Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. (a) To the extent that the Company Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.1, SEP I shall be liable only if (i) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunder.

Limitations on Indemnification. (a) To Subject to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the extent that the Company Purchaser Indemnified Parties would otherwise be entitled to indemnification for Damages any Losses pursuant to Section 6.1, SEP I shall be liable only if this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (i1%) of the Damages with respect to a claim exceed $100,000 Final Purchase Price (the “Minimum Claim Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (ii17.5%) of the Damages Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for all claims that exceed any Losses actually incurred with respect to any individual item or matter unless the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”)amount thereof exceeds US$100,000, and if such amount is not exceeded, then SEP I shall be liable only for Damages none of the Losses with respect to such item or matter will count toward satisfying the extent of any excess over the Deductible Threshold Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoingforegoing or anything to the contrary contained herein, (ithe limitations on indemnification set forth in this Section 12.06(a) the Deductible Amount shall not apply to breaches any Losses attributable to the Excluded Liabilities or inaccuracies the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Section 3.1Sections 5.01 (Organization, Section 3.2 Power and Section 3.4 and Authorization; Binding Effect), 5.05 (iiTitle to Purchased Assets; Sufficiency), 5.08(b) the Ceiling Amount shall not apply to breaches (Compliance with Law), 5.13 (Environmental Matters) or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration 5.17 (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderTax Matters).

Limitations on Indemnification. (a) To Fox’s obligation to indemnify Newco Indemnitees for Losses pursuant to Section 4.3(d)(i) or Section 4.3(e) is subject to the extent limitation that no indemnification shall be made by Fox with respect to any claim (including any Losses) until the Company Indemnified Parties would otherwise aggregate amount of all such Losses for which indemnification may be sought under Section 4.3(d)(i) and Section 4.3(e) exceeds $5,000,000 (the “Newco Deductible”), at which point the Newco Indemnitees shall be entitled to indemnification only for Damages those Losses in excess of the Newco Deductible; provided, however, that only individual claims or a series of related claims involving Losses in excess of $100,000 shall be included in the Newco Deductible or be counted for determining the amount of Losses to be indemnified to the Newco Indemnitees. Notwithstanding the foregoing, in no event shall the obligation of Fox to indemnify Newco Indemnitees pursuant to Section 6.1, SEP I shall be liable only if (i4.3(d)(i) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”or Section 4.3(e) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (250,000,000. For the “Deductible Amount”)avoidance of doubt, and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under limitations in this Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount 4.5 shall not apply to breaches or inaccuracies of representations and warranties contained in any claims for indemnification pursuant to Section 3.14.3(a), Section 3.2 4.3(b), Section 4.3(c), Section 4.3(d)(ii) and Section 3.4 and (ii) 4.3(d)(iii). For the Ceiling Amount avoidance of doubt, nothing herein shall not apply limit the ability of Fox to breaches Convey A&S Assets to Ainge or inaccuracies Newco in respect of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a any alleged breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public any provision of the shares Merger Agreement (including, for the avoidance of Common Stock issued in doubt, Section 2.6(a), Section 2.6(b), Section 2.8(d) and Section 2.8(h) of the IPO) minus the amount of all other Damages payable by SEP I hereunderMerger Agreement).

Limitations on Indemnification. (a) To There shall be no liability for Damages for breaches of representations and warranties unless and until the extent that aggregate amount of all Damages for all claims asserted by the Company Buyer Indemnified Parties would otherwise exceeds Five Hundred Thousand Dollars ($500,000); provided, however, after such amount of Damages exceeds Five Hundred Thousand Dollars ($500,000), all Damages, excluding the first Two Hundred Fifty Thousand Dollars ($250,000), shall be entitled to indemnification recoverable by the Buyer Indemnified Parties. There shall be no liability for Damages pursuant to Section 6.1for breaches of representations and warranties unless and until the aggregate amount of all Damages for all claims asserted by the Seller Indemnified Parties exceeds Five Hundred Thousand Dollars ($500,000); provided, SEP I however, after such amount of Damages exceeds Five Hundred Thousand Dollars ($500,000), all Damages, excluding the first Two Hundred Fifty Thousand Dollars ($250,000), shall be liable only if recoverable by the Seller Indemnified Parties. The limitations set forth in this Section 9.5(a) shall not apply to (i) the Damages representations and warranties set forth in Section 3.2 (Authority), Section 3.4 (Capitalization), Section 3.8 (Employee Benefit Plans), Section 3.10 (Taxes), the Selected Government Contracts Sections, Section 3.20 (Brokers), Section 4.3 (Company Shares), Section 4.4 (Brokers) and Section 5.7 (Brokers), (ii) claims regarding Buyer’s obligation to pay the Second Per Share Post-Closing Amount or (iii) claims based on criminal matters, fraud or intentional misrepresentation, with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceedwhich, in the aggregateeach case, $2,000,000 (the “Deductible Amount”), and then SEP I all Damages shall be liable only for Damages to recoverable from the extent of any excess over first dollar and shall be counted in determining whether the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under thresholds in this Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i9.5(a) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderhave been exceeded.

Limitations on Indemnification. (aa)(i) To Seller shall have no liability for any claim for indemnification pursuant to Section 6.2(a)(i) if the Damages for which the Indemnifying Party would be responsible for such claim and all related claims are less than the applicable De Minimis Amount. Seller shall have no liability for indemnification pursuant to (i) Section 6.2(a)(i) with respect to Damages for which indemnification is provided thereunder unless (A) the aggregate amount of such Damages (excluding all Damages associated with claims less than the applicable De Minimis Amount) for a claim and all related claims with respect to the particular representation being evaluated exceeds the Specified Deductible, if applicable, and (B) the aggregate amount of such Damages (excluding all Damages associated with claims less than the applicable De Minimis Amount and excluding all Damages to the extent less than the Specified Deductible, if applicable, and including any Damages in excess thereof) exceeds $500,000,000.00 (the “Threshold”), in which case Seller shall be liable for all such Damages (excluding all Damages associated with claims less than the applicable De Minimis Amount and excluding all Damages to the extent less than the Specified Deductible, applicable, and including any Damages in excess thereof); and (ii) Section 6.2(a)(iii) with respect to Damages for which indemnification is provided thereunder unless the aggregate amount of such Damages exceeds $15,000,000.00; provided, that the Company Indemnified Parties would otherwise be entitled to indemnification cumulative aggregate liability for all Damages pursuant to Section 6.1, SEP I shall be liable only if (i6.2(a)(i) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to $9,750,000,000.00 (the Aggregate Consideration (based on the per share price “Seller Cap”). The limitations in this Section 6.4(a) shall not apply to the public any Damages as a result of the shares of Common Stock issued inaccuracies in the IPO) minus Fundamental Seller Representations, and any such Damages shall not be counted in determining the amount of all other Damages payable by SEP I hereunderThreshold or the Seller Cap.

Limitations on Indemnification. 5.3.1 The provisions for indemnity under Section 5.1.1(a) shall be effective only (a) To for any individual claim or series of related claims arising from the extent that same facts and circumstances where the Company Indemnified Parties would otherwise Loss exceeds [***] and (b) when the aggregate amount of all Losses for claims or series of related claims arising from the same facts and circumstances in excess of [***] for which indemnification is sought from Sellers exceeds [***], in which case the Buyer Indemnitee shall be entitled to indemnification of such Buyer Indemnitee’s Losses in excess thereof. In no event shall Sellers have liability for Damages pursuant to indemnification under Section 6.1, SEP I shall be liable only if (i5.1.1(a) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceedany amount exceeding, in the aggregate, $2,000,000 [***]; provided, however, that (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (ix) the Deductible Amount foregoing limitations on indemnification under this Section 5.3.1 shall not apply to breaches of any Fundamental Representations or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 to any claims for indemnification based on common law fraud and (iiy) the Ceiling Amount Sellers shall not apply have liability for indemnification under Section 5.1.1(a) with respect to breaches of any Fundamental Representations or inaccuracies of representations and warranties contained Section 5.1.1(b) for any amount exceeding, in Section 3.4; providedthe aggregate, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal the Closing Payments. Notwithstanding anything to the Aggregate Consideration contrary, no Party shall be liable for any Loss to the extent arising from (based a) a change in accounting or taxation Law, policy or practice made after the Closing, other than a change required to comply with any Law, policy or practice in effect on the per share price to Closing Date, (b) any Law not in force on the public of the shares of Common Stock issued date hereof or any change in Law which takes effect retroactively, or (c) any increase in the IPO) minus rates of taxation in force on the amount of all other Damages payable by SEP I hereunderClosing Date.

Limitations on Indemnification. (a) To Notwithstanding the extent that the Company provisions of this Article VIII, no Purchaser Indemnified Parties would otherwise Party shall be entitled to indemnification for Damages pursuant any Losses under Section 8.2(a)(i) or Section 8.2(a)(iii) unless and until the aggregate amount of all such Losses exceeds an amount equal to Section 6.1, SEP I shall be liable only if Two Million Seven Hundred Fifty Thousand Dollars (i$2,750,000) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”); provided, however, that from and then SEP I shall be liable only for Damages to after such time as the extent total amount of any excess over Losses actually incurred by the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Purchaser Indemnified Parties under Section 6.1 exceed $10,000,000 (8.2(a)(i) and Section 8.2(a)(iii) exceeds the “Ceiling Deductible Amount”). Notwithstanding , the foregoingPurchaser Indemnified Parties shall be entitled to indemnification only for the amount that exceeds the Deductible Amount, (i) and provided, further, that the Deductible Amount shall not apply to any Losses resulting from breaches or inaccuracies of representations the Company Fundamental Representations or Seller Fundamental Representations. Notwithstanding the provisions of this Article VIII, no Purchaser Indemnified Party shall be entitled to indemnification for any individual Loss or series of related Losses under Section 8.2(a)(i) which do not exceed $25,000 (“Basket Amount”) (which Losses shall not count toward the Deductible Amount) unless and warranties contained until such Losses in Section 3.1the aggregate exceed the Deductible Amount; provided, Section 3.2 and Section 3.4 and (ii) however, that the Ceiling Basket Amount shall not apply to any Losses resulting from breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach the Company Fundamental Representations or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderSeller Fundamental Representations.

