemnifiable Losses or Damages exceeds (A) One Million dollars ($1,000,000) less any Payment Amounts delivered by Buyer under Section 6.9 (“Seller’s Cash Indemnification Cap”) plus (B) the Seller Indemnifiable Losses, aggregate value of 50% of the shares of Buyer’s common stock issuable under the Warrant as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined such value is determined in Section 4.3(b)12 of the Warrant (“Seller’s Warrant Indemnification Cap”; and together with Seller’s Cash Indemnification Cap, “Seller’s Indemnification Cap”); provided, however, that in determining whether (I) the Seller's ’s Basket and DQE's liability the Seller’s Indemnification Cap shall not apply to any such indemnification obligations arising out of, relating to or resulting from (y) fraud or intentional misrepresentation by Seller; or (z) a breach of any of the Fundamental Representations and (II) except for Buyer Damages arising out of, relating to or resulting from fraud by Seller, in no event shall the aggregate of all Buyer Damages hereunder exceed the Consideration. The preceding notwithstanding, except for Buyer Damages arising out of, relating to or resulting from fraud by Seller, if Buyer shall have a particular Buyer Indemnifiable Loss claim for indemnification under Section 8.2(c) which it would also have a claim for indemnification under Section 8.2(a), which claim would be subject to the Seller’s Basket or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Seller’s Indemnification Cap, then the Parties Seller’s Basket shall refer apply to such claim even if brought under Section 8.2(c); provided, however, that the Indemnity Cap Seller’s Basket shall not apply to a Claim for an Excluded Liability that is or was in effect listed on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofSchedule 2.3(a).

Limitations on Indemnification. (a) Notwithstanding any other provision of this Agreement to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties Seller shall not be required to indemnify, defend or hold harmless indemnify any Buyer Indemnitee or Seller Indemnitee, as the case may be, until Indemnified Party under Section 7.2(a)(i) unless the aggregate amount of Losses the Buyer Indemnifiable Indemnified Parties are entitled to recover under this Article VII exceeds one hundred thousand dollars ($100,000.00) (the “Deductible”) and then the Seller shall be required to indemnify the applicable Buyer Indemnified Parties, subject to the other limitations contained herein, solely for the amount of such Losses in excess of the Deductible; provided, that, the Deductible shall not apply to Losses arising from (i) breaches of any of the Fundamental Representations and/or (ii) fraud. (b) The maximum amount of Losses on a collective basis that may be recovered or Seller Indemnifiable asserted in any claim(s) by the Buyer Indemnified Parties under Section 7.2(a)(i) (other than with respect to fraud or any inaccuracy or breach of any Fundamental Representation) is an amount equal to three million dollars ($3,000,000.00). (c) Except for fraud, the maximum amount of Losses on a collective basis that may be recovered or asserted in any claim(s) by the Buyer Indemnified Parties under this Agreement is an amount equal to the Final Purchase Price. (d) The amount of any Losses for which indemnification is provided for under this Article VII (without giving effect to limitations) shall be calculated net of any insurance proceeds or other amounts actually received by the Indemnitee from third parties with respect to such Losses, as in each case, net of the case may bepresent value of any increases in premiums, exceeds any costs of collection, deductibles or other costs or Taxes resulting therewith. Any Losses for which any Indemnitee is entitled to indemnification under this Article VII shall be determined without duplication of recovery by reason of the Indemnity Basket state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant, or agreement. (as defined in Section 4.3(b))e) Following the Closing, following which the indemnifying Party shall indemnify, defend and hold harmless each of the Buyer Indemnitees or Indemnified Parties and the Seller IndemniteesIndemnified Parties shall, as the case may be, only to the extent that the Buyer Indemnifiable required by applicable Law, take commercially reasonable actions to mitigate all Losses incurred or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated reasonably expected to be incurred by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap it (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereof.including costs

Limitations on Indemnification. (a) Notwithstanding any other provision of this Agreement to the contrary, the Parties' parties’ obligations pursuant to this Article IV IX are, and at all times shall be, subject to the limitations set forth in this Section 4.39.3. The Parties parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until the aggregate dollar amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, as determined by taking into account all Indemnifiable Losses (except for Indemnified Losses to which the Indemnity Cap does not apply) asserted against or suffered by the Buyer Indemnitees or the Seller Indemnitees, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b9.3(b)), following which the indemnifying Party party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the aggregate amount of Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed exceeds the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, ’s liability for Buyer Indemnifiable Losses and the Buyer's ’s liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV IX, shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b9.3(b)); provided, however, that (i) in determining whether the Seller's and DQE's ’s liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant Losses exceeds an aggregate amount of dollars equal to this Article IV is limited by the Indemnity Cap, the Parties parties shall refer include in such aggregate amount of dollars the amount, if any, of the Seller’s liability for Buyer Indemnifiable Losses in respect of the Hxxxxxx Claims, if any, and (ii) in determining whether the Buyer’s liability for Seller Indemnifiable Losses exceeds an aggregate amount of dollars equal to the Indemnity Cap that is or was Cap, the parties shall include in effect on such aggregate amount of dollars the date that amount, if any, of the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Buyer’s liability for Seller Indemnifiable LossLosses in respect of the COBRA Claims, as the case may be, to the Seller as contemplated by Section 4.4 hereofif any.

Limitations on Indemnification. (ai) Notwithstanding Other than in instances of fraud, intentional misrepresentation, or willful misconduct or breach of any of the Fundamental Representations, no Indemnitee shall be entitled to recover any Losses for breach of the representations and warranties of any party contained herein, unless such Indemnified Party's cumulative aggregate claims therefor exceed two hundred thousand dollars ($200,000) (the “Basket”)), in which case the Indemnitee shall be entitled to recover all Losses. Further, other provision than in instances of fraud, intentional misrepresentation, or willful misconduct or breach of any of the Fundamental Representations, in no event shall either one of the following conditions take place: (A) the cumulative aggregate liability of the Seller Indemnitors under this Agreement exceed five percent (5%) of the Total Purchase Consideration, allocated between cash and Warrants in the same proportion as the form of consideration paid for the Delivered Purchase Consideration, or (B) the liability of any Seller Indemnitor under this Agreement exceed five percent (5%) of the pro rata portion (calculated based on the proportion of Delivered Purchase Consideration finally determined to be payable (without the possibility of appeal) to or received by such Seller Indemnitor) of the Total Purchase Consideration, allocated between cash and Warrants in the same proportion as the form of consideration paid for the Delivered Purchase Consideration. For each Seller Indemnitor, in the event of a breach of any of the Seller’s Fundamental Representations, or in instances of fraud, intentional misrepresentation, or willful misconduct that are not directly attributable to such Seller Indemnitor, including without limitation, any indemnification obligations of the Seller Indemnitors under clause (iv) of Section 8.02(a) of this Agreement or any indemnification due to a breach of Section 2.04(5) of this Agreement, then the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or liability of such Seller Indemnitee, as the case may be, until the aggregate amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV Indemnitor shall in no event exceed an aggregate amount 100% of dollars equal the consideration that it has received pursuant to the Indemnity Cap terms of this Agreement and/or the Distribution Agreement. However, in instances of fraud, intentional misrepresentation, or willful misconduct on the part of a Seller Indemnitor that are the direct and proximate cause of Losses to Buyer Indemnitees, then the foregoing limitations on indemnification shall not apply to the liability of only such Seller Indemnitor(s) that are the direct and proximate cause of such Losses of the Buyer Indemnitees. Buyer Indemnitees shall first seek indemnification from the Escrow Fund (as defined in Section 4.3(bthe Escrow Agreement)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to not seek indemnification from the Seller as contemplated by Section 4.4 hereof.Indemnitors until the Escrow Fund is exhausted. Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 50 of 98 Page ID #:677 Execution Copy

Limitations on Indemnification. (a) Notwithstanding Seller shall not have any other provision obligation to indemnify any of this Agreement the Purchaser Indemnitees from and against any Claims or Costs under clause (a) of Section 7.2, above, until the Purchaser Indemnitees (in the aggregate) have suffered Claims or Costs as a result of any of the matters as to which Seller is obligated to indemnify, defend, and hold the contrary, the Parties' obligations Purchaser Indemnitees harmless pursuant to this Article IV areSection 7.2 above that exceed the amount of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) (such amount being referred to as the "Basket"), PROVIDED, HOWEVER, that once the Basket is exceeded, Seller shall be obligated to pay Claims or Costs from the first dollar. By way of explanation, and at all times shall benot by way of limitation, subject if the Purchaser Indemnitees suffer, in the aggregate, Claims or Costs as a result of any of the matters as to which Seller is obligated to indemnify the limitations set forth in this Purchaser Indemnitees pursuant to clause (a) of Section 4.3. The Parties 7.2 above that equal Fifteen Thousand and No/100ths Dollars ($15,000.00), then Seller shall not be required obligated to indemnifyindemnify the Purchaser Indemnitees for such Claims or Costs. However, defend and by way of further example, and not by way of limitation, if the Purchaser Indemnitees suffer, in the aggregate, Claims or hold harmless Costs as a result of any Buyer Indemnitee matter or matters as to which Seller Indemniteeis obligated to indemnify the Purchaser Indemnitees pursuant to clause (a) of Section 7.2 above that equal One Hundred Fifty Thousand and No/100ths Dollars ($150,000.00), as then Seller shall be obligated to indemnify the case may bePurchaser Indemnitees for ALL OF such Claims or Costs (i.e., until Seller shall be obligated to indemnify the aggregate amount Purchaser Indemnitees for the full $150,000.00 of such Claims or Costs). Without limiting the generality of the Buyer Indemnifiable Losses or foregoing, it is expressly agreed by Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall that Seller's liability to indemnify, defend and hold harmless the Buyer Purchaser Indemnitees for any Claims or Costs incurred by the Seller IndemniteesPurchaser Indemnitees as a result of the matters referenced in items (b), as the case may be(c), only (d), (e), or (f) of Section 7.2 above shall NOT be subject to the extent that the Buyer Indemnifiable Losses any threshold, floor amount, or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap any similar limitation (as defined in Section 4.3(b)); provided, however, that such Claims or Costs incurred by Purchaser as a result of the matter or matters referenced in items (b), (c), (d), (e), or (f) of Section 7.2 above SHALL be included for the purposes of determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofBasket has been reached).

Limitations on Indemnification. (a) Notwithstanding With respect to any other provision of this Agreement to Losses claimed by the contrary, the Parties' obligations Purchaser Indemnified Parties or Seller Indemnified Parties pursuant to this Article IV areSections 7.2(a) or 7.3(a), and at all times shall beas applicable, subject to only, (i) no Losses may be claimed by the limitations set forth in this Section 4.3. The Purchaser Indemnified Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller IndemniteeIndemnified Parties other than Losses in excess of $37,500 (the “De Minimis Amount”) resulting from any single claim or series of related claims arising out of the same facts, events or circumstances (nor shall such Loss in the amount of less than the De Minimis Amount, together with all other Losses resulting from the same facts, events or circumstances, be applied to or considered for purposes of calculating the Basket Amount as described in clause (ii) below), (ii) neither Seller nor Purchaser, as the case may beapplicable, shall have any indemnification obligations for Losses under this ARTICLE VII unless and until the aggregate amount of the Buyer Indemnifiable all such Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to one million dollars ($1,000,000) (the Indemnity Cap (as defined in Section 4.3(b)“Basket Amount”); provided, howeverthat from and after such time as the total amount of Losses actually incurred by the Purchaser Indemnified Parties or Seller Indemnified Parties, as applicable, under this ARTICLE VII exceeds the Basket Amount, Seller or Purchaser, as applicable, shall be liable only for the amount that exceeds the Basket Amount and (iii) in determining whether no event shall the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss aggregate indemnification to be paid by Seller or the Buyer's liability for a particular Seller Indemnifiable LossPurchaser, in either caseas applicable, pursuant to this Article IV is limited ARTICLE VII (other than claims based on the Seller Fundamental Representations or the representations and warranties contained in Section 3.10 (Taxes)) exceed fifteen million dollars ($15,000,000); provided that the foregoing limitation in clause (iii) shall not apply with respect to any Losses based upon or resulting from any inaccuracy in or breach of any Compliance Representations, which shall be limited, when combined with the aggregate indemnification to be paid by Seller for Losses claimed by the Indemnity CapPurchaser Indemnified Parties pursuant to Section 7.2(a) (other than for claims based on Seller Fundamental Representations or the representations and warranties contained in Section 3.10 (Taxes)), to an amount equal to twenty-five million dollars ($25,000,000); provided, further that the foregoing limitations set forth in clauses (i), (ii) and (iii) above shall not apply to any Losses based upon or resulting from any inaccuracy in or breach of any Seller Fundamental Representation or Purchaser Fundamental Representation or the representations and warranties contained in Section 3.10 (Taxes). Notwithstanding anything to the contrary contained in this Agreement, the Parties aggregate liability of Seller pursuant to this Agreement shall refer to under no circumstances exceed the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or total amount of proceeds received by Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofunder this Agreement.