Limitations on Indemnification. (a) To Seller shall not be required to indemnify any Person under Section 9.1(a) unless the extent that the Company Indemnified Parties aggregate amount of all Losses for which indemnity would otherwise be entitled to indemnification for Damages pursuant to payable by Seller under Section 6.19.1(a) exceeds $10,000,000, SEP I and in such event, Seller shall be liable responsible for only if (i) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, amount in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent excess of any excess over the Deductible Amountsuch amount. In no event shall SEP I’s aggregate liability the total indemnification to the Company Indemnified Parties be paid by Seller under Section 6.1 9.1(a) exceed $10,000,000 (100,000,000. Seller shall not be required to indemnify any Person under Section 9.1(b) unless the “Ceiling Amount”)aggregate of all Losses for which indemnity would otherwise be payable by Seller under Section 9.1(b) exceeds $250,000, and in such event, Seller shall be responsible for only the amount in excess of such amount. Notwithstanding the foregoingThe foregoing limitations, (i) the Deductible Amount however, shall not apply to breaches any claims arising out of Section 2.2 (Stock), 2.3(e) (No Indebtedness), 2.8 (Authorization; No Conflicts) (only with respect to the first two sentences thereof), 2.17 (No Brokers or inaccuracies of representations and warranties contained in Section 3.1Finders), Section 3.2 5.3(b) (Liability for Taxes), Section 6.10 (Indemnity for Certain ERISA Liabilities) and Section 3.4 6.11 (Employee Indemnity), for which (subject to the terms and (iiconditions thereof) Seller shall indemnify the Ceiling Amount Indemnified Party for the full amount of any Loss. Any amounts required to be paid by Seller pursuant to Section 5.3 of this Agreement shall not apply be deemed to breaches or inaccuracies be an indemnification payment for purposes of representations and warranties contained in this Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunder9.5.

Limitations on Indemnification. (aThe Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) To in respect of any inaccuracy in or any breach of any representation and warranty of the extent that Seller contained in this Agreement unless and until the Company Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.1, SEP I shall be liable only if (i) the Damages with respect to a claim exceed amount of Losses exceeds $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, 720,000 in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any Losses in excess over the Deductible Amount. In of such amount; provided, however, that in no event shall SEP I’s aggregate the liability of the Seller with respect to the Company Indemnified Parties under Section 6.1 Losses exceed $10,000,000 (the “Ceiling Amount”)10,000,000. Notwithstanding the foregoing, (i) the Deductible Amount provisions of the previous sentence shall not apply with respect to breaches the indemnities contained in Section 8.2(b) or inaccuracies to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.13.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, Section 3.2 and Section 3.4 then only to the extent of Losses in excess of such amount and (ii) such $100,000 in Losses retained by the Ceiling Amount Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to breaches the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or inaccuracies punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of representations and warranties contained the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunder2.3.

Limitations on Indemnification. (a) To the extent that the Company SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.18.1(a), SEP I SPLC shall be liable only if (i) the Damages with respect to a any individual claim exceed One Hundred Thousand Dollars ($100,000 100,000) (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, One Million Dollars ($2,000,000 1,000,000) (the “Deductible Amount”), and then SEP I SPLC shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP ISPLC’s aggregate liability to the Company SHLX Indemnified Parties under Section 6.1 8.1 and Section 8.3 exceed $10,000,000 20% of the Consideration (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.43.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Capitalization; Title to Subject Interests), Section 3.9 (Taxes), Section 3.16 (Brokerage Arrangements) and Section 3.17 (Books and Records) or breaches of the covenants in Section 2.4 (Purchase Price Adjustment), provided, that SEP ISPLC’s aggregate liability for a breach all claims under this Agreement, including for breaches or inaccuracy inaccuracies of representations and warranties contained in such Section 3.4 sections and for breaches of covenants, shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderConsideration.

Limitations on Indemnification. (a) To the extent that the Company OMP Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.111.1(a), SEP I Oasis, OMS Holdings, OMS and the General Partner shall be liable only if (i) the Damages with respect to a any individual claim exceed $100,000 75,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 5,150,840 (the “Deductible Amount”), and then SEP I OMS Holdings and OMS shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP IOasis’s, OMS Holdings’, OMS’s and the General Partner's aggregate liability to the Company OMP Indemnified Parties under Section 6.1 11.1 exceed $10,000,000 77,262,600 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 3.2, Section 3.4, Section 3.9, Section 3.16, and Section 3.4 3.17; provided, that Oasis’s, OMS Holdings’, OMS’s and (ii) the Ceiling Amount shall not apply to General Partner's aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in Section 3.4; providedsuch sections and for breaches of covenants, that SEP Ishall not exceed the Consideration. In no event shall the OMP’s and OMP Operating’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not to OMS Holdings Indemnified Parties exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderConsideration.

Limitations on Indemnification. (aThe Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) To in respect of any inaccuracy in or any breach of any representation and warranty of the extent that Seller contained in this Agreement unless and until the Company Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.1, SEP I shall be liable only if (i) the Damages with respect to a claim exceed amount of Losses exceeds $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, 720,000 in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any Losses in excess over the Deductible Amount. In of such amount; provided, however, that in no event shall SEP I’s aggregate the liability of the Seller with respect to the Company Indemnified Parties under Section 6.1 Losses exceed $10,000,000 (the “Ceiling Amount”)10,000,000. Notwithstanding the foregoing, (i) the Deductible Amount provisions of the previous sentence shall not apply with respect to breaches the indemnities contained in Section 8.2(b) or inaccuracies to any Loss arising out of -35- 40 any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.13.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, Section 3.2 and Section 3.4 then only to the extent of Losses in excess of such amount and (ii) such $100,000 in Losses retained by the Ceiling Amount Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to breaches the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or inaccuracies punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of representations and warranties contained the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunder2.3.

Limitations on Indemnification. Anything to the contrary contained herein notwithstanding (aA) To the extent Buyer Indemnitees shall not be entitled to recover from Pro-Fac pursuant to (1) Section 10.1(a)(i), Section 10.1(a)(iii) or Section 9.1 (except as otherwise provided in Section 9.1) of this Agreement any claim for Damages pursuant to Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 resulting from a single inaccuracy or breach that the Company Indemnified Parties Buyer would otherwise be entitled to indemnification be indemnified by Pro-Fac for hereunder (but for the limitations contained in this sentence) that is not equal to or in excess of $200,000 (the "Minimum Claim Amount") (provided, that for purposes of this clause (1) all claims for Damages arising out of the same facts or events or related to the same period (in the case of Section 9.1) resulting in such inaccuracy or breach shall be treated as a single claim) and (2) Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 unless and until the total of all claims for Damages pursuant to Section 6.110.1(a)(i), SEP I Section 10.1(a)(iii) and Section 9.1 that satisfy the Minimum Claim Amount exceeds $10,000,000 (the "Basket") (provided, that any Excess Payment and any amount paid by the Company pursuant to Section 6.27(ii) shall reduce the unused Basket, on a dollar-for-dollar basis; provided further, that in the event that the remaining unused Basket is less than the amount by which the Basket would be reduced at any time by this proviso, the Buyer Indemnitees shall be liable only if entitled to recover from Pro-Fac such excess of the reduction amount over the unused Basket) and then, once the Basket has been exceeded, Buyer Indemnitees shall be entitled to recover from Pro-Fac all amounts claimed pursuant to such Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 that exceed the Basket and (iB) the aggregate liability of Pro-Fac for indemnification payable pursuant to Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 shall not exceed $50,000,000 (the "Indemnity Cap"); provided, that the preceding limitations shall not apply to claims for Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent willful breach of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches representation or inaccuracies warranty contained in this Agreement or any inaccuracy or breach of any representations and warranties contained set forth in Section 2.1, Section 2.2, Section 2.4, Section 2.16, Section 3.1, Section 3.2 and or Section 3.4 and 3.3 of this Agreement or claims for Damages under clauses (ii) or (iv) of Section 10.1(a), regardless of whether such indemnity obligations relate to matters covered by representations and warranties that are subject to the Ceiling Amount limitations expressed in this sentence. For purposes of Section 10.1(a)(i), any requirement in any representation or warranty that an event or fact be material (whether quantitatively or qualitatively) in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. The Minimum Claim Amount, the Basket and the Indemnity Cap shall also apply with respect to the Pro-Fac Indemnitees' claims for indemnification pursuant to Section 10.1(b) in the same manner as described above; provided, that such limitations shall not apply to breaches claims for losses, damages, expenses, costs, Taxes, fines, penalties and fees of Pro-Fac, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals) with respect to any inaccuracy or inaccuracies breach of any representations and warranties contained set forth in Section 3.4; provided4.1, that SEP I’s aggregate liability for a breach Section 4.2, or inaccuracy Section 4.5 of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderthis Agreement.

Limitations on Indemnification. (a) To No Indemnifying Party hereto shall have any liability with respect to, or obligation to indemnify for, Losses under Article V hereof unless the extent aggregate amount of Losses for which such Indemnifying Party would, but for the provisions of this Section 5.5, be liable exceeds, on an aggregate basis, $500,000, it being agreed that in such event the Company Indemnified Parties would otherwise Indemnifying Party’s obligations under Article V hereof will take such threshold into account as a deductible and the Indemnitee will be entitled to indemnification for Damages pursuant to Section 6.1receive only amount of such Losses in excess of such threshold; provided, SEP I shall be liable only if (i) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims however, that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount such threshold shall not apply to breaches losses related to title to the Contributed Assets, the Pre-Closing Liabilities, the Post-Closing Liabilities, Taxes or inaccuracies any of representations the matters described in Sections 2.2, 2.3, 2.10, 2.19, 3.2, 3.3, 5.1(b), 5.2(b) and warranties contained 6.13 hereof. Notwithstanding anything in Section 3.1this Agreement to the contrary, Section 3.2 the maximum indemnification liability of the Contributor and Section 3.4 the Guarantor, on the one hand, and (ii) of the Ceiling Amount Parent and the Acquiror, on the other hand, shall not exceed $3,000,000; provided, however, that such limitation shall not apply to any breaches asserted with respect to Sections 2.2, 2.3, 2.19, 3.2 or inaccuracies 3.3 or any claims with respect to title to the Contributed Assets, the Pre-Closing Liabilities or the Post-Closing Liabilities, in which case the maximum indemnification liability of representations the Contributor and warranties contained in Section 3.4; providedthe Guarantor, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 on the one hand, and the Parent and the Acquiror, on the other hand, shall not exceed an amount equal $45,000,000. The Parties confirm that the indemnities and their terms contained herein are not subject to the Aggregate Consideration (based on the per share price to the public or qualified by limitations and qualifications of the shares of Common Stock issued indemnities set forth in the IPO) minus the amount of all other Damages payable by SEP I hereunderOmnibus Agreement.

Limitations on Indemnification. (a) To the extent that the Company SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.18.1(a), SEP I SPLC shall be liable only if (i) the Damages with respect to a any individual claim exceed One Hundred Thousand Dollars ($100,000 100,000) (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, One Million Dollars ($2,000,000 1,000,000) (the “Deductible Amount”), and then SEP I SPLC shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP ISPLC’s aggregate liability to the Company SHLX Indemnified Parties under Section 6.1 8.1 exceed Forty-Four Million Eight Hundred Thousand Dollars ($10,000,000 44,800,000) (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 3.2, Section 3.4, Section 3.9, Section 3.17 and Section 3.4 and (ii) 3.18 or breaches of the Ceiling Amount shall not apply to covenant in Section 2.4, provided, that SPLC’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in Section 3.4; providedsuch sections and for breaches of covenants, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderPurchase Price.

Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, all indemnifiable Losses to be paid after the Closing to Parent and its affiliates pursuant to this ARTICLE IX shall be paid solely out of any funds in the Indemnification Hold-Back (a) To and with respect to any Losses arising under Section 9.2(a)(iii), the Dissenters' Hold-Back, as well as the Indemnification Hold-Back), which shall be the sole and exclusive sources of payment for any such indemnity. Except for Claims based on actual fraud, Parent and its affiliates shall not be indemnified and held harmless: unless and until the total amount of Losses to Parent and its affiliates finally determined to arise thereunder based upon, attributable to or resulting from the breach or failure of all representations, warranties, covenants and other agreements, exceeds, in the aggregate $1,000,000 (the "Deductible"), and then only to the extent that the Company Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.1, SEP I shall be liable only if (i) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that such Losses exceed the Minimum Claim Amount Deductible; provided, however, that this limitation does not apply to Losses arising under Section 9.2(a)(iii); and for any Losses in excess of the amount of any funds then remaining in the Indemnification Hold-Back. Except for Claims based on actual fraud, the Shareholders shall not be indemnified and held harmless: unless and until the total amount of Losses to the Shareholders finally determined to arise thereunder based upon, attributable to or resulting from the breach or failure of all representations, warranties, covenants and other agreements, exceeds, in the aggregate, the Deductible, and then only to the extent that such Losses exceed the Deductible; or for any Losses that exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunder5,000,000.

Limitations on Indemnification. (a) To the extent that the Company SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.18.1(a), SEP I SPLC shall be liable for Damages pursuant to Section 8.1(a) only if (i) the Damages with respect to a any individual claim pursuant to Section 8.1(a) exceed One Hundred Thousand Dollars ($100,000 (the “Minimum Claim Amount”100,000) and (ii) the Damages for all claims that exceed the Minimum Claim Amount pursuant to Section 8.1(a) exceed, in the aggregate, One Million Dollars ($2,000,000 1,000,000) (the “Deductible Amount”), and then SEP I SPLC shall be liable only for Damages pursuant to Section 8.1(a) to the extent of any excess over the Deductible Amount. In no event shall SEP ISPLC’s aggregate liability to the Company SHLX Indemnified Parties under Section 6.1 8.1 exceed One Hundred Twenty-Two Million Dollars ($10,000,000 122,000,000) (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 for breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 3.20 (Management Projections and Section 3.4 Budget) shall not be subject to the Ceiling Amount but shall not exceed Six Hundred Ten Million Dollars ($610,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.43.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Capitalization; Title to Subject Interests), Section 3.9 (Taxes), Section 3.16 (Brokerage Arrangements) and Section 3.17 (Books and Records), provided, that SEP ISPLC’s aggregate liability for a breach all claims under this Agreement, including for breaches or inaccuracy inaccuracies of representations and warranties contained in such Section 3.4 sections described in clauses (i) and (ii) and for breaches of covenants, shall not exceed an the Consideration; provided, further, however, that the payment and indemnification obligations of SPLC pursuant to Article VI shall not be subject to any limitation in this Section 8.6(a) and shall be excluded from the determination of whether the maximum indemnification amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued specified in the IPOimmediately preceding proviso has been reached or exceeded. (b) minus For purposes of determining the amount of all Damages, with respect to any asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any qualifier as to “material,” “materiality” or SPLC Material Adverse Effect expressly contained in Article III (except in the case of the term “Material Contract”); provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred. (c) Additionally, neither SPLC, on the one hand, nor SHLX, on the other Damages payable hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by SEP I hereunder.the indemnified party or parties except to the extent resulting pursuant to third party indemnity claims. Section 8.7

Limitations on Indemnification. No Indemnifying Party hereto shall have any liability with respect to, or obligation to indemnify for, Losses under Article V hereof unless the aggregate amount of Losses for which such Indemnifying Party would, but for the provisions of this Section 5.5, be liable exceeds, on an aggregate basis, One Million Five Hundred Thousand Dollars (a) To $1,500,000), it being agreed that in such event the extent that Indemnifying Party’s obligations under Article V hereof will take such threshold into account as a deductible and the Company Indemnified Parties would otherwise Indemnitee will be entitled to receive only the amount of such Losses in excess of such threshold; provided, however, that such threshold shall not apply to Losses related to any of the matters described in Sections 2.2, 2.3, 2.8, 2.14, 3.2, 3.3, 5.1(b), 5.2(b) and 6.13 hereof or to Pre-Closing Liabilities and Post-Closing Liabilities. The maximum indemnification for Damages pursuant liability of the Seller and the Guarantor, on the one hand, and of the Parent and the Buyer, on the other hand, shall not exceed Ten Million Dollars ($10,000,000); provided, however, that such limitation shall not apply to Section 6.1, SEP I shall be liable only if (i) the Damages any breaches asserted with respect to a claim exceed $100,000 (Sections 2.2, 2.3, 2.8, 3.2 or 3.3, in which case the “Minimum Claim Amount”) maximum indemnification liability of the Seller and (ii) the Damages for all claims that Guarantor, on the one hand, and the Parent and the Buyer, on the other hand, shall not exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”)Purchase Price. Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained nothing in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate this Agreement will relieve any Party from liability for a fraud or any willful breach of this Agreement of any or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderwillful misrepresentation herein.

Limitations on Indemnification. (a) To the extent that the Company Indemnified Parties would otherwise be entitled to The Sellers shall have no liability for any claim for indemnification for Damages pursuant to Section 6.112.03(a)(i), SEP I Section 12.03(b)(i) or Section 12.03(b)(ii)(C) if the Loss associated with such claim is less than $100,000 (any claim in such amount being referred to as a "De Minimis Claim"). The Sellers shall be liable have no liability for indemnification pursuant to Section 12.03(a)(i), Section 12.03(b)(i) or Section 12.03(b)(ii)(C) with respect to Losses for which indemnification is provided thereunder unless the aggregate amount of such Losses (excluding all Losses associated with De Minimis Claims) exceeds five million dollars ($5,000,000) (the "Indemnity Threshold") (and then only if to the extent of such excess); provided that in no event shall (i) the Damages with respect aggregate indemnification to a claim be paid by the Sellers pursuant to Section 12.03(a)(i), Section 12.03(a)(ii)(A), Section 12.03(b)(i) or Section 12.03(b)(ii)(C) exceed $100,000 (the “Minimum Claim Amount”) Adjusted Escrow Funds, and (ii) the Damages for all claims that aggregate indemnification to be paid by any Seller pursuant to this Agreement exceed the Minimum Claim Amount exceedactual cash proceeds received by such Seller pursuant to this Agreement; provided that the aggregate indemnification to be paid by any of Xxxxxxxx Acquisition, in GTCR X/B and the aggregateBlocker Seller (collectively, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages "GTCR Sellers") pursuant to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 this Agreement shall not exceed an amount equal the actual cash proceeds received by the GTCR Sellers pursuant to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderthis Agreement.

Limitations on Indemnification. (a) To The maximum aggregate obligation of each Seller with respect to any claim for indemnification shall not exceed such Seller's Allocable Portion of the extent that the Company Indemnified Parties would otherwise be entitled to indemnification for Damages amount of such claim. The maximum aggregate obligation of each Seller pursuant to Section 6.17.2 shall not exceed such Seller's Allocable Portion of the Escrow Amount, SEP I and recovery from the Escrow Amount shall be liable only if (i) the Damages sole and exclusive remedy under this Agreement for the matters listed in Section 7.2; provided, however, that, notwithstanding the foregoing, the maximum aggregate obligation of each Seller pursuant to Section 7.2 with respect to claims based on Section 3.2(a) (Authorization) and Section 3.3(a) (Capitalization) and claims based on fraud shall not exceed the aggregate amount of cash paid to such Seller pursuant to Section 2 (including amounts contributed to the Escrow Amount). Notwithstanding anything contained herein to the contrary, no Buyer Indemnitee may make a claim exceed for indemnification pursuant to Section 7.2 unless and until an Indemnification Claim Notice describing Losses in an aggregate amount greater than $100,000 (the “Minimum Claim "Basket Amount”") and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceedhas been delivered, in which case the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I Buyer Indemnitee shall be liable only entitled to claim indemnity for Damages to the extent full amount of any excess over Losses without deduction of such $100,000; provided, however, that the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount foregoing limitation shall not apply to breaches or inaccuracies of representations and warranties contained in claims based on Section 3.1, Section 3.2 3.2(a) (Authorization) and Section 3.4 3.3(a) (Capitalization), claims pursuant to Section 7.2(c), and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (claims based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderfraud.

Limitations on Indemnification. Purchaser shall not be entitled to any indemnification payment for Losses until such time as the total amount of all Losses that have been directly or indirectly suffered or incurred by any one or more of Purchaser Indemnified Parties, or to which any one or more of Purchaser Indemnified Parties has or have otherwise become subject pursuant to such provisions, exceeds One Hundred Fifty Thousand Dollars ($150,000) in the aggregate (the “Deductible”); provided, however, that in the event that such Losses exceed the Deductible, the Shareholders shall fully indemnify the applicable Purchaser Indemnified Party for all Losses incurred by such Purchaser Indemnified Party in excess of the Deductible. Notwithstanding the foregoing, the limitations set forth above shall not apply to Losses in connection with indemnification (a) To the extent that the Company Indemnified Parties would otherwise be entitled relating to Fundamental Representations, and (b) relating to breaches of representations and warranties set forth in Section 4.08, and (c) indemnification for Damages pursuant to Section 6.1obligations under Sections 12.02(c), SEP I shall be liable only if (i) the Damages with respect to a claim exceed $100,000 f), (the “Minimum Claim Amount”q) and (ii) r); provided further, except as set forth in Section 12.05 and Section 12.06 the Damages for all claims that exceed indemnification obligations of the Minimum Claim Amount exceedShareholder Indemnified Parties hereunder shall not, in the aggregate, $2,000,000 (exceed the “Deductible Amount”)Cap. Notwithstanding any other provision hereof, and then SEP I in no event shall any party be liable only to any other party, or to the other party’s indemnitees, whether under this Agreement or otherwise, for Damages any punitive damages, except to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability Purchaser Indemnified Party is liable to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability a third party for a breach or inaccuracy of any such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderpunitive damages.