Limitations on Indemnification. (a) Notwithstanding any other provision of anything else in this Agreement to the contrary, Buyer Parties shall only be entitled to indemnification from the Parties' obligations Shareholders pursuant to this Article IV areVII if the amount of all Indemnified Losses incurred in the aggregate by the Buyer Parties exceeds Fifty Thousand dollars ($50,000) (the “Deductible”). If the aggregate amount of all Indemnified Losses incurred by the Buyer Parties exceeds in the aggregate the Deductible, the Buyer Parties shall be entitled to indemnification for all such Indemnified Losses in excess of the Deductible. Notwithstanding the foregoing, the obligation and at liability for any and all times shall be, subject to the limitations Indemnified Losses and any other indemnification obligations set forth in this Section 4.3. The Parties Agreement by the Shareholders shall not be required exceed fifteen percent (15%) of the Adjusted Purchase Price (the “Indemnification Cap”) and, subject to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until Section 7.3(c) the aggregate amount to be paid by a Shareholder under this Article VII shall not exceed his or her Pro Rata Interest as set forth on the Certificate of Share Ownership of an amount equal to 15% of the Buyer Indemnifiable Losses Adjusted Purchase Price. Notwithstanding the foregoing to the contrary, neither the Deductible nor the Indemnification Cap shall apply to any claims for fraud or Seller Indemnifiable Lossesany claims for breach under Sections 3.1, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)3.2(a), following 3.2(c), 3.3, and 3.4, for which Buyer Parties’ rights to indemnification shall be unlimited. Notwithstanding the indemnifying Party shall indemnifyforegoing to the contrary the obligation and liability for any and all Indemnified Losses relating to the breach of Section 3.6(a) and/or Section 3.6(i) (and any other Tax-related representation, defend and hold harmless the Buyer Indemnitees warranty, or the Seller Indemniteescovenant under this Agreement, as the case may be, only to the extent that the Buyer Indemnifiable Losses circumstances giving rise to such breach also give rise to a breach of Section 3.6(a) or the Seller Indemnifiable 3.6(i)) shall be considered separately from all other Indemnified Losses, as and such amount shall not exceed Ten Million Dollars ($10,000,000) (the case may be“Tax Indemnification Cap”). Any Losses from, exceed the Indemnity Basket. In additionand any indemnification or recovery relating to, the Seller's breach of such Section 3.6(a) and DQE's liabilitySection 3.6(i) (and any other Tax-related representation, taken togetherwarranty, for Buyer Indemnifiable or covenant under this Agreement, to the extent that the circumstances giving rise to such breach also give rise to a breach of Section 3.6(a) or 3.6(i)) shall be distinct from and considered separately from (and such Losses and shall not be included in) the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal all Indemnified Losses when giving effect to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether provisions relating to the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Indemnification Cap, and the Parties aggregate amount to be paid by a Shareholder with respect thereto shall refer to the Indemnity Cap that is not exceed his or was in effect her Pro Rata Interest as set forth on the date that Certificate of Share Ownership of the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofTax Indemnification Cap.

Limitations on Indemnification. (ai) Notwithstanding any other provision of this Agreement In addition to the contraryother limitations contained in this Agreement, the Parties' Sellers’ indemnification obligations pursuant to under this Article IV are, and at all times shall be, §8 are subject to the limitations set forth in this Section 4.3. The following terms and conditions: (i) the Sellers shall be liable to the Buyer Indemnified Parties under §8(b)(i)(x) only if a Buyer Loss for which indemnification is claimed exceeds $50,000 (the “Small Claim Amount”); (ii) the Sellers shall not be required liable to indemnify, defend or hold harmless any the Buyer Indemnitee or Seller Indemnitee, as the case may be, until Indemnified Parties under §8(b)(i)(x) only if the aggregate amount of all Buyer Losses under §8(b)(i)(x) exceeds $3,000,000 (the “Basket Amount”), in which case the Sellers shall be obligated to indemnify the Buyer Indemnifiable Indemnified Parties only for the excess of the aggregate amount of all such Buyer Losses or Seller Indemnifiable Losses, as under §8(b)(i)(x) over the case may be, exceeds the Indemnity Basket Amount; (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall iii) in no event exceed shall the Sellers have any liability for indemnification under §8(b)(i)(x) in an aggregate amount in excess of dollars equal the amount that is twenty percent (20%) of the Purchase Price (the “Cap Amount”); (iv) notwithstanding anything to the Indemnity Cap (as defined contrary in Section 4.3(b)this Agreement, the Seller shall not be obligated to indemnify the Buyer Indemnified Parties for any matter set forth on §8(f) of the Disclosure Schedule); provided, however, that in determining whether (v) the Seller's amount of any indemnification to be paid under this §8 shall be computed after giving effect to any tax benefits realized by the Buyer Indemnified Parties and DQE's any insurance proceeds with respect to the Buyer Loss received by the Buyer Indemnified Parties; and (vi) the Sellers shall have no liability for indemnification hereunder for any Buyer Loss arising from a particular Buyer Indemnifiable Loss change in any federal, foreign, state or local law or regulation after the Buyer's liability for Closing Date having a particular Seller Indemnifiable Loss, in either case, pursuant retroactive effect. Any indemnification to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that which the Buyer Indemnitee Indemnified Parties, but for §8(f)(i)(v) or Seller Indemnitee§8(f)(i)(vi), as otherwise would have become entitled hereunder, shall not be taken into account in calculating the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofBasket Amount.

Limitations on Indemnification. (ai) Notwithstanding Seller and Shareholder shall have no liability for indemnification with respect to any other provision of Loss or Expense under this Agreement until the aggregate of all Loss and Expense with respect to claims for indemnification under this Agreement exceeds ___________ One Hundred Thousand Dollars ($_______) ($100,000) (the "Liability Threshold"), and then after the Liability Threshold has been exceeded Seller and Shareholder shall be responsible for all Losses and Expenses based thereon from the first dollar, without regard to the contraryLiability Threshold. Anything to the contrary in this Agreement notwithstanding, Seller and Shareholder shall have no liability for indemnification under this Agreement for any amount in excess of _______ Four Million Eight Hundred Thousand Dollars (_______) $4,800,000) for claims made by Buyer during the first twelve (12) months from the date hereof ("Indemnification Limit 1") and, thereafter, shall have no liability for indemnification under this Agreement for any claims in excess of Three Million Nine Hundred Sixty Thousand Dollars ($3,960,000) ("Indemnification Limit 2"; Indemnification Limit 2 together with Indemnification Limit 1, the Parties' "Indemnification Limits") (for purposes of clarification, any indemnity claims made by Buyer during the first twelve (12) months from the date hereof and applied against Indemnification Limit 1 shall also be applied against Indemnification Limit 2). Notwithstanding the above, neither the Liability Threshold nor the Indemnification Limits shall apply to Seller's and Shareholder's obligations pursuant to this Article IV areSections (85)(a)(v),(vi), (vii), and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until the aggregate amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)viii), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees Seller Liabilities or the fraud by Seller Indemnitees, as the case may be, only or Shareholder. or to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofSpecial Claims.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12(a) above, (a) Notwithstanding Seller shall not be required to indemnify Buyer or any other provision of Buyer Parties under this Agreement to unless the contraryaggregate of all amounts for which an indemnity would otherwise be payable by the Seller under Section 12(a) exceeds $100,000.00 (the “Limitation”) and, the Parties' obligations pursuant to this Article IV are, and at all times shall bein such event, subject to a Buyer Waived Breach (as hereinafter defined), Seller shall be responsible for all amounts of the limitations indemnified loss which exceed the Limitation), subject only to the Cap Limitation (as hereinafter defined), (b) the liability of Seller with respect to the indemnification provided for in Section 12(a) shall not exceed in the aggregate $1,000,000.00 with respect to any claims asserted in a Claims Notice delivered by Buyer during the period commencing with the Closing Date and terminating on April 8, 2012 (the “Cap Limitation”), and (c) if prior to the Closing, Buyer obtains or has actual knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained in this Agreement (a “Buyer Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Buyer and any Buyer Parties shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Buyer Waived Breach. Notwithstanding the foregoing, the Limitation set forth in this Section 4.3. The Parties 12(c) shall not be required apply to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until the aggregate amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket an indemnity arising from Section 25 (as defined in Brokerage) and Section 4.3(b30 (Bulk Sales Transfer Laws)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereof.

Limitations on Indemnification. (a) Notwithstanding any other provision of If the Closing occurs, (i) no indemnification payment shall be made to the Purchaser Indemnified Parties pursuant to Sections 9.2 and 11.3(a), until the amounts that the Purchaser Indemnified Parties would otherwise be entitled to receive as indemnification under this Agreement aggregate at least $125,000.00 (the “Indemnification Threshold”), at which time the Purchaser Indemnified Parties shall be indemnified dollar-for-dollar for the full amount of indemnification hereunder which exceeds the Indemnification Threshold; and (ii) no indemnification payment in respect of indemnification required to the contrary, the Parties' obligations be made pursuant to this Article IV are, Sections 9.2 and at all times 11.3(a) shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as be made to the case may be, until Purchaser Indemnification Parties in excess of $2,250,000.00 in the aggregate amount of (the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)“Limited Indemnification Cap”); provided, however, that in determining whether the Seller's case of fraud or Losses arising out of the representations and DQE's liability warranties contained in Section 4.3 hereof, the Indemnification Threshold shall not apply and the Limited Indemnification Cap shall be equal to the Merger Consideration, and in the case of Losses arising out of the representations and warranties contained in Section 3.21 hereof, the Indemnification Threshold shall not apply, subject in each case to the last sentence of this Section 11.5(a). No Stockholder shall be liable under Section 9.2 or 11.3(a) hereof for a particular Buyer Indemnifiable more than such Stockholder’s Proportional Share of any indemnifiable Loss or owed to the Buyer's liability Purchaser Indemnified Parties, and each Stockholder shall be severally and not jointly liable for a particular Seller Indemnifiable Loss, the full amount of any Losses arising out of (A) any breach by it of any representations and warranties contained in either case, pursuant to this Article IV is limited hereof, or (B) any breach by the Indemnity Capit of a Stockholders Ancillary Agreement, the Parties shall refer to the Indemnity Cap that is or was subject in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may bepreceding clauses (A) and (B), to the Seller as contemplated by Section 4.4 hereofIndemnification Threshold and the Limited Indemnification Cap.

Limitations on Indemnification. (a) Notwithstanding No Indemnified Person shall be permitted to seek indemnification from the Indemnifying Person for any Liabilities of or to the Indemnifying Person or any other provision Person entitled to indemnification from the Indemnified Person (the “Indemnifiable Liabilities”) arising out of or resulting from any breach of any Basket-Eligible Representations and Warranties (as hereinafter defined) unless the amount for which the Indemnifying Person would be liable to the Indemnified Person, but for the provisions of this Agreement Section 10.6, would exceed Ten Thousand Dollars ($10,000) in the aggregate (the “Basket”). If the amount of Indemnifiable Liabilities for which an Indemnifying Person would be entitled to seek indemnification against the Indemnified Person arising out of or resulting from breaches of the Basket-Eligible Representations and Warranties exceeds the Basket, the Indemnifying Person will be liable to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller IndemniteeIndemnified Person, as the case may be, until for the aggregate full amount of such Indemnifiable Liabilities arising out of or resulting from breaches of Basket-Eligible Representations and Warranties, dollar for dollar from the first dollar of such Indemnifiable Liabilities. The Basket shall apply to all claims for indemnification for Indemnifiable Liabilities arising out of or resulting from any breach of any representation or warranty (“Basket-Eligible Representations and Warranties”) other than (i) any breach by the Sellers of any representation or warranty contained in Sections 4.1, 4.2, 4.4, 4.5, 4.10 or 4.19; (ii) any breach by the Buyer or Artesian of any representation or warranty contained in Sections 5.1, 5.2 or 5.5; (iii) any claims for Indemnifiable Losses Liabilities by any Buyer Indemnified Person arising out of or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)resulting under Sections 10.1(d), following which the indemnifying Party shall indemnify(e), defend and hold harmless the Buyer Indemnitees (f), (g) or the (h) or Section 10.3; (iv) any claims for Indemnifiable Liabilities by any Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses Indemnified Person arising out of or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap resulting under Sections 10.2(b) or (as defined in Section 4.3(b)d); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant (v) claims related to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is fraud or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofwillful misconduct.