Limitations on Indemnification. (a) To Notwithstanding anything to the extent that contrary contained herein, neither Seller nor the Company Indemnified Parties would otherwise Doolittles on the one hand, nor Buyer on the other hand (or, in each case, such party's officers, directors, employees, agents, representatives and affiliates), shall be entitled to indemnification for Damages pursuant to recover from the other under Section 6.15.2(a)(1) or 5.2(b)(1), SEP I shall be liable only if as applicable (i) unless and until the Damages total of all such party's Losses (including the Losses such party's officers, directors, employees, agents, representatives and affiliates) under Section 5.2(a)(i) or 5.2(b)(i), as applicable, exceeds $50,000, in which case, such party (and such party's officers, directors, employees, agents, representatives and affiliates) shall be entitled to recover the full amount of all such Losses in excess of $50,000; provided, however, that no claim for indemnification by Buyer hereunder with respect to a claim exceed $100,000 (Losses resulting from an inaccuracy in or breach of the “Minimum Claim Amount”) representations and (ii) warranties contained in Sections 2.2 and 2.11 shall be subject to the Damages for aforesaid limitation. Notwithstanding anything herein to the contrary, the sum of all claims that Losses pursuant to which indemnification is payable pursuant to Article V shall not exceed the Minimum Claim Amount exceedPurchase Price actually paid under this Agreement (it being understood that if the Purchase Price is subsequently increased as a result of an Earnout Payment or otherwise, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I any Losses theretofore limited by this sentence shall thereafter be liable only for Damages recoverable to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued increase in the IPO) minus the amount of all other Damages payable by SEP I hereunder.Purchase Price)

Limitations on Indemnification. (a) To The Sellers shall not have any liability under Section 8.1(a)(i) hereof unless the aggregate amount of Losses to the URI Indemnified Parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, exceeds $500,000 (the "Deductible Amount") and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses in excess of $500,000; provided, however, that Losses finally determined to arise thereunder based -------- ------- upon, attributable to or resulting from the failure of any representation or warranty set forth in Sections 4.2, 4.3, 4.7, 4.11, the first sentence of Section 4.13(b), Section 4.16 (to the extent such representations and warranties relate to (x) Pension Plans or ERISA Affiliates or (y) any failure to file any Form 5500 with respect to the Employee Benefit Plans, regardless of whether or not such failure was disclosed on any Schedule), and Section 4.27 hereof to be true and correct shall not be subject to the foregoing limitation and shall be indemnified pursuant to this Article VIII even if less than the Deductible Amount; and provided further, however, that Losses finally determined to arise -------- ------- ------- based upon, attributable to or resulting from the Company Indemnified Parties would otherwise failure of any representation or warranty set forth in Sections 4.18 and 4.24 to be entitled true and correct (including the failure of any matter represented therein as being covered by insurance to indemnification for Damages be so covered) shall be indemnifiable pursuant to Section 6.1, SEP I shall be liable only if (i8.1(a)(i) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent the aggregate amount of any excess over all such Losses exceeds $100,000 even if such Losses, taken together with all other Losses indemnifiable pursuant to Section 8.1(a)(i), aggregate less than the Deductible Amount. In no event Solely for purposes of this Section 8.3(a), the term "material" as used in any representation or warranty in Article IV hereof shall SEP I’s aggregate liability refer to a value, liability, cost or expense, as the Company Indemnified Parties under Section 6.1 exceed case may be, in excess of $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount 5,000; it being understood that this qualification shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderdefined term "Material Adverse Change."

Limitations on Indemnification. (a) To Notwithstanding any other provision of this Agreement, the extent that Seller Indemnifying Parties shall not be liable to indemnify the Company Purchaser Indemnified Parties would otherwise for any matter that could be entitled to indemnification for made subject of a claim under this Article 13 until the aggregate amount of any and all Purchaser Damages pursuant to Section 6.1exceeds $1,000,000, SEP I at which time the Seller Indemnifying Parties shall be liable only if (i) to indemnify the Purchaser Indemnified Parties for any and all Purchaser Damages in excess of $500,000. Additionally, notwithstanding any other provision in this Agreement, the total indemnification obligation of the Seller Indemnifying Parties to the Purchaser Indemnified Parties in connection with respect any and all Purchaser Damages shall be $4,000,000, and the Seller Indemnifying Parties shall have no further indemnification obligations to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceedPurchaser Indemnified Parties once, in the aggregate, $2,000,000 (the “Deductible Amount”)Purchaser Indemnified Parties have received payment of Purchaser Damages from the Seller Indemnifying Parties in such amount, and then SEP I shall be liable only except for Damages claims related to the extent any misrepresentation, breach of warranty or nonfulfillment of any excess over covenant or agreement contained in Sections 4.6, 4.12, 4.14, 4.16 and 4.17 on the Deductible Amount. In no event shall SEP I’s aggregate liability part of either Seller or the Shareholders or claims made pursuant to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoingSections 13.1(c) and 13.2, (i) the Deductible Amount none of which shall not apply be subject to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderlimitation.

Limitations on Indemnification. (a) To the extent that the Company OMP Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.18.1(a), SEP I Oasis, OMS Holdings and OMS shall be liable only if (i) the Damages with respect to a any individual claim exceed $100,000 50,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 1% of the Consideration (the “Deductible Amount”), and then SEP I OMS Holdings and OMS shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP IOasis’s, OMS Holdings’ and OMS’s aggregate liability to the Company OMP Indemnified Parties under Section 6.1 8.1 exceed $10,000,000 37.5 million (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 3.2, Section 3.4, Section 3.9, Section 3.16 and Section 3.4 3.17; provided, that Oasis’s, OMS Holdings’ and (ii) the Ceiling Amount shall not apply to OMS’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in Section 3.4; providedsuch sections and for breaches of covenants, that SEP Ishall not exceed the Consideration. In no event shall the General Partner’s, OMP’s and OMP Operating’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not to OMS Holdings Indemnified Parties exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderConsideration.

Limitations on Indemnification. (a) To Notwithstanding anything to the extent that the Company Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.1contrary contained in this Agreement, SEP I shall be liable only if except (i) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) claims for Losses based on fraud, and (ii) claims for Losses under Section 7.1(c), 7.1(d), 7.1(e), 7.2(c) and 7.2(d), (A) the Damages for all claims maximum aggregate amount of indemnifiable Losses that may be recovered from the Sellers under Section 7.1, together with the amount of indemnifiable losses that may be recovered from the Sellers under Section 6.1(i) of the License Agreement, or the Buyers under Section 7.2, together with the amount of indemnifiable losses that may be recovered from the Buyers under Section 6.2(i) of the License Agreement, shall not exceed the Minimum Claim Amount exceedPurchase Price except that, in subject to such limit, the aggregate, $2,000,000 (the “Deductible Amount”maximum aggregate amount of indemnifiable Losses that may be recovered from Sellers under Section 7.1(f), together with the amount of indemnifiable losses that may be recovered from the Sellers under Section 6.1(iii) and then SEP I Section 6.1(iv) of the License Agreement, shall not exceed one-half of the Purchase Price; and (B) no indemnification payment by the Sellers or the Buyers, as the case may be, with respect to any indemnifiable Loss otherwise payable under Section 7.1 or 7.2 shall be payable until such time as all such indemnifiable Losses payable by the Sellers or by the Buyers, as the case may be, shall aggregate to more than U.S.$100,000, after which time the Sellers or the Buyers, as the case may be, shall be liable only in full for Damages all indemnifiable Losses in excess of U.S.$100,000, subject to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 clause (the “Ceiling Amount”). Notwithstanding the foregoing, (iA) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderabove.

Limitations on Indemnification. No reimbursement for Damages or other amounts under Section 7.1(a) or Section 7.2(a), respectively, shall be required unless and until the cumulative aggregate amount of such Damages under such section equals or exceeds $720,000 (athe “Threshold”) To and then only to the extent that the Company Indemnified Parties would otherwise be entitled cumulative aggregate amount of Damages, as finally determined, exceeds such Threshold. Each party’s liability to indemnification for Damages pursuant the other under Section 7.1(a) and Section 7.2(a), respectively, shall not exceed $7,200,000. The foregoing limitations shall not apply to Section 6.1, SEP I shall be liable only if the inaccuracy in or breach of any representations or warranties (i) contained in Sections 3.1 (Organization and Authority), 3.2 (Authorization; Binding Obligation), 3.5(a) (Title to Assets), 3.5(c) (Title to Assets), 3.17 (No Brokers), 4.1 (Organization and Authority), 4.2 (Authorization; Binding Obligation) and 4.5 (No Brokers) or (ii) to the extent such breach was made fraudulently, willfully or with intent to deceive. For purposes of determining the existence of any inaccuracy in or breach of representation or warranty, or calculating the amount of any Damages incurred in connection with respect any such breach of representation or warranty or the aggregate of any such amounts, (i) any and all references to a claim exceed $100,000 materiality or Material Adverse Effect (the “Minimum Claim Amount”or other correlative terms) and (ii) any individual inaccuracy in or breach of representation or warranty for which the amount of Damages does not exceed $10,000, shall be disregarded. In calculating Damages, the amount of any insurance proceeds actually recovered by the party claiming indemnity with respect to the underlying breach or misrepresentation shall be deducted from the amount of such Damages, less any costs or expenses incurred in making a claim against such insurance coverage. If the amount of any indemnified Damages suffered or incurred by an indemnified party, at any time subsequent to the payment by an indemnifying party in respect thereof, is actually reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the amount of such reduction, less any costs or expenses incurred in connection therewith, will promptly be repaid by the indemnified party to the indemnifying party. Once the indemnified party has been fully reimbursed for all claims that exceed of its Damages, the Minimum Claim Amount exceedindemnifying party will, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of its indemnity payments, be subrogated to all rights of the indemnified party against any excess over third party in respect of the Deductible Amountindemnifiable Damages to which the indemnity payment relates. In no event Indemnification pursuant to Section 7.1(a) and 7.2(a) shall SEP I’s aggregate liability to be the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to exclusive remedy for breaches or inaccuracies of representations and warranties contained in Section 3.1warranties, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued except in the IPO) minus the amount case of all other Damages payable by SEP I hereunderany such breaches which are fraudulent, willful or intentionally deceptive.

Limitations on Indemnification. (a) To Neither Parent and Buyers, on the extent that one hand, nor the Company Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.1Seller Parties, SEP I on the other hand, shall be liable only if (i) the Damages required to make any indemnification payment under this Agreement with respect to a claim Loss pursuant to Section 7.3(a) or Section 7.2(a), respectively, of this Agreement except to the extent the amount of such Loss, when aggregated with all other such Losses and with all Losses for which such party has indemnification liability under Section 10.3(a) or Section 10.2(a), as applicable, of the Fortis Advisers Stock Purchase Agreement, shall exceed $100,000 one percent (1%) of the Aggregate Purchase Price (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”"Deductible"), and then SEP I only for the amount by which such aggregate Losses exceed the amount of the Deductible; provided, however, that any indemnification claims for Losses that HLAIC may have pursuant to Section 3.6, 5.2, 5.4(b) or 5.13 of the Fortis Advisers Stock Purchase Agreement shall not be subject to the Deductible or the limitation set forth in Section 7.6(b); and provided further that, for the sole purpose of identifying breaches of representations or warranties that give rise to Losses that will be counted for satisfying the Deductible, any materiality or material adverse effect qualifications to such representation and warranty shall be liable only for Damages to ignored. For the extent - 87 - 93 avoidance of any excess over doubt, once aggregate Losses have accumulated in an amount that satisfies the Deductible Amount. In no event shall SEP I’s aggregate liability applicable to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoingan Indemnifying Party, (i) the Deductible Amount shall not apply to any indemnification claims for breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 paid by such Indemnifying Party shall be determined with regard for all materiality and Section 3.4 and (ii) material adverse effect qualifications to the Ceiling Amount shall not apply to breaches or inaccuracies of applicable representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderwarranties.