Limitations on Indemnification. (a) Notwithstanding any other provision of this Agreement to Article VIII, (i) the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Buyer Indemnified Parties shall not be required entitled to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as indemnification payments from the case may be, Escrow Fund pursuant to Section 8.2(a)(i) unless and until the aggregate amount of the Covered Liabilities, determined in the manner set forth in Section 8.6 hereof, exceeds $500,000 (the "Deductible") and the amount of any indemnification payments to which the Buyer Indemnifiable Losses Indemnified Parties shall be entitled shall be limited to the amount of such Covered Liabilities that exceed such Deductible and (ii) the maximum aggregate amount for which the Buyer Indemnified Parties shall be entitled to indemnification under Section 8.2(a) shall be the lesser of (A) $5,000,000 or Seller Indemnifiable Losses(B) the amount in the 120 General Escrow Fund at the time Buyer Indemnified Parties become entitled to recover any such Covered Liabilities therefrom (whether due to prior payments of Covered Liabilities or distributions of amounts from the Escrow Fund to the Shareholders' Representatives as agents for the Shareholders pursuant to Section 6 of the Escrow Agreement) and no Shareholder shall have any personal liability to Buyer or any other Buyer Indemnified Party because the amounts available in the General Escrow Fund are not sufficient to pay any Covered Liabilities. Notwithstanding the foregoing, (A) the limitations set forth in clause (i) of this Section 8.5(a) shall not apply to liability for a breach of the representations or warranties in Section 3.2, 3.24 and 3.34 (except that with respect to matters relating to sales and use Taxes, as to which the case may be, exceeds Deductible shall be $250,000 (the Indemnity Basket (as defined in Section 4.3(b)"Sales Tax Deductible"), following which shall be calculated without regard to the indemnifying Party shall indemnifyprovisions of Section 8.6(b) hereof, defend and hold harmless it being understood that (1) the Buyer Indemnitees or Indemnified Parties shall be entitled to indemnification for Covered Liabilities relating to sales and use Taxes in excess of the Seller IndemniteesSales Tax Deductible, as which excess amount shall be computed giving effect to Section 8.6(b) hereof and (2) the case may be, only amount equal to the extent that Sales Tax Deductible after giving effect to Section 8.6(b) shall be included in Covered Liabilities for purposes of determining whether the Buyer Indemnifiable Losses or Deductible has been satisfied, and determining the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal Covered Liabilities for all other purposes of this Article VIII) and (B) the limitations set forth in clause (ii) of this Section 8.5(a) shall not apply to the Indemnity Cap (as defined breach of the representations and warranties set forth in Section 4.3(b))3.2; providedprovided further that notwithstanding anything to the contrary -------- ------- contained in Section 8.2(a)(i) or elsewhere in Article VIII, however, that Covered Liabilities arising from the breach of any representation and warranty set forth in determining whether Article III shall not be charged against or applied to reduce the Seller's Deductible and DQE's liability shall not constitute Covered Liabilities for a particular which Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Buyer Indemnified Parties shall refer have any right to the Indemnity Cap that is indemnification or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereof.recovery,

Limitations on Indemnification. (a) Notwithstanding From and after the Closing, the right to obtain indemnification from the Indemnity Escrow Amount of the Escrow Fund pursuant to the indemnification provisions of Section 9.3 shall be the Parent Indemnitees’ sole and exclusive remedy for monetary damages, except with respect to indemnification for the matters set forth in Sections 9.3(b)-(f), Section 9.3(i) (to the extent that the Third Party Claim relates to an alleged breach of Section 3.4 (Capitalization) or Section 3.12 (Tax Matters)), and Section 9.3(j) (collectively, the “Specified Claims”). With respect to indemnification for the Company Sales Tax Liability, the Parent Indemnitees shall first seek reimbursement from the Tax Escrow Amount within the Escrow Fund prior to seeking reimbursement from the Indemnity Escrow Amount within the Escrow Fund. Furthermore, in the case of a Specified Claim, each Indemnifying Holder shall be severally (and not jointly) liable for such Indemnifying Holder’s proportionate share of the amount of any Losses resulting therefrom; provided, however, that, the maximum liability of any Indemnifying Holder under Section 9.3 with respect to Specified Claims (other than as set forth in Section 9.4(b) with respect to fraud or intentional misrepresentation) shall not exceed an aggregate amount equal to that portion of the Aggregate Merger Consideration such Indemnifying Holder actually received under this Agreement, together with such Indemnifying Holder’s Per Share Escrow Contribution. Without limiting the generality of the foregoing, nothing contained in this Agreement shall limit the rights of the Parent Indemnitees to seek or obtain injunctive relief or any other provision equitable remedy to which such Parent Indemnitee is otherwise entitled. Without limiting the effect of this Agreement to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations any other limitation set forth in this Article IX, no claim may be made by any Parent Indemnitee for indemnification under Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, 9.3(a) unless and until the aggregate amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following for which the indemnifying Party Parent Indemnities seek to be indemnified pursuant to Section 9.3(a) exceeds Eight Hundred Sixty Thousand Dollars ($860,000) (the “Basket Amount”) in the aggregate, after which the Parent Indemnitees shall indemnify, defend be entitled to indemnification for all such Losses and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent not just Losses that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofBasket Amount.

Limitations on Indemnification. (ai) Notwithstanding any other provision of anything in this Agreement to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations except as set forth in this sentence, in no event shall (x) (i) the cumulative indemnification obligations of Seller under Section 4.3. The 20(b)(i)(A) to the OpCo Purchaser Indemnified Parties exceed one hundred ten million dollars ($110,000,000) or (ii) the cumulative indemnification obligations of Seller under Section 20(b)(i)(A) to the PropCo Purchaser Indemnified Parties exceed two hundred twenty-five million dollars ($225,000,000), (y) the cumulative indemnification obligations of OpCo Purchaser and the OpCo Acquired Companies under Section 20(b)(ii)(x)(A) exceed one hundred ten million dollars ($110,000,000), and (z) the cumulative indemnification obligations of PropCo Purchaser and the PropCo Acquired Companies under Section 20(b)(ii)(y)(A) exceed two hundred twenty-five million dollars ($225,000,000) (each of the amounts in the foregoing clauses (x), (y) and (z), a “Cap”); provided, that any indemnification obligations of Seller, OpCo Purchaser (and the OpCo Acquired Companies) or PropCo Purchaser (and the PropCo Acquired Companies) arising from any of the following shall not be required subject to, nor shall they count against or be deemed to indemnifybe included in, defend the applicable Cap: (A) any breach by Seller of any Seller Fundamental Representation or hold harmless any Buyer Indemnitee of Seller’s representations and warranties contained in Section 15(m)(ii); provided that Seller shall not be liable (1) to the OpCo Purchaser Indemnified Parties for any Losses resulting from breaches of any Seller Fundamental Representations or any of Seller’s representations and warranties contained in Section 15(m)(ii) that exceed an amount equal to one billion one hundred million dollars ($1,100,000,000) (the “Fundamental Cap for OpCo”), or (2) to the PropCo Purchaser Indemnified Parties for any Losses resulting from breaches of any (x) Seller IndemniteeFundamental Representations that exceed an amount equal to four billion dollars ($4,000,000,000) or (y) any of Seller’s representations and warranties contained in Section 15(m)(ii) that, as together with any Losses resulting from breaches of any Seller Fundamental Representations, exceed an amount equal to one billion one hundred million dollars ($1,100,000,000), (B) any breach by OpCo Purchaser of any OpCo Purchaser Fundamental Representation, provided that OpCo Purchaser shall not be liable to the case may be, until the aggregate amount Seller Indemnified Parties for any Losses resulting from breaches of the Buyer Indemnifiable Losses or Seller Indemnifiable LossesOpCo Purchaser Fundamental Representations that exceed the Fundamental Cap for OpCo, as the case may be(C) any breach by PropCo Purchaser of any PropCo Purchaser Fundamental Representation, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party provided that PropCo Purchaser shall indemnify, defend and hold harmless the Buyer Indemnitees or not be liable to the Seller IndemniteesIndemnified Parties for any Losses resulting from breaches of the PropCo Purchaser Fundamental Representations that exceed four billion dollars ($4,000,000,000) and (D) any Loss resulting from actual fraud; provided, as further, however, that (I) the case may be, only to the extent that the Buyer Indemnifiable Losses or the cumulative indemnification obligations of Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by under this Article IV Section 20 shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined Purchase Price except in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as claims based on actual fraud; (II) the cumulative indemnification obligations of OpCo Purchaser and the OpCo Acquired Companies under this Section 20 shall in no event exceed the Fundamental Cap for OpCo except in the case may be, to of claims based on actual fraud; and (III) the Seller as contemplated by cumulative indemnification obligations of PropCo Purchaser and the PropCo Acquired Companies under this Section 4.4 hereof20 shall in no event exceed four billion dollars ($4,000,000,000) except in the case of claims based on actual fraud.

Limitations on Indemnification. (a) Notwithstanding any other provision the foregoing provisions of this Agreement to the contraryArticle IX, the Parties' obligations (i) Seller will not be liable, pursuant to this Article IV areSection 9.01(a), and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall Purchaser will not be required liable, pursuant to indemnifySection 9.02(a), defend or hold harmless for any Buyer indemnifiable Losses suffered by any Purchaser Indemnitee or Seller Indemnitee, as applicable, arising out of a breach of any representation or warranty of Seller or Purchaser, as applicable, herein unless a claim therefor is asserted in writing before the case may beend of the applicable survival period pursuant to Section 9.04(b), until failing which such claim will be waived and extinguished, (ii) Seller will not be liable, pursuant to Section 9.01(a), for (A) any Losses suffered by any Purchaser Indemnitee unless the aggregate of all Losses suffered by the Purchaser Indemnitees exceeds, on a cumulative basis, an amount equal to $7,650,000 (the “Deductible”), and then Seller will only be liable to the extent of any such excess, or (B) any individual items or series of related items where the Loss relating thereto is less than $100,000 (the “Mini-Basket”), and such items will not be aggregated for purposes of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket immediately preceding clause (as defined in Section 4.3(b)A), following which (iii) Purchaser will not be liable, pursuant to Section 9.02(a), for (A) any Losses suffered by any Seller Indemnitee unless the indemnifying aggregate of all Losses suffered by the Seller Indemnitees exceeds, on a cumulative basis, an amount equal to the Deductible, and then Seller will only be liable to the extent of any such excess, or (B) any individual items or series of related items where the Loss relating thereto is less than the Mini-Basket, and such items will not be aggregated for purposes of the immediately preceding clause (A), (iv) the aggregate liability of Seller hereunder, pursuant to Section 9.01(a), for Losses suffered by the Purchaser Indemnitees will in no event exceed $95,625,000 (the “Cap”), (v) the aggregate liability of Purchaser hereunder, pursuant to Section 9.02(a), for Losses suffered by the Seller Indemnitees will in no event exceed the Cap, and (vi) neither party hereto will be liable to the other party for punitive damages or any damages that are not reasonably foreseeable and proximate consequences of such breach (in each case other than those paid or payable to third parties with respect to Third Party shall indemnifyClaims) claimed by such other party resulting from such first party’s breach of its representations, defend and hold harmless warranties or covenants hereunder or otherwise in connection with this Agreement or the Buyer transactions contemplated hereby. In no event will Seller be obligated to indemnify the Purchaser Indemnitees or the Seller Indemnitees, as the case may be, only any other person with respect to any matter to the extent that such matter was specifically taken into account as a reserve in the Buyer Indemnifiable Losses final determination of the Closing Inventory Amounts; provided that the limitations in foregoing clauses (i) to (v) shall not apply to claims of, or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In additioncauses of action arising from, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss Specified Representations or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited intentional fraud by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofIndemnifying Party.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) Notwithstanding any other provision of this Agreement to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties Seller shall not be required to indemnify, defend indemnify Buyer or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until Buyer-Related Entities under this Agreement unless the aggregate amount of all amounts for which an indemnity would otherwise be payable by Seller under Section 11.1 or any other indemnity provisions of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, Agreement exceeds the Indemnity Basket Limitation, provided in such event Seller shall be responsible for all Losses from the first dollar thereof (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that the Basket Limitation shall not be applicable to Seller’s obligations under the following sections hereof: Sections 10.3, 12.2(b), 14.3(a) and 14.24), (b) in determining whether no event shall the liability of Seller with respect to the indemnification provided for in Section 11.1 or any other indemnity provisions of the Agreement exceed in the aggregate the Cap Limitation (provided, however, the Cap Limitation shall not be applicable to Seller's ’s obligations under the following sections hereof: 10.3, 14.3(a) and DQE's liability 14.24), (c) if prior to the Closing, Buyer obtains or has knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained in this Agreement (a “Buyer Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Buyer and any Buyer-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to indemnification under this Article IV is limited by the Indemnity CapXI for, the Parties shall refer or any other claim or cause of action under this Agreement, at law or in equity on account of any such Buyer Waived Breach, and (d) if prior to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may beClosing, to Seller’s Knowledge, there is any inaccuracy or breach of any representation, warranty or covenant of Buyer contained in this Agreement (a “Seller Waived Breach”) and Seller nonetheless proceeds with and consummates the Closing, then Seller as contemplated by Section 4.4 hereofand any Seller-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article XI for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Seller Waived Breach.