Limitations on Indemnification. (a) To The Seller and Guarantor shall not be required to indemnify any Buyer Indemnitee pursuant to Section 6.3(a) until such time as the extent that the Company Indemnified Parties would aggregate amount of Damages for which Buyer Indemnitees are otherwise be entitled to indemnification for Damages pursuant to Section 6.1this Agreement exceeds $150,000, SEP I at which time the Seller and Guarantor shall be liable only obligated to indemnify the Buyer Indemnitees for the full amount of such Damages including such $150,000 amount, subject to the limitations of this Section 6. The standard of what is “material” for purposes of determining whether a Representation that is qualified by the words “material” or “materially” or “Material Adverse Effect” is breached shall be $50,000 per item or group of related items; provided, however, that if such a Representation is breached then Damages for such breach shall nonetheless include all Damages below the threshold of materiality. Notwithstanding anything to the contrary in this Section 6.6(a), the threshold limits imposed by this Section 6.6(a) shall not apply to any Damages arising out of or in connection with indemnification regarding (i) the Damages with respect to a claim exceed $100,000 Representations set forth in Section 2.18 (the “Minimum Claim Amount”Tax Matters), Section 2.21 (Environmental Matters), or Section 2.7(c) and (Net Debt), (ii) any Excluded Liability, or (iii) acts of fraud, deceit, or intentional misrepresentation by the Damages for all claims that exceed Seller or the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent Guarantor or any of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereundertheir Representatives.

Limitations on Indemnification. 11.6.1. No Indemnifying Party shall be required to indemnify an Indemnified Party hereunder for any Losses related to or arising directly or indirectly out of any breach of or any inaccuracy in any representation or warranty (aother than any breach of or inaccuracy in any representation or warranty made by any Seller in Sections 6.1 (Due Organization and Authority, 6.5 (Authority to Execute and Perform Agreement), 6.14 (Environmental Matters), 6.13 (Employee Benefits), 6.15 (Taxes); 6.18 (Compliance with Laws) To and 6.21 (Illegal Payments), indemnification for which shall be as provided below) made by such Indemnifying Party in or pursuant to this Agreement (including the Schedules and Exhibits hereto) (such Losses being collectively referred to herein as the “Representation and Warranty Losses”) except to the extent that the Company aggregate amount of such Representation and Warranty Losses for which the Indemnified Parties would Party is otherwise be entitled to indemnification for Damages pursuant to Section 6.1, SEP I shall be liable only if (i) the Damages with respect to a claim exceed this Article 11 exceeds $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 50,000 (the “Deductible Amount”) (it being understood and agreed that the Deductible Amount is intended as a deductible, and no Indemnifying Party shall be liable for any Representation and Warranty Losses less than the Deductible Amount for which the Indemnified Party is otherwise entitled to indemnification), whereupon the Indemnified Party shall be entitled to be paid the excess of (x) the aggregate amount of all such Representation and Warranty Losses over (y) the Deductible Amount, subject to the limitations on maximum amount of recovery set forth in Section 11.6.2. All Losses (including, but not limited to, any Losses related to or arising directly or indirectly out of any breach of or any inaccuracy in any representation or warranty made by any Seller in Sections 6.1 (Due Organization and Authority), 6.5 (Authority to Execute and Perform Agreement), 6.14 (Environmental Matters), Sections 6.13 (Employee Benefits), 6.15 (Taxes), 6.18 (Compliance with Laws), and then SEP I 6.21 (Illegal Payments)) other than Representation and Warranty Losses (all such Losses being collectively referred to herein as “Purchase-Price Limited-Losses”) shall be liable only for Damages indemnified in their entirety by the Indemnifying Parties and shall not be subject to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under limitations set forth in this Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunder11.6.1.

Limitations on Indemnification. Notwithstanding the foregoing: (ai) To any claim for indemnification must be made on or prior to the extent that the Company Indemnified Parties would otherwise August 31, 2003, and (ii) no party to this Agreement shall be entitled to indemnification for Damages pursuant to Section 6.1this Article IX until the aggregate amount for which indemnification is sought exceeds $75,000 and, SEP I then, only to the extent such indemnification exceeds such amount, and (iii) the aggregate obligations of either party under this Article IX shall be liable only if not exceed $750,000; provided, however, that the limitations contained in the foregoing clauses (i) the Damages with respect to a claim exceed $100,000 ), (the “Minimum Claim Amount”ii) and (iiiii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches (A) claims based upon the Purchase Price Adjustment under Section 2.4; or inaccuracies of (B) claims for indemnification based on fraud or intentional misrepresentation; (C) product liability claims and warranty claims arising from or related to products sold by Seller and asserted against Buyer, but subject to Buyer's obligations under Section 6.7 above; (D) representations and warranties contained in Section 3.1Sections 4.1, Section 3.2 4.2, the first sentence of 4.6, 5.1, 5.2, 5.7, or 5.9 or Buyer's failure to pay amounts due Seller under the Lease, the MIS Services Agreement, the Transition Services Agreement or the Preferred Stock. Seller and Section 3.4 Buyer each hereby acknowledge and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; providedagree that, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued except as set forth in the IPO) minus Registration Rights Agreement, this Article IX shall be each party's sole and exclusive remedy with respect to any loss, injury, damage or other liability under this Agreement or the amount of all other Damages payable by SEP I hereundertransactions contemplated hereby.

Limitations on Indemnification. (a) To the extent that the Company The Indemnified Parties would otherwise be entitled to Persons may not recover in respect of any claim for indemnification for Damages pursuant to as a result of a breach of representation or warranty in accordance with Section 6.17.1 unless and until Indemnifiable Losses in accordance with Section 7.1 have been incurred, SEP I shall be liable only if paid or accrued in an aggregate amount greater than (i) the Damages $250,000 with respect to a claim exceed the Radiant litigation identified in Section 2.6 of the Company Disclosure Schedule, (ii) $100,000 250,000 with respect to the Xxxxxx Xxxxx litigation identified in Section 2.6 of the Company Disclosure Schedule and (the “Minimum Claim Amount”iii) $200,000 with respect to all Indemnifiable Losses other than those referred in Section 7.3(a) (i) and (ii) (collectively, the Damages for all claims that exceed “Indemnification Threshold”). The Indemnified Persons shall be entitled to recover for, and the Minimum Claim Amount exceedIndemnification Threshold shall not apply as a threshold to, any Indemnifiable Losses with respect to any breach of or inaccuracy in any representation or warranty made by the aggregateCompany in Section 2.2 (Capital Structure), $2,000,000 Section 2.5 (Absence of Changes; Undisclosed Liabilities), Section 2.9 (Taxes), Section 2.10 (Employee Benefit Plans), Section 2.16 (Brokers’ and Finders’ Fees), Section 2.23 (Environmental and Safety Laws) or Section 2.31 (Regulatory Compliance) (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling AmountExcepted Representations”). Notwithstanding For avoidance of doubt, the foregoing, (i) the Deductible Amount Indemnification Threshold shall not apply to breaches or inaccuracies be applied in the case of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal any adjustment to the Aggregate Merger Consideration (based on permitted by Section 1.4 of this Agreement. Once the per share price Indemnification Threshold has been exceeded, the Indemnified Persons shall be entitled to the public recover all Indemnifiable Losses in excess of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderIndemnification Threshold.

Limitations on Indemnification. (a) To the extent that Metro, the Company Indemnified Parties would otherwise and the ------------------------------ other persons or entities indemnified pursuant to this Section 9 shall not assert any claim for indemnification hereunder against the Stockholders until such time as the aggregate of all claims which such persons may have against the Stockholders shall exceed Ten Thousand Dollars ($10,000) (the "Indemnification Threshold"). The Stockholders shall not assert any claim for indemnification hereunder against Metro until such time as the aggregate of all claims which Stockholders may have against Metro shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 9 if and to the extent that such person's claim for Damages pursuant to indemnification is directly or indirectly caused by a breach by such person of any representation, warranty, covenant or other agreement set forth is this Agreement. The aggregate liability of the Stockholders for indemnification claims under this Section 6.1, SEP I 9 shall be liable only if (i) limited to $8,000,000; provided, however, that the Damages aggregate liability of the Stockholders for -------- ------- indemnification claims under this Section 9 with respect to a claim exceed $100,000 any breach of any representation or warranty that relates to (I) Taxes (including, without limitation, the “Minimum Claim Amount”) representations and warranties set forth in Section 3.16), and (ii) Illegal Acts (including, without limitation, the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained set forth in Section 3.1Sections 3.8, Section 3.2 3.15 and Section 3.4 and (ii) the Ceiling Amount 3.24), shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderhave no limit.

Limitations on Indemnification. Notwithstanding any provision contained in this Article 11 to the contrary, (a) To the extent that the Company Indemnified Parties would otherwise no Indemnitee shall be entitled to assert any claim for indemnification in respect of breach(es) of representations and warranties under Section 11.2(a) or Section 11.3(a) until such time as all claims for Damages pursuant to Section 6.1indemnification under this Article 11 by such Indemnitee (and all related Indemnitees) hereunder shall exceed $50,000 in the aggregate (the “Basket”), SEP I but then all such amounts shall be liable only if recoverable and (b) any indemnification obligations of an Indemnifying Party for breaches of representations and warranties shall not exceed $3.8 million (the “Claims Limitation”); provided, however, that the Basket and the Claims Limitation shall not apply (i) if the Damages with respect Indemnifying Party shall have provided information to a claim exceed $100,000 (Buyer or to the “Minimum Claim Amount”) Company and Sellers, as the case may be, in connection herewith or made any representation or warranty contained herein that, in either case, was fraudulent or was known to be inaccurate when made or (ii) to any breach(es) of the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.14.1 (Organization and Power); Section 4.2 (Capitalization; Options and Stockholder Rights), Section 3.2 and 4.3 (No Subsidiaries), Section 3.4 and 4.4 (iiAuthority; Validity), Section 4.10 (Title to Purchased Assets), Section 4.24 ( Employee Arrangements; ERISA), Section 4.25 ( Tax Matters) or Section 4.28 ( Brokers). Buyer shall have the Ceiling Amount shall not apply right to breaches offset against any amounts to be paid by Buyer to Sellers pursuant to Section 2.2(b)(ii) or inaccuracies of representations and warranties contained otherwise to satisfy an indemnification claim brought by Buyer in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderaccordance with this Article 11.