Limitations on Indemnification. (a) i. Notwithstanding any other provision of anything in this Agreement to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations except as set forth in this sentence, in no event shall (x) (i) the cumulative indemnification obligations of Seller under Section 4.3. The 20(b)(i)(A) to the OpCo Purchaser Indemnified Parties exceed one hundred ten million dollars ($110,000,000) or (ii) the cumulative indemnification obligations of Seller under Section 20(b)(i)(A) to the PropCo Purchaser Indemnified Parties exceed two hundred twenty-five million dollars ($225,000,000), (y) the cumulative indemnification obligations of OpCo Purchaser and the OpCo Acquired Companies under Section 20(b)(ii)(x)(A) exceed one hundred ten million dollars ($110,000,000), and (z) the cumulative indemnification obligations of PropCo Purchaser and the PropCo Acquired Companies under Section 20(b)(ii)(y)(A) exceed two hundred twenty-five million dollars ($225,000,000) (each of the amounts in the foregoing clauses (x), (y) and (z), a “Cap”); provided, that any indemnification obligations of Seller, OpCo Purchaser (and the OpCo Acquired Companies) or PropCo Purchaser (and the PropCo Acquired Companies) arising from any of the following shall not be required subject to, nor shall they count against or be deemed to indemnifybe included in, defend the applicable Cap: (A) any breach by Seller of any Seller Fundamental Representation or hold harmless any Buyer Indemnitee of Seller’s representations and warranties contained in Section 15(m)(ii); provided that Seller shall not be liable (1) to the OpCo Purchaser Indemnified Parties for any Losses resulting from breaches of any Seller Fundamental Representations or any of Seller’s representations and warranties contained in Section 15(m)(ii) that exceed an amount equal to one billion one hundred million dollars ($1,100,000,000) (the “Fundamental Cap for OpCo”), or (2) to the PropCo Purchaser Indemnified Parties for any Losses resulting from breaches of any (x) Seller IndemniteeFundamental Representations that exceed an amount equal to four billion dollars ($4,000,000,000) or (y) any of Seller’s representations and warranties contained in Section 15(m)(ii) that, as together with any Losses resulting from breaches of any Seller Fundamental Representations, exceed an amount equal to one billion one hundred million dollars ($1,100,000,000), (B) any breach by OpCo Purchaser of any OpCo Purchaser Fundamental Representation, provided that OpCo Purchaser shall not be liable to the case may be, until the aggregate amount Seller Indemnified Parties for any Losses resulting from breaches of the Buyer Indemnifiable Losses or Seller Indemnifiable LossesOpCo Purchaser Fundamental Representations that exceed the Fundamental Cap for OpCo, as the case may be(C) any breach by PropCo Purchaser of any PropCo Purchaser Fundamental Representation, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party provided that PropCo Purchaser shall indemnify, defend and hold harmless the Buyer Indemnitees or not be liable to the Seller IndemniteesIndemnified Parties for any Losses resulting from breaches of the PropCo Purchaser Fundamental Representations that exceed four billion dollars ($4,000,000,000) and (D) any Loss resulting from actual fraud; provided, as further, however, that (I) the case may be, only to the extent that the Buyer Indemnifiable Losses or the cumulative indemnification obligations of Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by under this Article IV Section 20 shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined Purchase Price except in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as claims based on actual fraud; (II) the cumulative indemnification obligations of OpCo Purchaser and the OpCo Acquired Companies under this Section 20 shall in no event exceed the Fundamental Cap for OpCo except in the case may be, to of claims based on actual fraud; and (III) the Seller as contemplated by cumulative indemnification obligations of PropCo Purchaser and the PropCo Acquired Companies under this Section 4.4 hereof20 shall in no event exceed four billion dollars ($4,000,000,000) except in the case of claims based on actual fraud.

Limitations on Indemnification. (a) None of the Purchaser Indemnitees shall be entitled to assert any right to indemnification under Section 5.1(a) with respect to a Claim or series of related Claims if such Claim or series of related Claims arise out of the same or similar facts or circumstances, where the Losses related thereto are less than $152,900 (each, a “De Minimis Loss”); provided, however, that the De Minimis Loss shall not apply to Losses related to breaches of the Seller Fundamental Representations or the representations and warranties set forth in Section 2.11(b). The Seller shall not have any liability with respect to, or obligation to indemnify for, Losses under Section 5.1(a) hereof unless the aggregate amount of Losses (excluding all De Minimis Losses) for which the Seller would, but for the provisions of this Section 5.5, be liable exceeds, on an aggregate basis, $1,529,000 (the “Deductible”), it being agreed that in such event, the Purchaser Indemnitee will be entitled to receive only the amount of such Losses (excluding all De Minimis Losses) in excess of the Deductible; provided, however, that the Deductible shall not apply to Losses related to breaches of the Seller Fundamental Representations or the representations and warranties set forth in Section 2.11(b). Notwithstanding any other provision of anything in this Agreement to the contrary, the Parties' obligations pursuant maximum indemnification liability of the Seller with respect to, or obligation to this Article IV areindemnify for, and at all times shall beLosses under Section 5.1, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as exceed $21,406,000 (the case may be, until the aggregate amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)“Cap”); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant Cap shall not apply to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, any breaches asserted with respect to the Seller Fundamental Representations or indemnification obligations arising under Sections 5.1(b) or 5.1(c) hereof, in which case the maximum indemnification liability of the Seller shall not exceed the Purchase Price, or to indemnification obligations arising Section 5.1(d), in which case the maximum indemnification liability of the Seller shall be as contemplated by forth in the following sentence. Notwithstanding anything herein to the contrary, (x) the Seller shall not have any liability with respect to, or obligation to indemnify for, Losses under Section 4.4 hereof5.1(d) hereof unless the aggregate amount of Losses for which the Seller would, but for the provisions of this Section 5.5, be liable exceeds, on an aggregate basis, $100,000 (the “Environmental Deductible”), it being agreed that once the Environmental Deductible is reached, the Purchaser will be entitled to receive the entire amount of such Losses, and (y) the maximum indemnification liability of the Seller with respect to, or obligation to indemnify for, Losses under Section 5.1(d), shall not exceed $21,406,000.

Limitations on Indemnification. (a) Notwithstanding any other provision of anything else in this Agreement to the contrary, Buyer Parties shall only be entitled to indemnification from the Parties' obligations Seller Indemnifying Parties pursuant to this Article IV are, VII only if and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until the aggregate amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the amount of all Indemnified Losses incurred in the aggregate by the Buyer Indemnifiable Losses or Parties exceeds Five Hundred Thousand dollars ($500,000) (the Seller Indemnifiable Losses, as “Deductible Amount”). If the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to all Indemnified Losses incurred by the Indemnity Cap (as defined Buyer Parties for which Indemnification Claims have been made by Buyer within the applicable survival period set forth in Section 4.3(b))7.3(a) exceeds in the aggregate the Deductible Amount, the Buyer Parties shall be entitled to indemnification for all Buyer Indemnified Losses actually incurred and for which Indemnification Claims are made within the applicable survival period, in excess of the Deductible Amount; provided, however, that that, subject to the exceptions set forth in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable LossSection 7.3(c) below, in either caseno event and under no circumstance shall the maximum aggregate cumulative liability of the Seller Parties for any and all Buyer Indemnified Losses exceed the sum of $35,100,000 (the “Indemnification Cap”), provided, however, that, subject to the exceptions set forth in Sections 7.3(c)(i) and 7.3(c)(iii) below, all Buyer Indemnified Losses with respect to which any Buyer Party is determined, in the manner set forth in Section 7.5 below, to be entitled to indemnification from the Seller Parties pursuant to this Article IV is limited by VII shall be paid and satisfied, in accordance with the Indemnity Capterms and provisions of Sections 7.4 and 7.5 hereof, the Parties shall refer solely and exclusively out of and only to the Indemnity extent of the funds in the General Escrow Fund, even if the total of such funds is less than the amount of the Indemnification Cap that is or was in effect on due to distributions therefrom made pursuant to Section 7.4 hereof and the date that applicable provisions of the Escrow Agreement, and no Seller Party shall have any personal liability to any of the Buyer Indemnitee Parties with respect to or Seller Indemniteefor any Buyer Indemnified Losses, except as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by set forth in Section 4.4 hereof7.3(c)(1) and Section 7.3(c) (iii).

Limitations on Indemnification. Neither the Buyer Indemnified Parties and the Company Indemnified Parties, on the one hand, nor the Sony Indemnified Parties, on the other hand, shall be entitled to be indemnified pursuant to clause (ai) Notwithstanding any other provision of this Agreement Section 7.1 hereof, or pursuant to clause (i) of Section 7.2 hereof (as the case may be) unless, until and to the contraryextent that the aggregate of all losses, damages, liabilities, costs and expenses of any kind (other than those referred to in the Parties' obligations pursuant proviso to this Article IV aresentence) incurred by the Buyer Indemnified Parties and the Company Indemnified Parties, and at all times shall be, subject to or the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller IndemniteeSony Indemnified Parties, as the case may bebe ("AGGREGATE LOSSES"), until exceeds $250,000; provided that, notwithstanding the aggregate amount foregoing, the Sony Indemnified Parties shall be entitled to be indemnified on a dollar-for-dollar basis from and against all losses, damages, liabilities, costs and expenses arising out of or in connection with the breach by the Buyer Indemnifiable Losses or Seller Indemnifiable Lossesof Section 4.6, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees Indemnified Parties shall be entitled to be indemnified on a dollar-for-dollar basis from and against all losses, damages, liabilities, costs and expenses arising out of or in connection with the breach by SMEI or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's Stockholder of Section 3.6 hereof and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event shall the liability of SMEI and the Stockholder, on the one hand, or the Buyer, on the other hand, for all Aggregate Losses hereunder exceed an aggregate amount the Purchase Price. Claims made for indemnification hereunder for a breach of dollars a representation or a warranty must be made prior to the first anniversary of the Closing Date. SMEI and the Stockholder shall have the right to pay any of their indemnification obligations hereunder (other than for direct, out-of-pocket third-party costs and expenses incurred in connection with third-party claims, and amounts actually paid to third parties in settlements entered into in accordance herewith or pursuant to a final judgment not subject to appeal) by delivering Buyer Shares to the Buyer, which Buyer Shares shall be valued, for purposes of this Section 7.3, at a price per share equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofOffering Price.

Limitations on Indemnification. (a) Notwithstanding No Buyer Indemnified Party, on the one hand, or any Seller Indemnified Party, on the other provision of this Agreement hand, shall be entitled to the contrary, the Parties' obligations indemnification hereunder with respect to an Indemnifiable Claim pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend Sections 6.2(a)(i) or hold harmless any Buyer Indemnitee or Seller IndemniteeSections 6.2(b)(i), as the case may beapplicable (or, if more than one such Indemnifiable Claim is asserted, with respect to all such Indemnifiable Claims) until the aggregate amount of the Damages with respect to all such Indemnifiable Claims or Buyer Indemnifiable Losses Indemnified Parties or Seller Indemnifiable LossesIndemnified Parties, as the case may be, exceeds Twenty-Five Thousand Dollars ($25,000) (the Indemnity Basket (as defined in Section 4.3(b)"Threshold"), following in which the indemnifying event such Buyer Indemnified Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller IndemniteesIndemnified Party, as the case may be, only shall be entitled to indemnification hereunder for all Damages in excess of the Threshold, provided that the Threshold will not apply to a breach of representation or warranty under Sections 3.2(b), (e) (as to title), or (f). Furthermore, the maximum aggregate liability of Seller with respect to all Indemnifiable Claims pursuant to Sections 6.2(a)(i) and the maximum aggregate liability of Buyer with respect to all Indemnifiable Claims pursuant to Sections 6.2(b)(i) shall be Twelve Million Dollars ($12,000,000) (the "Cap"), provided that the Cap will not apply in instances of fraud or in the event of a breach of representation or warranty under Sections 3.2(b), (e) (as to title), or (f). Furthermore, no Buyer Indemnified Party, on the one hand, or any Seller Indemnified Party, on the other hand, shall be entitled to indemnification hereunder with respect to an Indemnifiable Claim pursuant to Section 6.2, as applicable (or, if more than one such Indemnifiable Claim is asserted, with respect to all such Indemnifiable Claims) to the extent such Indemnified Party receives insurance proceeds or third party contractual payments for the Indemnifiable Claim or to the extent that the Indemnifiable Claim is included in the calculation of Standard Cost pursuant to the Long-Term Supply Agreement. Buyer Indemnifiable Losses shall not be entitled to indemnification under Section 6.2(a)(vi) to the extent that Buyer incurs costs, expenses or liability other than (x) for a clean-up action or remediation required by law or initiated by a third-party (including, but not limited to, a governmental authority or agency) or (y) discovered in the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the ordinary course of Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofbusiness.

Limitations on Indemnification. (a) Notwithstanding any other provision Neither Seller, MR Holdings nor Parent shall be required to provide indemnification for claims made solely under Section 9.02(a) unless the Indemnified Party’s Losses for all such claim(s) shall exceed Twenty Five Thousand Dollars ($25,000.00) in the aggregate (the “Basket”) (at which point Seller, MR Holdings and Parent will be obligated to indemnify the Indemnified Party’s Losses from the first dollar; provided, however, that neither Seller, MR Holdings nor Parent will have an obligation to indemnify the Indemnified Party for Losses with respect to individual Losses of this Agreement less than Five Thousand Dollars ($5,000.00) (the “Threshold”) unless more than one Indemnified Party’s Losses, each less than the Threshold, arises from the same or similar facts or circumstances and such Indemnified Party’s Losses collectively exceed the Threshold, in which case, all such Indemnified Party’s Losses shall be indemnified by Seller, MR Holdings and Parent pursuant to the contraryterms herein. In no event shall Seller’s, MR Holdings’ and Parent’s aggregate liability with respect to all claims of indemnification made solely under Section 9.02(a) exceed Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000.00) in the aggregate (the “Cap”). Notwithstanding the foregoing, the Parties' obligations pursuant Parties hereto acknowledge and agree that any Losses arising out of, resulting from or relating to this Article IV areany inaccuracy in, misrepresentation of, or breach of the representations and warranties contained in Sections 5.01, 5.02, 5.03, 5.05, 5.07(a), 5.14(b), and at all times 5.22 shall be, not be subject to the limitations set forth in this Section 4.39.06. The Parties Notwithstanding anything in this Agreement to the contrary, the limitations set forth herein shall not be required apply in the event that Seller, MR Holdings, Parent or Principal is found to indemnifyhave committed fraud or intentional misrepresentation. Notwithstanding anything to the contrary contained in this Agreement, defend no Party shall have any right to indemnification under this Article IX with respect to any Losses or hold harmless any Buyer Indemnitee or Seller Indemnitee, alleged Losses if such matter was determined as the case may be, until the aggregate amount part of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined proration adjustment procedures set forth in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereof3.03.