Limitations on Indemnification. (a) To the extent that the Company SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.18.1(a), SEP I SPLC shall be liable for Damages pursuant to Section 8.1(a) only if (i) the Damages with respect to a any individual claim pursuant to Section 8.1(a) exceed One Hundred Thousand Dollars ($100,000 (the “Minimum Claim Amount”100,000) and (ii) the Damages for all claims that exceed the Minimum Claim Amount pursuant to Section 8.1(a) exceed, in the aggregate, One Million Dollars ($2,000,000 1,000,000) (the “Deductible Amount”), and then SEP I SPLC shall be liable only for Damages pursuant to Section 8.1(a) to the extent of any excess over the Deductible Amount. In no event shall SEP ISPLC’s aggregate liability to the Company SHLX Indemnified Parties under Section 6.1 8.1 exceed One Hundred Twenty-Two Million Dollars ($10,000,000 122,000,000) (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 for breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 3.20 (Management Projections and Section 3.4 Budget) shall not be subject to the Ceiling Amount but shall not exceed Six Hundred Ten Million Dollars ($610,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.43.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Capitalization; Title to Subject Interests), Section 3.9 (Taxes), Section 3.16 (Brokerage Arrangements) and Section 3.17 (Books and Records), provided, that SEP ISPLC’s aggregate liability for a breach all claims under this Agreement, including for breaches or inaccuracy inaccuracies of representations and warranties contained in such Section 3.4 sections described in clauses (i) and (ii) and for breaches of covenants, shall not exceed an the Consideration; provided, further, however, that the payment and indemnification obligations of SPLC pursuant to Article VI shall not be subject to any limitation in this Section 8.6(a) and shall be excluded from the determination of whether the maximum indemnification amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued specified in the IPO) minus the amount of all other Damages payable by SEP I hereunderimmediately preceding proviso has been reached or exceeded.

Limitations on Indemnification. (a) To None of the extent that the Company Indemnified Parties would otherwise Purchaser Indemnitees shall be entitled to assert any right to indemnification for Damages pursuant to under Section 6.1, SEP I shall be liable only if (i) the Damages 5.1 with respect to a claim exceed 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 $100,000 55,000 (each, a “De Minimis Loss”). The Seller shall not have any liability with respect to, or obligation to indemnify for, Losses under Article V hereof unless the aggregate amount of Losses (not including any De Minimis Losses) for which the Seller would, but for the provisions of this Section 5.5, be liable exceeds, on an aggregate basis, $1,070,000 (the “Minimum Claim AmountDeductible”), it being agreed that in such event, the Seller’s obligations under Article V hereof will take the Deductible into account and the Purchaser Indemnitee will be entitled to receive only the amount of such Losses (not including any De Minimis Losses) and (iiin excess of the Deductible; provided, however, that neither the De Minimis Loss limitation nor the Deductible shall apply to Losses related to breaches of the Seller Fundamental Representations, Section 5.1(b) or Section 5.1(c) hereof. Notwithstanding anything in this Agreement to the Damages for all claims that contrary, the maximum indemnification liability of the Seller under this Agreement, shall not exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 8,025,000 (the “Deductible AmountCap”); provided, and then SEP I shall be liable only for Damages to however, that the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount Cap shall not apply to any breaches or inaccuracies asserted with respect to the Seller Fundamental Representations, in which case the maximum indemnification liability of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 Seller shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderPurchase Price.

Limitations on Indemnification. (a) To the extent that the Company Indemnified Parties would otherwise be entitled An Indemnifying Party shall have no liability to indemnification indemnify for Damages pursuant to Section 6.19.1(a)(i) or 9.1(b)(i), SEP I as applicable, unless and until the aggregate amount of all Damages for all claims asserted by the Seller Indemnified Parties, collectively, or the Parent Indemnified Parties, collectively, as applicable, exceeds Five Hundred Thousand Dollars ($500,000) (the “Deductible”); provided, however, that after the amount of such Damages exceeds the Deductible, all such Damages in excess of the Deductible shall, subject to the other limitations set forth in this Article IX, be recoverable by the applicable Indemnified Parties; provided, further, that the foregoing limitations shall be liable only if not apply to (i) the representations and warranties set forth in Sections 3.1(a) (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for Agreement), 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization), 5.2 (Authority for Agreement), 5.3 (No Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Taxes) or (ii) claims based on fraud or Willful Breach, with respect to which, in each case, all Damages in connection therewith shall be recoverable from the first dollar and shall be counted in determining whether the thresholds in this Section 9.4(a) have been exceeded. For purposes of determining the amount of any Damages with respect to (but not for purposes of determining the existence of) any breach of any representation, warranty or covenant for purposes of indemnification under this Article IX, any qualification or limitation of a claim exceed $100,000 (the representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceedMaterial Adverse Effect,” “materiality” or words of similar effect, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderdisregarded.

Limitations on Indemnification. (a) To the extent that the Company Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Notwithstanding any provision contained in this Section 6.1, SEP I shall be liable only if (i) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages 10 to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoingcontrary, (i) the Deductible Amount Buyer Indemnified Persons shall not be entitled to assert any claim for indemnification in respect of breach(es) of representations and warranties under Section 10.2 until such time as all claims for indemnification under Section 10.2 by the Buyer Indemnified Persons against the Sellers hereunder shall exceed $250,000 in the aggregate (the “Basket”), but then all such amounts shall be recoverable and (ii) any indemnification obligations of the Sellers under this Agreement for breaches of representations and warranties shall not exceed an aggregate amount of $5,000,000 (the “Claims Limitation”); provided, however, that the Basket and the Claims Limitation shall not apply (A) if the Indemnifying Party shall have provided information to breaches the Buyer or inaccuracies to the Company and the Sellers, as the case may be, in connection herewith or made any representation or warranty contained herein that, in either case, was fraudulent or was known to be inaccurate when made or (B) to any breach(es) of the representations and warranties contained in Section 3.1Sections 3.2 (Capitalization; Options; Seller Rights), 3.3 (Due Authorization; Validity; No Conflicts), 3.6(e) (Indebtedness), 3.10 (Tax Matters), 3.13 (Environmental Matters), 3.15 (Title to Properties; Real Property), 3.27 (Brokers), Section 3.2 4.2 (Due Authorization; Validity; No Conflicts), 4.3 (Stock Ownership) or 4.6 (Adequate Consideration; No Tax Proceeding). There shall be no duplications of amounts payable by the Major Sellers under Section 7 and Section 3.4 and (ii) the Ceiling Amount shall not apply 10 in respect to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderany Tax matter.

Limitations on Indemnification. (a) To the extent that the Company Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.1, SEP I shall be liable only if (i) Subject to the Damages with following sentence, the Purchaser may not recover Losses from the Indemnitors in respect to a of any claim exceed for indemnification under Section 8.2 unless and until Losses have been actually incurred in an aggregate amount greater than $100,000 (the “Minimum Claim AmountIndemnification Threshold”) and (ii) after which, subject to the Damages other limitations set forth in this Article 8, Purchaser will be entitled to recover for all claims Losses in excess of the Indemnification Threshold; provided, however, that exceed the Minimum Claim Amount exceed, no Indemnitor shall be required to indemnify Purchaser for any indemnifiable Losses under Section 8.2 in the aggregate, $2,000,000 aggregate in excess of 12.5 % of the Purchase Price actually received by such Indemnitor (including any future consideration received in connection with the achievement of a subsequent Milestone Event) (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling AmountCap”). Notwithstanding the foregoingforegoing sentence, the Purchaser will be entitled to recover for, and the Indemnification Threshold and Cap will not apply to, any Losses (i) the Deductible Amount shall not apply with respect to breaches any breach of or inaccuracies of representations and warranties contained inaccuracy in any representation or warranty made in Section 3.12.2, Section 3.2 and 2.3, or Article 3 (other than Section 3.4 and 3.3) (the “Fundamental Representations”) or (ii) due to fraud, intentional misrepresentation, bad faith or intentional misconduct by the Ceiling Amount shall not apply to breaches Company or inaccuracies any of representations and warranties contained its directors or officers in Section 3.4their capacities as such or any Indemnitor; provided, however, that SEP I’s in no event shall any Indemnitor be liable to Purchaser for any Losses in the aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public in excess of the shares Purchase Price actually received by such Indemnitor (including any future consideration received in connection with the achievement of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereundera subsequent Milestone Event).

Limitations on Indemnification. (a) To the extent that the Company Buyer Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.18.1(a), SEP I the Seller shall be liable only if (i) the Damages with respect to a claim exceed $100,000 10,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 0.5% of the Purchase Price (the “Deductible Amount”), and then SEP I the Seller shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP Ithe Seller’s aggregate liability to the Company Buyer Indemnified Parties under Section 6.1 8.1(a) exceed $10,000,000 20% of the Purchase Price (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1Sections 2.1, Section 3.2 2.2, 2.4, 2.6(a), 2.10, 2.13(e) and Section 3.4 2.18 (the “Fundamental R&Ws”) and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4the Fundamental R&Ws; provided, that SEP Ithe Seller’s aggregate liability for a breach or inaccuracy of such Section 3.4 any Fundamental R&W shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) Purchase Price minus the amount of all other Damages payable by SEP I the Seller hereunder.

Limitations on Indemnification. 11.6.1. Seller shall not be required to indemnify the Purchaser Indemnified Parties hereunder for any Losses pursuant to Section 11.2(i) (aother than Losses due to or resulting from the breach of any Seller Fundamental Representations) To (such Losses being collectively referred to herein as the “Representation and Warranty Losses”) except to the extent that the Company aggregate amount of such Representation and Warranty Losses for which all Purchaser Indemnified Parties would are otherwise be entitled to indemnification for Damages pursuant to Section 6.1, SEP I shall be liable only if (i) the Damages with respect to a claim exceed this Article 11 exceeds $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 35,000 (the “Deductible Amount”)) (it being understood and agreed that the Deductible Amount is intended as a deductible, and then SEP I Seller shall not be liable only for Damages to any Representation and Warranty Losses which are in the extent of any excess over aggregate less than the Deductible Amount. In no event shall SEP I’s aggregate liability to ), whereupon the Company Purchaser Indemnified Parties under Section 6.1 exceed $10,000,000 shall be entitled to be paid the excess of (x) the “Ceiling Amount”). Notwithstanding the foregoing, aggregate amount of all such Representation and Warranty Losses over (iy) the Deductible Amount Amount, subject to the limitations on maximum amount of recovery set forth in Section 11.6.3. The foregoing limitations set forth in this Section 11.6.1 shall not apply to breaches Seller’s indemnification obligation pursuant to Section 11.2(i) with respect to Losses due to or inaccuracies resulting from any breach of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and any Seller Fundamental Representations (ii) the Ceiling Amount shall not apply all such Losses being collectively referred to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderherein as “Purchase-Price Limited-Losses”).