Limitations on Indemnification. (ai) Notwithstanding any other provision of anything contained in this Agreement to the contrary, Gerszberg, Xxxxxxx and the Parties' obligations pursuant to this Article IV areTransferors, on the one hand, and at all times Iconix, on the other hand, shall benot be obligated to indemnify the other party unless and until a claim is asserted before the end of the relevant survival period specified in Section 4.11(a)(ii). In addition, subject notwithstanding anything contained in this Agreement to the limitations set forth in this Section 4.3. The Parties contrary, Gerszberg, Xxxxxxx or the Transferors shall not be required to indemnifypay an aggregate amount in excess of Twenty Million Dollars ($20,000,000) (the “Cap”) in respect of all Losses incurred by the Iconix Indemnified Parties by reason of the breach of warranty or misrepresentation of Gerszberg, defend Xxxxxxx or hold harmless any Buyer Indemnitee the Transferors, and Iconix shall not be required to pay an aggregate amount in excess of the Cap in respect of all Losses incurred by the MEE Indemnified Parties by reason of the breach of warranty or Seller Indemniteemisrepresentation of Iconix. No party to this Agreement shall have an obligation for indemnification under this Section 4.11 unless the aggregate Losses suffered by the MEE Indemnified Parties or Iconix Indemnified Parties, as the case may be, until under Section 4.11(c) or 4.11(b), respectively, exceed Two Hundred Fifty Thousand Dollars ($250,000) (the aggregate “Basket”). Losses to which the Basket applies, as described in the preceding sentence, are hereinafter referred to as the “Basket Losses” At such time as their Basket Losses exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, the MEE Indemnified Parties or Iconix Indemnified Parties, as applicable, shall be entitled to be indemnified against the full amount of all such Basket Losses that have been incurred or suffered by such indemnitees for which they are entitled to be indemnified under this Agreement (and not merely the Buyer Indemnifiable portion of such Basket Losses exceeding Two Hundred Fifty Thousand Dollars ($250,000), subject to the Cap). Notwithstanding anything to the contrary contained in this Section 4.11(f) the amount of indemnity payable (i) by Gerszberg, Xxxxxxx and the Transferors as a result of any Losses arising out of (A) a breach of the representations and warranties contained in Sections 3.1(a) (Organization, Power, Qualification), 3.1(b) (Authorization, Enforceability), 3.1(d) (The Assets), 3.1(j) (No Brokers or Seller Indemnifiable LossesFinders), 3.1(l) (Taxes), 3.1(q) (Taxes), 3.1(v) (Ownership of the Trademarks), 3.3(a) (Organization, Power, Qualification), or 3.3(b) (Authorization, Enforceability) of this Agreement or (B) the Excluded Liabilities or the Excluded Assets shall not be subject to the Cap or the Basket; (ii) by Iconix as a result of any Losses arising out of Sections 3.2(a) (Organization, Power, Qualification), 3.2(b) (Authorization, Enforceability) and 3.1(j) (No Brokers or Finders) of this Agreement shall not be subject to the Cap or the Basket and (iii) by either Iconix, on the one hand, or Xxxxxxx, Gerszberg and the Transferors, on the other hand, as a result of Losses arising out of the case may be, exceeds covenants or agreements of the Indemnity Basket (as defined parties contained in Section 4.3(b)), following which this Agreement that by their terms are to be satisfied after the indemnifying Party Closing Date shall indemnify, defend and hold harmless not be subject to the Buyer Indemnitees Cap or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereof.

Limitations on Indemnification. (a) Notwithstanding No party shall be entitled to assert any other provision of this Agreement claim for indemnification pursuant to Sections 6.2(a)(ii), 6.2(b)(i) or 6.3(b) unless such claim is asserted by an Indemnification Claim Notice given prior to the contrary, expiration of the Parties' obligations pursuant representation or warranty giving rise to this Article IV aresuch claim (provided that a claim that is barred by the passage of time under one representation and warranty may nevertheless be brought under another if it is not barred under that other), and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, then only until the aggregate amount of the Buyer Indemnifiable Losses attributable to the Purchaser Indemnitees or Seller Indemnifiable Lossesthe Sellers Indemnitees, as the case may be, exceeds $750,000.00 (the Indemnity “Basket Amount”); provided, however, that (as defined in Section 4.3(b)), following which i) thereafter the indemnifying Indemnifying Party or Parties shall indemnify, defend and hold harmless indemnify the Buyer Purchaser Indemnitees or the Seller Indemnitees, as the case may be, only for Losses in excess of the first $500,000.00, but not for the first $500,000.00 and (ii) the foregoing limitation relating to aggregate Losses exceeding the Basket Amount shall not be applicable to any Loss which any Purchaser Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of the breach of any of the representations and warranties set forth in Section 4.21(b). Notwithstanding anything in this Agreement to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In additioncontrary, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and maximum aggregate obligation of the Buyer's liability for Seller Indemnifiable LossesSellers, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either caseaggregate, pursuant to this Article IV is limited Section 6.2 shall not exceed twenty-five percent (25%) of the Adjusted Purchase Price, except that the aggregate limitation shall be one hundred percent (100%) of the Adjusted Purchase Price with respect to the following, of which 25% of the liability shall also be applied against the 25% limitation of liability: (1) Liabilities of the Company or any Subsidiary pursuant to the Apria Stock Purchase Agreement; (2) Sellers’ title to the Housecall Stock; (3) the Company’s title to the common stock of Housecall; (4) the Housecall Stock constituting the entire equity interest in the Company on a fully diluted basis; (5) the common stock of Housecall owned by the Indemnity CapCompany constituting the entire equity interest of Housecall on a fully diluted basis; (6) validity and enforceability of this Agreement; (7) Taxes; and (8) judgments, fines, and monetary penalties, settlements and requirements arising out of investigations, actions, demands, or charges brought by the Office of Inspector General, the Parties shall refer U.S. Department of Justice, a state Medicaid Fraud Control Unit or other administrative, enforcement or prosecutorial authority, related to health care fraud, abuse or other misconduct, including (without limitation) overbilling, kickbacks, Xxxxx violations, HIPAA violations, or violations of the Indemnity Cap that is or was Medicare Conditions of Participation (the matters referred to in effect on this clause (8) are collectively the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereof“Governmental Recoveries”).

Limitations on Indemnification. No Indemnitor shall be liable for an indemnification claim made under clause (a) Notwithstanding any other provision of this Agreement to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend 6.2 or hold harmless any Buyer Indemnitee or Seller Indemnitee6.3, as the case may be: (w) for which a claim for indemnification is not asserted hereunder on or before the applicable Survival Date; (x) to the extent Losses incurred by the Buyer Indemnified Parties in the aggregate under clause (a) of Section 6.2 or by the Seller Indemnified Parties in the aggregate under clause (a) of Section 6.3, as applicable, exceed a dollar amount equal to One Million Dollars ($1,000,000) (the “Indemnification Cap”); provided, that with respect to any claims for breaches of any Special Reps, the Indemnification Cap shall be an amount equal to fifty percent (50%) of the Stock Consideration; and unless and until the aggregate amount actual Losses of the Buyer Indemnifiable Losses or Seller Indemnifiable LossesIndemnified Parties, as the case may becollectively, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller IndemniteesIndemnified Parties, collectively, as the case may beapplicable, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to Two Hundred and Fifty Thousand Dollars ($250,000) (the Indemnity Cap “Basket”), in which case the applicable Indemnitor(s) shall be obligated to the Indemnitee(s) for the amount of all Losses of the Indemnitee(s) (including the first dollar of Losses of the Buyer Indemnified Parties or the Seller Indemnified Parties, as defined in Section 4.3(b)applicable, required to reach the Basket); provided, however, that the Basket and the Indemnification Cap shall not apply to (i) indemnification claims to the extent amounts are actually paid under insurance maintained by the Indemnitor (or any of its Affiliates) and (ii) indemnification claims based in determining whether whole or in part upon Fraud. The Basket and the Seller's Indemnification Cap shall apply only to indemnification claims made under clause (a) of Section 6.2 or 6.3 and DQE's liability for a particular Buyer Indemnifiable Loss shall not affect or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, apply to any other indemnification claim made pursuant to this Article IV is limited by the Indemnity CapAgreement, including those asserted under any other clause of Section 6.2 or 6.3 (collectively such Losses, “Exempted Losses”). For avoidance of doubt, the Parties maximum liability of Seller for all indemnifiable matters (including the Exempted Losses) shall refer be limited to an amount equal to fifty percent (50%) of the Stock Consideration. In addition, with respect to any Loss for which the Buyer is being indemnified under sub-clauses (a), (b) and (c) of Section 6.2, Seller shall only bear and be liable for 56.6% of such Losses. Losses shall not include any indirect, special, exemplary, consequential, punitive damages or damages determined by a multiple, except in each case to the Indemnity Cap that extent actually awarded to a third-party who is not a party to this Agreement or was in effect on an Affiliate of a party to this Agreement. Notwithstanding any contrary provision of this Article VI, until such time as all of the date that Exchange Shares have been registered for resale with the SEC or may be resold pursuant to Rule 144, or until the liquidated damages paid to Seller under Section 5.9(b) equal at least One Million Dollars ($1,000,000), Seller’s obligations under this Article VI to indemnify any Buyer Indemnitee or Seller Indemnitee, as Indemnified Parties for any Losses shall be suspended and no action may be taken to enforce the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofsame.

Limitations on Indemnification. (a) Notwithstanding any other ------------------------------ provision of this Article 7, (i) no Indemnitee shall be entitled to indemnification hereunder for Losses arising out of or based upon any inaccuracy in or breach of any representation or warranty made in or pursuant to this Agreement or any Other Agreement until the aggregate of all Losses to such Indemnitee exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "Threshold Amount") and then such Indemnitee shall be entitled to indemnification for all of such Losses, and (ii) no Indemnitor shall be liable for aggregate Losses under this Agreement in excess of Ten Million Dollars ($10,000,000) in the aggregate. For the avoidance of doubt, Royal Hospitality's and the Shareholders' collective total liability for all Losses under this Agreement shall not exceed $10,000,000 in the aggregate. The limitations set forth in this Section 7.4, however, shall not apply to (i) amounts paid in satisfaction of the judgment (including interest and attorneys fees) of claims arising out of the suit captioned Lily ---- Transportation Corp v. Royal Institutional Service, Inc., Gem Laundry LLC ------------------------------------------------------------------------- d/b/a Harbor Healthcare Laundry Services; Xxxx Xxxxxxxxx, Xxxx Xxxxxxx and -------------------------------------------------------------------------- Xxxxx Xxxx, initially filed in the Superior Court of the County of Norfolk, ---------- Massachusetts, or (ii) the covenants to be performed by the Shareholders set forth in Section 4.11. In addition, the calculation of the Threshold Amount shall include any Losses incurred by an Indemnitee for which the Indemnitee would have been entitled to claim indemnification under this Article 7 with respect to a breach of representation or warranty but for such representation or warranty being qualified by materiality or by reference to a Material Adverse Effect. Notwithstanding any provision of this Section 7.4 to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties 7.4 shall not be required apply to indemnify, defend any claim for indemnification for Losses by Buyer relating to or hold harmless arising from any Buyer Indemnitee or Seller Indemnitee, as the case may be, until the aggregate amount breach of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined representations and warranties set forth in Section 4.3(b2.1(a)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereof.

Limitations on Indemnification. (a) Notwithstanding the foregoing provisions of Section 11.1, (i) the Sellers shall not be required to indemnify the Buyer or any Buyer-Related Entities under Sections 11.1(a), 11.1(b) or 11.1(c) unless the aggregate of all amounts for which an indemnity would otherwise be payable by the Sellers under Sections 11.1(a), 11.1(b) and 11.1(c) exceeds the Basket Limitation; provided, however, if such Losses equal or exceed the Basket Limitation, then Sellers’ liability for Losses under (A) Sections 11.1(a) and 11.1(b) shall be for the entire amount thereof, subject to the Cap Limitation, and (B) Section 11.1(c) shall be for the entire amount thereof, subject to the Tax Cap Limitation and (ii) in no event shall the liability of the Seller with respect to the indemnification provided for in (A) Sections 11.1(a) and 11.1(b) exceed in the aggregate the Cap Limitation and (B) Section 11.1(c) exceed in the aggregate the Tax Cap Limitation, (iii) in the event the Buyer obtains knowledge of any inaccuracy or breach of any representation, warranty, or covenant of the Seller contained in this Agreement (a “Buyer Waived Breach”) after the date hereof but prior to the Closing, and nonetheless proceeds with and consummates the Closing, then the Buyer and any Buyer-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article XI for, or any other provision claim or cause of action under this Agreement Agreement, at law or in equity on account of any such Buyer Waived Breach. Notwithstanding anything herein to the contrary, the Parties' obligations pursuant to this Article IV areBasket Limitation, the Cap Limitation, the Tax Cap Limitation and at all times the Survival Period shall be, subject not apply to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until the aggregate amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofExcluded Liabilities.