Limitations on Indemnification. (a) To the extent that the Company Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.1, SEP I Seller shall not be liable only if (ifor Losses under Section 9.2(a) of this Article IX, and Buyer shall not be liable for Losses under Section 9.2(b) of this Article IX, unless the Damages with respect to a claim exceed $100,000 (aggregate amount of Losses for which the “Minimum Claim Amount”) and (ii) Seller or Buyer, as the Damages case may be, would, but for all claims that exceed the Minimum Claim Amount exceedprovisions of this Section 9.5, in the aggregatebe liable exceeds, on an aggregate basis, $2,000,000 (the “Deductible Amount”), 500,000 and then SEP I shall be liable only for Damages to the extent of any excess over such excess; provided that (a) Losses relating to or in connection with the Deductible Amount. In no event Moloxxx Xxxt, (b) Losses relating to or in connection with the Ramsxx Xxxt or the Settlement Agreement, (c) any Divestiture Bonus Payments not listed on Schedule 3.22 or included in the Bonus Escrow Amount ("Late Divestiture Bonus Payments"), (d) recoveries from Seller pursuant to Section 2.11, and (e) individual claims for indemnification resulting from Losses not exceeding $5,000 ("Ineligible Claims") shall SEP I’s not be included in the aggregate amount of Losses for purposes of computing the $500,000 threshold for Seller's liability to the Company Indemnified Parties for Losses under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”)9.2(a) hereof. Notwithstanding the foregoinglimitation in the immediately preceding sentence, Seller shall be liable for (i) all Losses resulting to, imposed upon or incurred or suffered by the Deductible Amount shall not apply to breaches or inaccuracies of representations Buyer Group in connection with the Moloxxx Xxxt, the Ramsxx Xxxt and warranties contained in Section 3.1the Settlement Agreement, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply payment obligations, if any, of Seller pursuant to breaches or inaccuracies of representations Section 2.11 and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunder.iii)

Limitations on Indemnification. (a) To Notwithstanding anything in this Article 11 to the contrary, Seller shall not be obligated to indemnify any Purchaser Indemnified Person under Section 11.1(a): (i) unless the aggregate of all Purchaser Damages exceeds $250,000 (the “Indemnification Threshold”) and any individual or series of related Purchaser Damages arising from the same or substantially the same facts and circumstances exceeds $5,000 (the “Per Claim Threshold”) or (ii) to the extent that the Company Indemnified Parties would otherwise be entitled to indemnification for aggregate of all Purchaser Damages pursuant to Section 6.1, SEP I shall be liable only if (i) the Damages with respect to a claim exceed exceeds $100,000 1,500,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible AmountIndemnification Cap”); provided, however, that the Indemnification Cap, Indemnification Threshold and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount Per Claim Threshold shall not apply to breaches nor count towards any Seller indemnification obligation (A) arising out of, relating to or inaccuracies resulting from Fraud on the part of Seller or any of its Affiliates, (B) arising out of, relating to or resulting from a breach of or inaccuracy in any of Seller’s representations and or warranties contained in Section 3.14.1 (Organization and Good Standing), Section 3.2 and 4.3 (Taxes), Section 3.4 and 4.7 (iiAuthority; Binding Nature), Section 4.15(a) (Title to Assets) or Section 4.18 (Brokers) (together, the “Fundamental Representations”), (C) arising out of, relating to or resulting from any Excluded Asset or Excluded Liability, or (D) the Ceiling Amount Environmental Matters, which shall not apply to breaches or inaccuracies of representations and warranties contained in be governed by Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunder11.5(b).

Limitations on Indemnification. Notwithstanding anything else contained herein to the contrary, no indemnification payable by an indemnifying party in this Article 10 shall be required from an indemnifying party (a) To for any individual item where the extent Damages related thereto are less than $5,000 and (b) in respect of each individual item where the Damages related thereto exceed the amount set out in clause (a) above, until the aggregate amount of Damages incurred by a party to be indemnified exceeds $100,000 (the "Deductible"). In the event that a party to be indemnified's Damages exceed the Company Indemnified Parties would otherwise be entitled Deductible, the indemnifying party's obligations will apply only to indemnification for all such Damages pursuant to Section 6.1, SEP I that exceed the Deductible. In no event shall be liable only if the aggregate liability under this Article 10 of (i) the Damages with respect Seller and the Company for all claims hereunder exceed an amount equal to a claim exceed $100,000 3,200,000 (the “Minimum Claim Amount”) "Cap"), and (ii) the Damages Buyer for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not hereunder exceed an amount equal to the Aggregate Consideration Cap; provided, however, that, with respect to any Damages suffered or incurred by a Buyer Indemnified Party resulting from or arising out of a claim for fraud, or under Section 10.2(b) (based on related solely to a breach of any covenant contained in Sections 6.3, 6.8, 6.9, 6.10, 6.13, 6.14 or 7.3), under Section 10.2(c), or under Section 10.2(d) the per share price Seller (and the Company if such claim relates to an event or occurrence that arises prior to the public Closing) shall be liable for all such Damages, without regard to the Cap or the Deductible. Amounts payable for Damages suffered or incurred by a Buyer Indemnified Party resulting from or arising out of a claim under Section 10.2 shall be paid first from the shares Restricted Account and then the Seller (and the Company if such claim relates to an event or occurrence that arises prior to the Closing); provided, however, that amounts payable for Damages suffered or incurred by a Buyer Indemnified Party resulting from or arising out of Common Stock issued a claim for fraud or willful misrepresentation, or under Section 10.2(b) (related solely to a breach of any covenant contained in Sections 6.3, 6.8, 6.9, 6.10, 6.13, 6.14 or 7.3), under Section 10.2(c), or under Section 10.2(d) shall be paid first by the IPOSeller (and the Company if such claim relates to an event or occurrence that arises prior to the Closing) minus and then from the amount of all other Damages payable by SEP I hereunderRestricted Account; provided, further, however, that the Buyer Indemnified Parties may choose to seek payment first from the Restricted Account prior to seeking payment from the Seller (and the Company if such claim relates to an event or occurrence that arises prior to the Closing).

Limitations on Indemnification. (a) To Notwithstanding the extent that foregoing, except in connection with a breach by Seller of any of the Company representations or warranties contained in Sections 3.1 (Organization; Authorization; Etc.), 3.4 (Title to Purchased Assets), and 3.27 (Brokers, Finders, Etc.) (the “Fundamental Representations”) and except in the case of Fraud by Seller, (A) Seller shall not be required to indemnify the Buyer Indemnified Parties would otherwise pursuant to Section 6.3(b) until the aggregate Losses indemnifiable pursuant to Section 6.3(b) exceed $350,000 in the aggregate (the “Seller Threshold Amount”), at which point the Buyer Indemnified Parties shall be entitled to indemnification recover the entire amount of such Losses from the first dollar up to the policy limit under the R&W Policy. Except as specifically set forth in this Article VI, the maximum amount that the Buyer Indemnified Parties may recover from an Indemnifying Party for Damages Losses pursuant to the indemnity set forth in Section 6.1, SEP I 6.3(b) (other than claims for Fraud or in connection with a breach by Seller of any Fundamental Representation) shall be liable only if limited to the policy limit under the R&W Policy and the maximum amount that the Buyer Indemnified Parties may recover from an Indemnifying Party for Losses pursuant to the indemnity set forth in Section 6.3(a) (iother than claims for Fraud) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceedshall be limited, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an dollar amount equal to the Aggregate Consideration (based on the per share price to the public portion of the shares Purchase Price actually received by such Indemnifying Party pursuant to this Agreement, including any amounts withheld by Buyer in accordance with this Agreement in respect of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderTaxes or otherwise.

Limitations on Indemnification. (a) To Notwithstanding anything to the extent that contrary in this Article VII or elsewhere in this Agreement, in no event shall any Seller be required to provide indemnification with respect to any claim for indemnification made pursuant to Section 7.2(b)(i) or Section 7.2(c)(i): (i) if the Company Losses associated with such claim (or group of related claims arising out of the same or similar circumstances) are less than Twenty-Five Thousand Dollars ($25,000) (the “De Minimis Claim Amount”); or (ii) unless and until the aggregate dollar amount of all Losses of the Purchaser Indemnified Parties for all such claims that would otherwise be indemnifiable pursuant to Section 7.2(b)(i) or Section 7.2(c)(i) (but without giving effect to any Loss or Losses below the De Minimis Claim Amount) exceeds One Million Five Hundred Thousand Dollars ($1,500,000) (the “Indemnification Deductible”); provided, however, that if the aggregate amount of all such Losses exceeds the Indemnification Deductible, the Purchaser Indemnified Parties shall be entitled to indemnification for Damages pursuant to Section 6.1the full amount of all such Losses and not just the amount in excess of the Indemnification Deductible; and provided further, SEP I shall be liable only if (i) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding notwithstanding the foregoing, (i) the De Minimis Claim Amount and the Indemnification Deductible Amount shall not apply to breaches or inaccuracies the Fundamental Representations and, accordingly, any claims by a Purchaser Indemnified Party in respect of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public Fundamental Representation of the shares Company or the Sellers shall be indemnified hereunder from the first dollar of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderany applicable Losses.

Limitations on Indemnification. Purchaser shall not be entitled to any indemnification payment for Losses until such time as the total amount of all Losses that have been directly or indirectly suffered or incurred by any one or more of Purchaser Indemnified Parties, or to which any one or more of Purchaser Indemnified Parties has or have otherwise become subject pursuant to such provisions, exceeds Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate (the “Deductible”); provided, however, that in the event that such Losses exceed the Deductible, the Shareholders shall fully indemnify the applicable Purchaser Indemnified Party for all Losses incurred by such Purchaser Indemnified Party in excess of the Deductible. Notwithstanding the foregoing, the limitations set forth above shall not apply to Losses in connection with indemnification (a) To the extent that the Company Indemnified Parties would otherwise be entitled relating to Fundamental Representations, and (b) relating to breaches of representations and warranties set forth in Section 4.08, and (c) indemnification for Damages pursuant to Section 6.1obligations under Sections 12.02(c), SEP I shall be liable only if (i) the Damages with respect to a claim exceed $100,000 f), (the “Minimum Claim Amount”p) and (ii) q); provided further, except as set forth in Section 12.05 and Section 12.06 the Damages for all claims that exceed indemnification obligations of the Minimum Claim Amount exceedShareholder Indemnified Parties hereunder shall not, in the aggregate, $2,000,000 (exceed the “Deductible Amount”)Cap. Notwithstanding any other provision hereof, and then SEP I in no event shall any party be liable only to any other party, or to the other party’s indemnitees, whether under this Agreement or otherwise, for Damages any punitive damages, except to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability Purchaser Indemnified Party is liable to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability a third party for a breach or inaccuracy of any such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderpunitive damages.

Limitations on Indemnification. (a) To the extent that the Company SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.18.1(a), SEP I SPLC shall be liable only if (i) the Damages with respect to a any individual claim exceed One Hundred Thousand Dollars ($100,000 100,000) (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, One Million Dollars ($2,000,000 1,000,000) (the “Deductible Amount”), and then SEP I SPLC shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP ISPLC’s aggregate liability to the Company SHLX Indemnified Parties under Section 6.1 8.1 exceed Seventy Million Dollars ($10,000,000 70,000,000) (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.43.1 (Organization), Section 3.2 Section 3.2 (Authority and Approval), Section 3.4 (Capitalization; Title to Subject Interests), Section 3.9 (Taxes), Section 3.17 (Brokerage Arrangements) and Section 3.18 (Books and Records) or breaches of the covenant in Section 2.4 (Contingent Consideration Reduction), provided, that SEP ISPLC’s aggregate liability for a breach all claims under this Agreement, including for breaches or inaccuracy inaccuracies of representations and warranties contained in such Section 3.4 sections and for breaches of covenants, shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderConsideration.