Limitations on Indemnification. (ai) Notwithstanding Other than in instances of fraud, intentional misrepresentation, or willful misconduct or breach of any of the Fundamental Representations, no Indemnitee shall be entitled to recover any Losses for breach of the representations and warranties of any party contained herein, unless such Indemnified Party's cumulative aggregate claims therefor exceed two hundred thousand dollars ($200,000) (the “Basket”)), in which case the Indemnitee shall be entitled to recover all Losses. Further, other provision than in instances of fraud, intentional misrepresentation, or willful misconduct or breach of any of the Fundamental Representations, in no event shall either one of the following conditions take place: (A) the cumulative aggregate liability of the Seller Indemnitors under this Agreement exceed five percent (5%) of the Total Purchase Consideration, allocated between cash and Warrants in the same proportion as the form of consideration paid for the Delivered Purchase Consideration, or (B) the liability of any Seller Indemnitor under this Agreement exceed five percent (5%) of the pro rata portion (calculated based on the proportion of Delivered Purchase Consideration finally determined to be payable (without the possibility of appeal) to or received by such Seller Indemnitor) of the Total Purchase Consideration, allocated between cash and Warrants in the same proportion as the form of consideration paid for the Delivered Purchase Consideration. For each Seller Indemnitor, in the event of a breach of any of the Seller’s Fundamental Representations, or in instances of fraud, intentional misrepresentation, or willful misconduct that are not directly attributable to such Seller Indemnitor, including without limitation, any indemnification obligations of the Seller Indemnitors under clause (iv) of Section 8.02(a) of this Agreement or any indemnification due to a breach of Section 2.04(5) of this Agreement, then the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or liability of such Seller Indemnitee, as the case may be, until the aggregate amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV Indemnitor shall in no event exceed an aggregate amount 100% of dollars equal the consideration that it has received pursuant to the Indemnity Cap terms of this Agreement and/or the Distribution Agreement. However, in instances of fraud, intentional misrepresentation, or willful misconduct on the part of a Seller Indemnitor that are the direct and proximate cause of Losses to Buyer Indemnitees, then the foregoing limitations on indemnification shall not apply to the liability of only such Seller Indemnitor(s) that are the direct and proximate cause of such Losses of the Buyer Indemnitees. Buyer Indemnitees shall first seek indemnification from the Escrow Fund (as defined in Section 4.3(bthe Escrow Agreement)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to not seek indemnification from the Seller as contemplated by Section 4.4 hereofIndemnitors until the Escrow Fund is exhausted.

Limitations on Indemnification. (ai) Notwithstanding any other provision No action or claim for Damages arising out of this Agreement to or resulting from a breach of representations and warranties shall be brought or made after the contrary, expiration of the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations period set forth in this Section 4.3. The Parties 6.8; provided, however, that the foregoing time limitations shall not be required apply to indemnify, defend any such claims which have been the subject of a written notice from Buyer or hold harmless any Parent to Seller or from Seller to Buyer Indemnitee or Seller IndemniteeParent, as the case may be, until prior to such period, which notice specifies in reasonable detail the nature of such claim. Subject to the provisions of this Section 6.7(c), (A) Seller, on the one hand, and Buyer and Parent, on the other hand, shall not be required to indemnify Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in respect of breaches of, or inaccuracies in, representations and warranties, under Section 6.7(a)(i)(A) or Section 6.7(a)(ii)(A) (including any representation or warranty of Seller set forth in the second sentence of Section 4.2(b)), as the case may be, and (B) Seller shall not be required to indemnify Buyer Indemnified Parties in respect of Designated Environmental Liabilities under Section 6.7(a)(i)(D), except, in either case, (I) if the aggregate amount of the Damages with respect to any claim or series of related claims for which Buyer Indemnifiable Losses Indemnified Parties or Seller Indemnifiable LossesIndemnified Parties, as the case may be, are (but for this clause (I)) entitled to indemnification from Indemnifying Parties pursuant to Section 6.7(a)(i)(A) or Section 6.7(a)(ii)(A) (including any representation or warranty of Seller set forth in the second sentence of Section 4.2(b)), as the case may be, and/or, in the case of Buyer Indemnified Parties, in respect of Designated Environmental Liabilities pursuant to Section 6.7(a)(i)(D), exceeds $30,000 in the aggregate (the "Minimum Claim Amount") (it being understood and agreed that an Indemnifying Party shall not be liable for any Damages with respect to any claim or series of related claims under Section 6.7(a)(i)(A) or Section 6.7(a)(ii)(A) (including any representation or warranty of Seller set forth in the second sentence of Section 4.2(b)), as the case may be, or under Section 6.7(a)(i)(D) in respect of Designated Environmental Liabilities, in the event that the aggregate amount of all Damages due from the Indemnifying Party in respect of such claim or series of related claims is less than the Minimum Claim Amount) and (II) to the extent that the aggregate amount of all Damages for which Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, are (but for this clause (II)) entitled to indemnification in respect of (A) Designated Environmental Liabilities and (B) breaches of, or inaccuracies in, representations and warranties pursuant to Section 6.7(a)(i)(A) or Section 6.7(a)(ii)(A) (including any representation or warranty of Seller set forth in the second sentence of Section 4.2(b)), as the case may be, exceeds $300,000 in the Indemnity Basket aggregate (the "Deductible Amount"), whereupon such Indemnified Parties shall be entitled to indemnification in respect of such matters only for Damages in excess of the Deductible Amount (it being understood and agreed that (aa) any claim or series of related claims for Damages in respect of such matters of less than the Minimum Claim Amount shall be disregarded for purposes of calculating the Deductible Amount, and (ab) the Deductible Amount is intended as defined a deductible, and no Indemnifying Party shall be liable for any Damages where the aggregate amount of all Damages in respect of such matters for which the Indemnified Parties would be entitled to indemnification in the absence of the preceding clause (II) is less than the Deductible Amount); provided further, however, that, the liability of the Indemnifying Parties for Damages in respect of (A) Designated Environmental Liabilities and (B) breaches of, or inaccuracies in, representations and warranties pursuant to Section 4.3(b6.7(a)(i)(A) or Section 6.7(a)(ii)(A) (including any representation or warranty of Seller set forth in the second sentence of Section 4.2(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only shall not exceed $5,000,000 in the aggregate (the "Maximum Amount"). For purposes of determining any breach of, and calculating the amount of Damages incurred by the Indemnified Party arising out of or resulting from, any breach of a representation or warranty by Seller, Buyer or Parent, the references to a "Material Adverse Effect" or materiality (or other correlative terms), including as expressed in accounting concepts such as GAAP, shall be disregarded. The parties acknowledge that any limitation or condition of liability contained in this Section 6.7(c)(i) or otherwise herein is not applicable to breaches of covenants or agreements in this Agreement, the extent that Retained Liabilities (other than the Buyer Indemnifiable Losses Designated Environmental Liabilities) or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofAcquired Liabilities.

Limitations on Indemnification. (a) Notwithstanding any other provision of this Agreement to the contrary, the Parties' parties’ obligations pursuant to this Article IV IX are, and at all times shall be, subject to the limitations set forth in this Section 4.39.3. The Parties parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until the aggregate dollar amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, as determined by taking into account all Indemnifiable Losses (except for Indemnified Losses to which the Indemnity Cap does not apply) asserted against or suffered by the Buyer Indemnitees or the Seller Indemnitees, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b9.3(b)), following which the indemnifying Party party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the aggregate amount of Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed exceeds the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, ’s liability for Buyer Indemnifiable Losses and the Buyer's ’s liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV IX, shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b9.3(b)); provided, however, that (i) in determining whether the Seller's and DQE's ’s liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant Losses exceeds an aggregate amount of dollars equal to this Article IV is limited by the Indemnity Cap, the Parties parties shall refer include in such aggregate amount of dollars the amount, if any, of the Seller’s liability for Buyer Indemnifiable Losses in respect of the Xxxxxxx Claims, if any, and (ii) in determining whether the Buyer’s liability for Seller Indemnifiable Losses exceeds an aggregate amount of dollars equal to the Indemnity Cap that is or was Cap, the parties shall include in effect on such aggregate amount of dollars the date that amount, if any, of the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Buyer’s liability for Seller Indemnifiable LossLosses in respect of the COBRA Claims, as the case may be, to the Seller as contemplated by Section 4.4 hereofif any.

Limitations on Indemnification. (a) Notwithstanding the provisions of Section 9.1 above, (i) in no event shall the liability of any other provision of this Agreement to Seller under Section 9.1 exceed the contraryCap Limitation for the applicable Property, in the Parties' obligations pursuant to this Article IV areaggregate, and at (ii) in no event shall any Seller have any liability under Section 9.1 with respect to any Property until such liability exceeds the Basket Limitation for such 41 Property (in which case Seller shall be responsible for all times shall be, such liability from dollar one (but subject to the limitations set forth Cap Limitation) and not just the portion that exceeds the Basket Limitation. (b) If, prior to the Closing of any Property, Buyer obtains knowledge of any inaccuracy or breach of any representation, warranty or pre-closing covenant of Seller contained in this Agreement (a “Buyer Waived Breach”) and nonetheless proceeds with the and consummates the Closing, then Buyer and any Buyer-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under Section 4.39.1 for, or any other claims or cause of action under this Agreement at law or in equity on account of, any such Buyer Waived Breach. The Parties shall not be required to indemnify(c) Notwithstanding the provisions of Section 9.2 above, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until the aggregate amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall i) in no event shall the liability of Buyer under Section 9.2 exceed an aggregate amount of dollars equal the Cap Limitation, in the aggregate, and (ii) in no event shall the Buyer have any liability under Section 9.2 until such liability exceeds the Basket Limitation (in which case Buyer shall be responsible for all such liability from dollar one (but subject to the Indemnity Cap Limitation) and not just the portion that exceeds the Basket Limitation. (as defined d) If, prior to any Closing, Seller obtains knowledge of any inaccuracy or breach of any representation, warranty or pre-closing covenant of Buyer contained in this Agreement (a “Seller Waived Breach”) and nonetheless proceeds with the and consummates the Closing, then Seller and any Seller-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under Section 4.3(b)); provided9.1 for, howeveror any other claims or cause of action under this Agreement at law or in equity on account of, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular any such Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereof.Waived Breach. ARTICLE X

Limitations on Indemnification. The parties’ respective rights to indemnification under this Article VIII are subject to the following limitations: (a) Notwithstanding any No Buyer Indemnified Party, on the one hand, or Seller Indemnified Party, on the other provision of this Agreement hand, shall be entitled to the contrary, the Parties' obligations indemnification hereunder with respect to an Indemnifiable Claim pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend Sections 8.2(a)(i) or hold harmless any Buyer Indemnitee or Seller Indemnitee8.2(b)(i), as the case may beapplicable (or, until if more than one such Indemnifiable Claim is asserted, with respect to all such Indemnifiable Claims) unless the aggregate amount of the Damages with respect to such Indemnifiable Claim or Claims of all Buyer Indemnifiable Losses Indemnified Parties or Seller Indemnifiable LossesIndemnified Parties, as the case may be, exceeds $250,000 (the Indemnity Basket (as defined in Section 4.3(b)“Threshold”), following in which the indemnifying event such Buyer Indemnified Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller IndemniteesIndemnified Party, as the case may be, only shall be entitled to indemnification hereunder for all Damages with respect to all of its Indemnifiable Claims in excess of the Threshold, but subject to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity BasketCap. In additionFurthermore, the Seller's maximum aggregate liability of Seller and DQE's liability, taken together, for Buyer Principals with respect to all Indemnifiable Losses Claims pursuant to Section 8.2(a)(i) and the Buyer's maximum aggregate liability for Seller of Buyer with respect to all Indemnifiable Losses, in either case, as contemplated by this Article IV Claims pursuant Section 8.2(b)(i) shall in no event exceed each be an aggregate amount of dollars equal to 10% of the Indemnity Cap Purchase Price (as defined in Section 4.3(b)the “Cap”); provided, however, that any Damages with respect to an Indemnifiable Claim of any Buyer Indemnified Party arising from any breach or inaccuracy of any representation and warranty in determining whether Sections 4.1 (Organization and Standing), 4.2 (Subsidiaries), 4.3 (Power and Authority), 4.4 (Capitalization), 4.8 (Taxes), the Seller's third sentence of 4.10(a) (Proprietary Rights), the first sentence of 4.11 (Title to Purchased Assets), 4.14 (Brokerage and DQE's liability for a particular Buyer Indemnifiable Loss Finder’s Fees), 4.15 (Employee Benefit Matters) or 4.18 (Accounts Receivable; Inventories) shall not be subject to or applied toward the Threshold or the Buyer's liability Cap, and such Buyer Indemnified Party shall be entitled to indemnification for a particular Seller the entire amount of said Damages without regard to the Threshold or Cap. (b) The indemnification obligations of the parties with respect to any Indemnifiable Loss, in either case, Claims pursuant to this Article IV is limited by the Indemnity CapSection 8.2(a)(i) or Section 8.2(b)(i), the Parties as applicable, shall refer to the Indemnity Cap that is or was in effect terminate on the date that is 18 months after the Closing Date, except that the following indemnification obligations shall terminate 30 days after the expiration of the statute of limitation applicable to the items contained therein: (A) those of Seller and Principals with respect to any breach or inaccuracy of any representation or warranty set forth in Sections 4.1 (Organization and Standing), 4.2 (Subsidiaries), 4.3 (Power and Authority), 4.4 (Capitalization), 4.8 (Taxes), the third sentence of 4.10(a) (Proprietary Rights), the first sentence of 4.11 (Title to Purchased Assets), 4.15 (Employee Benefit Matters) and 4.18 (Accounts Receivable; Inventories); and (B) those of Buyer Indemnitee with respect to any breach or Seller Indemniteeinaccuracy of any representation or warranty set forth in Sections 3.1 (Organization and Standing) and 3.2 (Power and Authority); and (c) The foregoing provisions of this Section 8.3 notwithstanding, as if, prior to the case may betermination of any obligation to indemnify, delivered a written notice of a claimed breach or other occurrence or matter giving rise to a claim of indemnification is given by the party seeking indemnification (the “Indemnified Party”) to the party from whom indemnification is sought (the “Indemnifying Party”), or a suit or action based upon a claimed breach is commenced against the Indemnifying Party, the Indemnified Party shall not be precluded from pursuing such Buyer Indemnifiable Loss claimed breach, occurrence, other matter, or Seller Indemnifiable Losssuit or action, as or from recovering from the Indemnifying Party (whether through the courts or otherwise) on the claim, suit or action, by reason of the termination otherwise provided for above. (d) Except with respect to those actually awarded and paid on account of a Third Party Claim under Section 8.4, in no event shall any Indemnifying Party be liable to any Indemnified Party for any (i) punitive or exemplary damages or (ii) incidental, consequential, special or indirect damages, lost profits or lost business, loss of enterprise value, diminution of value of any business, damage to reputation or loss to goodwill, whether based on contract, tort, strict liability, other law or otherwise except, in the case may beof clause (ii), to the Seller as contemplated by Section 4.4 hereof.extent such damages are reasonably foreseeable in connection with the event that gave rise thereto or the matter for which indemnification is sought hereunder. 28

Limitations on Indemnification. (a) Notwithstanding any other provision of this Agreement to the contraryforegoing, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties Seller shall not be required to indemnifyindemnify Buyer under either Section 8 for any Adverse Consequences arising from Seller's breach of any representations or warranties contained in Section 4 of this Agreement or for any Tax Loss under Section 9, defend except with respect to claims for breaches of Section 4(t) (Capitalization) or hold harmless any Buyer Indemnitee Sections 3(a)(iii) or Seller Indemnitee4(b) (Brokers' Fees), as the case may be, unless and until the aggregate amount of all such claims is at least $250,000 (the "Basket") (and Seller shall only be required to indemnify Buyer Indemnifiable for such claims in excess of the Basket). Seller's aggregate liability under this Section 8 for breaches of any representations or warranties contained in this Agreement and for Tax Losses under Section 9 is limited to an amount equal to twenty percent (20%) of the Purchase Price. Notwithstanding anything to the contrary herein, (A) Seller shall not be obligated to indemnify Buyer against any Adverse Consequences arising from or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees relating to any claim or the Seller Indemnitees, as the case may be, only liability to the extent that such claim or liability is taken into account in determining the Buyer Indemnifiable Losses or adjustment to the Preliminary Purchase Price pursuant to Section 2(f) above and (B) if the reserve for non-Income Tax liabilities shown in the Closing Date Pro Forma Balance Sheet is greater than the amount shown in the December Financial Statements and such difference is taken into account in determining the adjustment to the Preliminary Purchase Price pursuant to Section 2(f) above, then the indemnification obligation of the Seller Indemnifiable Losses, as with respect to breaches of the case may be, exceed the Indemnity Basket. In addition, the Seller's representations and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, warranties contained in either case, as contemplated Section 4(f)(ii) shall be calculated by this Article IV shall in no event exceed an aggregate amount of dollars equal reference to the Indemnity Cap (as defined reserve for non-Income Taxes shown in Section 4.3(b)); provided, however, that the Closing Date Pro Forma Balance Sheet rather than the amount shown in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofDecember Financial Statements.

Limitations on Indemnification. (a) Notwithstanding anything in Sections 9.1 or 9.2, or any other provision term or condition of this Agreement Agreement, or otherwise, which is or may appear to be to the contrary, Seller's and the PartiesSeller Shareholders' obligations pursuant to this Article IV aresole liability for any and all Section 9.2(a) Escrow Events and Section 9.2(b) Escrow Events shall be limited to, respectively, the Initial Escrow Period and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller IndemniteeSecondary Escrow Period, as the case may be, until and to Buyer's setting off the aggregate amount of the Buyer Indemnifiable Losses claim arising from the Section 9.2(a) Escrow Event or Seller Indemnifiable LossesSection 9.2(b) Escrow Event, as the case may be, exceeds against, and the Indemnity Basket (recovery of such amount from the forfeiture and cancellation of, the corresponding number of Initial Escrow Shares subject to the Initial Escrow Agreement or Secondary Escrow Shares subject to the Secondary Escrow Agreement, as defined in the case may be. For purposes of Section 4.3(b)), following which 9.1 and this section and for determining the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees number of Initial Escrow Shares or the Seller IndemniteesSecondary Escrow Shares, as the case may be, only which are subject to the extent that the indemnification and forfeiture to Buyer Indemnifiable Losses and Acquisition Sub for any Section 9.2(a) Escrow Event, Section 9.2(b) Escrow Event or the Seller Indemnifiable LossesSection 9.2(c) Escrow Event, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss Initial Escrow Shares or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller IndemniteeSecondary Escrow Shares, as the case may be, delivered shall be valued at a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, per share price equal to the average reported last sales price for the common stock of Buyer for the ten trading days ending on the Friday prior to the date the claim for indemnification is made by Buyer or Acquisition Sub in accordance with Section 9.5 of this Agreement. Notwithstanding the foregoing, however, if a Control Event occurs at any time during the Initial Escrow Period, there shall be no Secondary Escrow Agreement or Secondary Escrow Shares, and Seller as contemplated by and Seller Shareholders shall have no liability for any Section 4.4 hereof.9.2(b)

Limitations on Indemnification. (a) Notwithstanding any other provision the foregoing provisions of this Agreement to the contraryArticle VIII, the Parties' obligations (i) neither party shall be liable, pursuant to this Article IV areSection 8.01 or Section 8.02, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless for any Buyer indemnifiable Losses suffered by any Purchaser Indemnitee or any Seller Indemnitee, as applicable, arising out of a breach of any representation, warranty or covenant herein unless a claim therefor is asserted in writing within the case may beapplicable Survival Period, until failing which such claim shall be waived and extinguished, (ii) Seller shall not be liable, pursuant to Section 8.01(i), for (x) any Losses suffered by any Purchaser Indemnitee arising out of a breach of any representation or warranty of Seller herein unless the aggregate amount of all such Losses suffered by the Buyer Indemnifiable Losses or Seller Indemnifiable LossesPurchaser Indemnitees exceeds, as the case may beon a cumulative basis, exceeds the Indemnity Basket (as defined in Section 4.3(b))$7,500,000, following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, then only to the extent that of any such excess or (y) the Buyer Indemnifiable Losses or first fifteen individual items where the Loss relating thereto is less than $50,000 and such fifteen items shall not be aggregated for purposes of the immediately preceding clause (x), (iii) the aggregate liability of Seller Indemnifiable Losseshereunder, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken togetherpursuant to Section 8.01(i), for Buyer Indemnifiable Losses and suffered by the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV Purchaser Indemnitees shall in no event exceed an aggregate amount of dollars equal $120,000,000, and (iv) neither party hereto shall be liable to the Indemnity Cap (as defined other for indirect, special, incidental, consequential or punitive damages claimed by such other party resulting from such first party’s breach of its representations, warranties or covenants hereunder. In no event shall Seller be obligated to indemnify the Purchaser Indemnitees or any other person with respect to any matter to the extent that such matter was taken into account in Section 4.3(b)); providedthe calculation of the adjustment to the Closing Date Payment, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either caseif any, pursuant to Section 2.03(c). The representations, warranties, covenants and agreements contained in this Agreement and in any document delivered in connection herewith shall survive the Closing solely for purposes of this Article VIII as follows (each, a “Survival Period”): (i) the representations and warranties in Articles III and IV is limited by shall survive for eighteen months following the Indemnity CapClosing Date except that, the Parties representations and warranties contained in Sections 3.01 and 4.01 (Organization and Standing), Sections 3.02 and 4.02 (Authority; Execution and Delivery; Enforceability) and Section 3.05 (Good and Valid Title) shall refer to survive until the Indemnity Cap that is or was in effect on the date applicable statute of limitations expires and except that the Buyer Indemnitee representations and warranties contained in Section 3.09 (Taxes) shall survive until the statute of limitations with respect to any Taxes described therein expires (giving effect to any waiver, mitigation or Seller Indemnitee, as extension thereof) and (ii) the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as covenant in Section 5.02 (Access to Information) shall not survive the case may be, to the Seller as contemplated by Section 4.4 hereofClosing and all other covenants herein shall survive in accordance with their respective terms.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) Notwithstanding any other provision of this Agreement to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties Seller shall not be required to indemnify, defend indemnify Buyer or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until Buyer-Related Entities under this Agreement unless the aggregate amount of the Buyer Indemnifiable Losses or all amounts for which an indemnity would otherwise be payable by Seller Indemnifiable Losses, as the case may be, under Section 11.1 exceeds the Indemnity Basket Limitation, (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall b) in no event exceed an aggregate amount shall the liability of dollars equal Seller with respect to the Indemnity Cap (as defined indemnification provided for in Section 4.3(b)); provided, however, 11.1 exceed in the aggregate the Cap Limitation (provided that in determining whether Seller’s obligations under Article X with respect to prorations and adjustments and Seller’s obligations under Section 14.2 with respect to Brokers shall not be subject to the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss Basket Limitation or the Cap Limitation), (c) in the event Buyer obtains actual knowledge of any inaccuracy or breach of any representation, warranty, or covenant of Seller contained in this Agreement (a “Buyer Waived Breach”) after the Effective Date but prior to the Closing, and nonetheless proceeds with and consummates the Closing, then Buyer and any Buyer's liability -Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for a particular Seller Indemnifiable Loss, in either case, pursuant to indemnification under this Article IV is limited by the Indemnity CapXI for, the Parties or any other claim or cause of action under this Agreement, at law or in equity on account of any such Buyer Waived Breach. In no event shall Buyer be entitled to seek or obtain consequential, special, punitive or exemplary damages against Seller. In no event shall Seller be entitled to seek or obtain consequential, special, punitive or exemplary damages against Buyer. Solely for purposes of this Article 11, references to “actual knowledge” or words of similar import shall be deemed to refer solely to the Indemnity Cap that is actual knowledge of Xxxx Xxxxxx and Xxxx Xxxxxx on behalf of Buyer and shall not include any obligation of further inquiry or was in effect on the date that the Buyer Indemnitee investigation, nor any knowledge which could or Seller Indemniteeshould have been obtained, as the case may beor matter which might be deemed to be known to such person, delivered a written by virtue of constructive notice, inquiry notice, or any other form of notice or duty of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofinvestigation.

Limitations on Indemnification. (a) Notwithstanding any other provision the provisions of Section 8 of this Agreement Agreement, neither party (with Transcend and the Surviving Corporation being considered one party and the Shareholders being considered the other party) shall be entitled to the contraryclaim, the Parties' obligations pursuant to this Article IV arereceive or collect, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties other party shall not be required obligated to indemnifypay or defend against, defend any Loss of Transcend (in the case of Transcend and the Surviving Corporation) or hold harmless any Buyer Indemnitee Loss of Shareholders (in the case of the Shareholders), except to the extent that the Loss of Transcend or Seller IndemniteeLoss of Shareholders, as the case may be, until the aggregate amount exclusive in either case of the Buyer Indemnifiable costs and expenses of collection, including attorneys' fees and expenses, exceeds $10,000 (the "BASKET"), at which time the aggrieved party shall be entitled to claim, ------ receive or collect, and the other party shall be obligated to pay or defend against, all Losses of Transcend or Seller Indemnifiable LossesLosses of Shareholders, as the case may be, exceeds back to the Indemnity first dollar of the Basket. Thereafter, the Basket (shall no longer, as defined in Section 4.3(b))to claims made by such aggrieved party, following which the indemnifying Party shall indemnifyapply, defend and hold harmless the Buyer Indemnitees Losses of Transcend or the Seller IndemniteesLosses of Shareholders, as the case may be, only may be asserted as they are incurred without reference to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that the limitation contained in determining whether this paragraph (a) shall not apply to any Loss of Transcend arising by reason of the Seller's circumstances set forth in Section 8.2 (e) above, it being the understanding and DQE's liability for a particular Buyer Indemnifiable Loss or agreement of the Buyer's liability for a particular Seller Indemnifiable Lossparties that the Shareholders' obligation under said Section 8.2 (e) hereof shall be to pay the Surviving Corporation, subject only to the limitation with respect to Minority Shareholders set forth in either case, pursuant to paragraph (b) of this Article IV is limited by the Indemnity CapSection 8.6, the Parties shall refer to amount, if any, by which the Indemnity Cap that is or was in effect on Excess Bank Closing Payment exceeds the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofNorthwest Region Net Operating Contribution.

Limitations on Indemnification. (a) Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Purchaser Indemnified Parties shall not only be required entitled to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until indemnification under Section 6.2(a) above if the aggregate amount of Losses incurred by the Buyer Indemnifiable Purchaser Indemnified Parties with respect to which Purchaser claimed indemnification under Section 6.2(a) exceed Fifty Thousand Dollars ($50,000.00) (the “Deductible Amount”) whereupon the Purchaser Indemnified Parties shall be entitled to indemnification for all Losses or Seller Indemnifiable Losses, as incurred by the case may be, exceeds Purchaser Indemnified Parties in excess of the Indemnity Basket Deductible Amount (as defined including Losses that are individually less than $50,000 in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)amount); provided, however, that any Losses resulting from (i) any fraudulent or intentional misrepresentations of Seller or any Member Party or (ii) any breach of Section 2.7 (last sentence only), Section 2.8(b), Section 2.9, Section 2.10, Section 2.22, Section 2.23 and Section 2.30 (collectively, “Fundamental Representations”) shall not be subject to the Deductible Amount. Notwithstanding anything to the contrary in determining whether this Agreement, the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or Seller Indemnified Parties shall only be entitled to indemnification under Section 6.3(a) above if the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited aggregate amount of Losses incurred by the Indemnity CapSeller Indemnified Parties with respect to which Seller claimed indemnification under Section 6.3(a) exceed the Deductible Amount, whereupon the Seller Indemnified Parties shall refer be entitled to indemnification for all Losses incurred by the Seller Indemnified Parties in excess of the Deductible Amount (including Losses that are individually less than $50,000 in amount); provided, however, that any Losses resulting from any fraudulent or intentional misrepresentations of Purchaser shall not be subject to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofDeductible Amount.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) Notwithstanding any other provision of this Agreement to the contrary, the Parties' obligations pursuant to this Article IV are, and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties Seller shall not be required to indemnify, defend indemnify Buyer or hold harmless any Buyer Indemnitee Buyer-Related Entities as required under this Agreement or Seller Indemnitee, as any other liability under this Agreement or in any other instrument delivered at the case may be, until Closing unless the aggregate amount of the Buyer Indemnifiable Losses or all amounts for which an indemnity would otherwise be payable by Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket Limitation and, in such event, Buyer shall be entitled to recover all such amounts without regard to the Basket Limitation (as defined in Section 4.3(b)i.e., from the first (1st) dollar of such amounts), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall (b) in no event shall Seller’s aggregate liability for breach or default of any covenant, agreement, indemnity, representation, warranty or other obligation contained in this Agreement or in any document executed by Seller pursuant to this Agreement or in any other instrument delivered at the Closing or for any of Seller’s other liabilities contained in the foregoing exceed an aggregate amount of dollars equal to in the Indemnity Cap Limitation (as defined in Section 4.3(b)); provided, however, that in determining whether Seller’s obligations under Article X with respect to prorations and adjustments and Seller’s obligations under Section 15.2 with respect to the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss brokers shall not be subject to the Basket Limitation or the Buyer's liability for Cap Limitation), and (c) in the event that, after the Effective Date but prior to the Closing, Buyer and/or any officer, member, partner or employee of Buyer or any employee of an affiliate of Buyer involved in the Transaction obtains knowledge or is aware of any information that is contradictory to, and would constitute the basis of a particular Seller Indemnifiable Lossbreach of, any representation or warranty or failure to satisfy any condition on the part of Seller, then, promptly thereafter (and, in either caseall events, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer prior to the Indemnity Cap that is or was in effect on the date that the Closing), Buyer Indemnitee or shall deliver to Seller Indemnitee, as the case may be, delivered a written notice of such information specifying the representation, warranty or condition to which such information relates, and if Buyer Indemnifiable Loss shall have failed to provide Seller with such notice, such representation, warranty or Seller Indemnifiable Losscondition will not be deemed breached, as and Buyer shall not be entitled to bring any action after the case may beClosing Date based on such representation, warranty or condition (a “Buyer Waived Breach”). Without limiting the generality of the foregoing, Buyer shall be deemed to know that any representation or warranty contained herein is untrue, inaccurate or breached to the extent that (i) Buyer or any officer, member, partner or employee of Buyer or any employee of an affiliate of Buyer involved in the Transaction has knowledge of any fact or information which is inconsistent with such representation or warranty or (ii) this Agreement or any Space Lease, Contract or other information with respect to the Property delivered or made available to Buyer or any officer, member, partner or employee of Buyer or any employee of an affiliate of Buyer involved in the Transaction contain provisions inconsistent with any of such representation or warranty. Buyer and any Buyer-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under Section 11.1 or any other claim or cause of action under this Agreement, whether at law or in equity, on account of any such Buyer Waived Breach. In no event shall Buyer be entitled to seek or obtain consequential, speculative, special, punitive or exemplary damages against Seller. In no event shall Seller as contemplated by Section 4.4 hereofbe entitled to seek or obtain consequential, speculative, special, punitive or exemplary damages against Buyer.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) Notwithstanding Seller shall not be required to indemnify Buyer or any Buyer-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 11.1 above exceeds the Basket Limitation and, in such event Seller shall be responsible for only the amount in excess of the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 11.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Buyer obtains knowledge of any inaccuracy or breach of any representation, warranty or covenant of Seller contained in this Agreement (a “Buyer Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Buyer and any Buyer-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article XI for, or any other provision claim or cause of action under this Agreement Agreement, at law or in equity on account of any such Buyer Waived Breach, and (d) notwithstanding anything herein to the contrary, the Parties' obligations pursuant Basket Limitation and the Cap Limitation shall not apply with respect to this Article IV are, and at all times shall be, subject to the limitations Losses suffered or incurred as a result of breaches of any covenant or agreement of Seller set forth in Section 3.5, Section 3.6, Article X or Section 14.2 of this Section 4.3Agreement. The Parties After the Closing, Buyer shall not be required entitled to indemnify, defend any offsets or hold harmless deductions against any Buyer Indemnitee or Seller Indemnitee, as the case may be, until the aggregate amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees or owing under the Seller IndemniteesNote for Seller’s obligations under Section 11.1 above or elsewhere in this Agreement, as the case may be, only to the extent that the Buyer Indemnifiable Losses or the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofotherwise.

Limitations on Indemnification. No claim may be made against the Indemnity Escrow Deposit under this Article 9 unless and until the Parent Indemnified Parties have incurred aggregate Losses for which the Parent Indemnified Parties are entitled to indemnification pursuant to this Agreement in excess of Five Hundred Thousand Dollars (a$500,000) in the aggregate (the “Deductible Amount”) and then only to the extent that such aggregate amount of Losses exceeds the Deductible Amount. The maximum aggregate indemnification to which all of the Parent Indemnified Parties are entitled shall not exceed an amount equal to the Indemnity Escrow Deposit (the “Cap Amount”). Notwithstanding any other provision of this Agreement to the contrary, the Parties' obligations pursuant foregoing limitations shall not apply to any disputes in connection with the determination of the Closing Net Working Capital, which disputes shall be determined solely in accordance with the provisions of Section 1.09 and in respect of any Loss with respect to (a) the breach of any Fundamental Representation, (b) in the case of actual fraud or intentional misrepresentation by the Company arising from its representations and warranties contained in Article 3 of this Article IV areAgreement, (c) Indemnified Taxes (except as otherwise provided in Section 6.04(a)(ii)); or (d) a Company Stockholder’s assertion of dissenter’s rights under Section 262 of the DGCL in connection with the Merger. For purposes of calculating the Deductible Amount and at all times the Cap Amount, any Losses or claims attributable to the Fundamental Representations or actual fraud or intentional misrepresentation shall be, be ignored and shall not in any event be subject to or limited by the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until the aggregate amount of the Buyer Indemnifiable Losses or Seller Indemnifiable Losses, as the case may be, exceeds the Indemnity Basket (as defined in Section 4.3(b)), following which the indemnifying Party shall indemnify, defend and hold harmless the Buyer Indemnitees Deductible Amount or the Seller Indemnitees, as the case may be, only Cap Amount. If and to the extent that (i) the Buyer Indemnifiable Parent Indemnified Parties incur aggregate Losses or for which the Seller Indemnifiable Losses, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event exceed an aggregate amount of dollars equal Parent Indemnified Parties are entitled to the Indemnity Cap (as defined in Section 4.3(b)); provided, however, that in determining whether the Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, indemnification pursuant to this Article IV is limited by Agreement in excess of the Indemnity CapCap Amount and (ii) such Losses in excess of the Cap Amount are attributable to the Losses described in clauses (a) through (d) of the immediately proceeding sentence, the Company Stockholders will severally and not jointly, based on each Company Stockholder’s pro rata ownership of the Company Common Stock, indemnify and hold harmless such Parent Indemnified Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice accordance with each Company Stockholder’s respective Letter of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereofTransmittal.

Limitations on Indemnification. (a) Notwithstanding any other provision the provisions of this Agreement ARTICLE VIII, except to the contraryextent such Losses arise out of a breach of a Company Fundamental Representation, the Parties' no Seller shall have any indemnification obligations pursuant to this Article IV are, for Losses under Section 8.2(a)(i): (i) unless and at all times shall be, subject to the limitations set forth in this Section 4.3. The Parties shall not be required to indemnify, defend or hold harmless any Buyer Indemnitee or Seller Indemnitee, as the case may be, until the aggregate amount of all such Losses actually incurred by the Buyer Indemnifiable Losses or Seller Indemnifiable LossesPurchaser Indemnified Parties under Section 8.2(a)(i) exceeds an amount equal to Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) (the “Basket Amount”), as from and after which time the case may be, Sellers shall be liable only for the amount that exceeds the Indemnity Basket Amount; (as defined ii) unless and until the aggregate amount of such Losses actually incurred by the Purchaser Indemnified Parties under Section 8.2(a)(i) for any claim relating to any single matter or series or group of related matters exceeds Seventy-Five Thousand Dollars ($75,000.00) (a “Qualifying Claim”) and only Qualifying Claims, and only the amount of any Qualifying Claim in Section 4.3(b)excess of Seventy-Five Thousand Dollars ($75,000.00), following which shall be applied toward the indemnifying Party shall indemnify, defend and hold harmless satisfaction of the Buyer Indemnitees or the Seller Indemnitees, as the case may be, only Basket Amount; and(iii) except to the extent that the Buyer Indemnifiable such Losses or the Seller Indemnifiable Lossesarise out of a breach of a Company Fundamental Representation, as the case may be, exceed the Indemnity Basket. In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IV shall in no event shall the aggregate indemnification to be paid by the Sellers under Section 8.2(a)(i) exceed an aggregate the amount of dollars equal then available in the Indemnity Escrow Account. Notwithstanding anything to the contrary contained herein: (A) except to the extend such Losses arise out of a breach of a Company Fundamental Representation, the Purchaser Indemnified Parties’ sole recourse with respect to indemnifiable claims for Losses under Section 8.2(a)(i) shall be to the amount then available in the Indemnity Cap Escrow Account; (as defined in B) no Purchaser Indemnified Party may make a claim against the Indemnity Escrow Account for any Losses other than Losses that are subject to indemnification pursuant to Section 4.3(b6.4, Section 8.2(a)(i), Section 8.2(a)(ii) and/or Section 8.2(a)(v); providedand (C) the Purchaser Indemnified Parties’ sole recourse with respect to indemnifiable claims under Section 8.2(a)(vi) and/or with respect to any Special Indemnity Matter shall be a right to recover Special Losses from the amount then available in the Special Escrow Account and no Purchaser Indemnified Party may make a claim against the Special Escrow Account for any Losses other than Special Losses. Furthermore, however, the Purchaser Indemnified Parties acknowledge and agree that in determining whether no event shall the aggregate liability of any Seller (including any Joining Common Holder) under this Agreement exceed the aggregate Consideration Received by such Seller's and DQE's liability for a particular Buyer Indemnifiable Loss or the Buyer's liability for a particular Seller Indemnifiable Loss, in either case, pursuant to this Article IV is limited by the Indemnity Cap, the Parties shall refer to the Indemnity Cap that is or was in effect on the date that the Buyer Indemnitee or Seller Indemnitee, as the case may be, delivered a written notice of such Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, to the Seller as contemplated by Section 4.4 hereof.