Limitations on Indemnification. (a) To From and after the extent that Closing, the Company Indemnified Parties would otherwise right to obtain indemnification from the Escrow Amount, the Holdback Share Consideration and Earnout Payment Amount pursuant to the indemnification provisions of Section 8.3 shall be entitled the Parent Indemnitees’ sole source for recoupment of all Losses, except with respect to indemnification for Damages Losses incurred pursuant to Section 6.1Sections 8.3(a)(ii) through 8.3(a)(vii) (collectively, SEP I the “Specified Claims”), for which Parent Indemnitees shall be liable only if have the right to obtain indemnification, up to the total amount of Losses, in the following order: (i) first, at the Damages discretion of the Parent Indemnitees, from the Escrow Amount and/or the Holdback Share Consideration; provided that, if, at the applicable time, Losses are capable of being fully satisfied from both the Escrow Amount and the Holdback Share Consideration, then not more than 40% of such Losses shall be satisfied with respect to a claim exceed $100,000 (an offset of the “Minimum Claim Amount”) and Holdback Shares, (ii) second, if the Damages for all claims Escrow Amount and/or the Holdback Share Consideration are not available at that exceed time or otherwise insufficient to cover the Minimum Claim Losses indicated in such notice, then from the Earnout Payment Amount exceed, in (if paid or payable at that time) pursuant to the aggregate, $2,000,000 (the “Deductible Amount”)indemnification provisions of Section 8.3, and then SEP I shall be liable only (iii) thereafter, to bring a claim directly against any Company Equityholders for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public its Proportionate Indemnification Share of the shares of Common Stock issued remaining Losses, all in the IPO) minus the amount of all other Damages payable by SEP I hereunderaccordance to Section 8.3 above and this Section 8.4.

Limitations on Indemnification. (a) To Notwithstanding the extent that foregoing, ------------------------------ subject to the Company proviso at the end of this sentence, neither the Shareholders nor the Purchaser shall be required to indemnify the Shareholder Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to or the Purchaser Indemnified Parties in respect of any Losses suffered by the Shareholder Indemnified Parties or the Purchaser Indemnified Parties as a result of any facts or circumstances which constitute a breach of any representation or warranty listed in Section 6.18 unless the aggregate of all such Losses suffered by the Shareholder Indemnified Parties or the Purchaser Indemnified Parties, SEP I shall be liable only if (i) as the Damages with respect to a claim case may be, exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), 500,000 and then SEP I shall be liable only for Damages to the extent of any such excess over $500,000; provided, however, that any Losses suffered as a result of a breach of representation or warranty set forth in any of Sections 5B, 5C, 5S, 5Y, 6C, 6D, 6F, the Deductible Amount. In no event first, second and last sentences of Section 5D, the first sentence of Section 5K, the first sentences of Sections 6B and 7B, and any pre-closing tax liability of the Company, shall SEP I’s aggregate liability not be subject to the Company Indemnified Parties under $500,000 deductible provided for above in this Section 6.1 exceed $10,000,000 (the “Ceiling Amount”8B(v). Notwithstanding any provision herein to the foregoingcontrary, the maximum liability of the Shareholders and the Company (isubject to the allocation based upon the Redemption Percentage provided for in Section 8B(i) above) with respect to all Losses suffered by the Deductible Amount Shareholder Indemnified Parties as a result of any facts or circumstances which constitute a breach of any representation or warranty listed in Section 8 shall, as to all such breaches of representation and warranty, be an aggregate amount which shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and exceed Five Million Dollars (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4$5,000,000.00); provided, however, that SEP I’s aggregate any Losses incurred as a result of any pre-closing income tax liability for a breach or inaccuracy of such Section 3.4 the Company shall not exceed an amount equal be subject to the Aggregate Consideration Five Million Dollar (based on the per share price to the public of the shares of Common Stock issued $5,000,000.00) limitation set forth in the IPO) minus the amount of all other Damages payable by SEP I hereunderthis Section 8B(v).

Limitations on Indemnification. (a) To the extent that the Company Indemnified Parties would otherwise Neither Seller nor Purchaser shall be entitled to make any claim for indemnification for Damages pursuant under this Article 6, with respect to Section 6.1, SEP I shall be liable only if (i) the Damages with respect to breach of any representation, warranty or covenant contained herein (other than those representations, warranties or covenants which by their terms survive for a claim exceed $100,000 longer period) after the date one (1) year after the “Minimum Claim Amount”) and Closing, or (ii) the Damages breach of any other representation, warranty or covenant contained herein which, by its terms, survives for a longer period, after the expiration of such survival period, unless, with respect to any such representation, warranty or covenant (regardless of the date on which such representation, warranty or covenant ceases to survive), prior to the date on which such representation, warranty or covenant ceases to survive, Seller or Purchaser, as the case may be, shall assert such claim for indemnification, and shall specify, in reasonable detail to the extent known, the specific facts constituting the basis for such claim for indemnification. No indemnity shall be payable by the Seller with respect to any claim under Section 6.02, or by Purchaser with respect to any claim under Section 6.03, unless and until the aggregate of all Losses due from Seller or Purchaser, as the case may be, exceeds $25,000 and then the indemnifying party shall be liable for only the excess thereof, except that claims that exceed arising under Section 6.03(d) or (e) or in respect of any breach of the Minimum Claim Amount exceedrepresentation contained in Section 3.01(s)(x) shall be fully indemnifiable. In addition, the total indemnification to which Purchaser shall be entitled under this Agreement shall be limited to an amount, in the aggregate, not to exceed Eight Hundred Five Thousand Dollars ($2,000,000 (the “Deductible Amount”805,000), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunder.

Limitations on Indemnification. (a) To Notwithstanding Section 8.2 and subject to the extent that the Company following paragraph of this Section 8.4(a), Sellers shall have no obligation to indemnify Buyer’s Indemnified Parties would otherwise be entitled to indemnification Persons for Damages pursuant to Section 6.1, SEP I shall be liable only if (i8.2(a)(i) or Section 8.2(b)(i) unless and until such time as the total amount of all Damages with respect pursuant to a claim exceed Section 8.2(a)(i) and Section 8.2(b)(i) by Buyer’s Indemnified Persons exceeds $100,000 500,000 (the “Minimum Claim AmountDeductible”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 and then only for the amount by which such Damages exceed the Deductible up to an amount equal to 5% of the Purchase Price (the “Deductible AmountCap”); provided, and then SEP I shall be liable only for Damages to the extent of any excess over however, that the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches Damages arising from or inaccuracies related to any Breach by Sellers of representations and warranties contained in any representation or warranty under Sections 4.2 (authority), 4.3 (title to shares), 4.7 (brokers) or Section 3.1, Section 3.2 and Section 3.4 and 5.17 (ii) tax matters). After the Ceiling Amount shall not apply to breaches or inaccuracies aggregate of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderexceeds the Deductible, the Buyer’s Indemnified Persons shall be entitled to seek indemnification for claims of Damages only when the Damages arising from an individual claim or group of related claims based on a single set or common nucleus of operative facts exceed $15,000. Claims for Damages pursuant to Section 8.2(c) will not be subject to the limitation on indemnification specified as the Deductible, will be subject to the limitation on indemnification specified as the Cap, and will not be subject to the final sentence of the preceding paragraph.

Limitations on Indemnification. (a) To the extent that the Company SPLC Indemnified Parties or Triton Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 6.16.1 or Section 6.2, SEP I Triton or SPLC, as applicable, shall be liable only if (i) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims any claim that exceed the Minimum Claim Amount exceed, in the aggregate, exceeds Four Hundred Thousand United States Dollars ($2,000,000 400,000) (the “Deductible Amount”), and then SEP I Triton or SPLC, as applicable, shall be liable only for Damages the Damages, if any, to the extent of any the excess over the Deductible Amount. In no event shall SEP Ieither Party’s aggregate liability to the Company Indemnified Parties under Section 6.1 or Section 6.2 exceed Four Million United States Dollars ($10,000,000 4,000,000) (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply SPLC’s aggregate liability to Triton Indemnified Parties under Section 6.2 for breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 4.7 (Management Projections and Section 3.4 Budgets) shall not be subject to the Ceiling Amount but shall not exceed Twenty Million United States Dollars ($20,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.4 (Title to Physical Assets), Section 3.6 (Taxes), and Section 3.7 (Brokerage Arrangements), Section 4.1 (Organization and Existence), Section 4.2 (Authority and Approval), Section 4.4 (Brokerage Arrangements) and Section 4.6 (Title to Zydeco Subject Interests), provided, that SEP Ineither Party’s aggregate liability for a breach all claims under this Agreement, including for breaches or inaccuracy inaccuracies of representations and warranties contained in such Section 3.4 sections and for breaches of covenants, shall not exceed an amount equal to the Aggregate Consideration Forty Million United States Dollars (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunder$40,000,000).

Limitations on Indemnification. (a) To the extent that the Company JVP Indemnified Parties would otherwise be are entitled to indemnification for Damages Liabilities pursuant to Section 6.110.1, SEP I the Parent Parties shall be liable only if not have any Liability (i) the Damages with respect to a claim for any individual indemnifiable item which does not exceed $100,000 (the “Minimum Claim AmountIndividual Indemnity Threshold”) ), and (ii) the Damages for all claims in respect of those individual indemnifiable items that exceed the Minimum Claim Amount exceedIndividual Indemnity Threshold, unless the aggregate Liabilities relating to all such individual indemnifiable items exceed in the aggregate, $2,000,000 an amount equal to one percent (1%) of the Closing Cash Contribution (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over such excess; provided that (x) any materiality or material adverse effect qualifier to any representation or warranty (other than Excluded Materiality Matters) subject to indemnification shall be disregarded and (y) to the extent provided in Section 6.9, the Post-Signing Schedule Updates shall be effective with respect to the representations and warranties, in each case, for purposes of determining whether the Individual Indemnity Threshold or the Deductible AmountAmount shall have been exceeded. In no event shall SEP I’s the Parent Parties’ aggregate liability to the Company JVP Indemnified Parties under Section 6.1 exceed $10,000,000 amount equal to twenty percent (20%) of the Closing Cash Contribution (the “Ceiling Amount”). Notwithstanding the foregoing, (ithis Section 10.9(a) the Deductible Amount shall not apply to breaches indemnification for Liabilities relating to HS Fundamental Representations or inaccuracies of representations and warranties contained in to any indemnification obligation under Section 3.110.1(b), Section 3.2 and Section 3.4 and (iic) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderd).

Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, a party's right to indemnification hereunder shall be limited as follows: (a) To the extent that the Company Indemnified Parties would otherwise be entitled to No indemnification for Damages pursuant to Section 6.1, SEP I shall be liable only if (i) made for Losses unless the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for aggregate amount of all claims that exceed for indemnification from Seller or Buyer (as the Minimum Claim Amount exceedcase may be) exceeds Twenty-Five Thousand Dollars ($25,000), in which case the aggregateSeller or Buyer (as the case may be) shall only be liable for Losses in excess of such amount. (b) The liability of Seller for Losses arising out of breaches of Section 5.12 (relating to certain environmental matters) for which a Claim is properly made by Buyer during the period commencing on the second anniversary of the Closing Date and ending on the fourth anniversary of the Closing Date, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages limited to the extent of any excess over the Deductible Amount. In no event shall SEP I’s an aggregate liability amount not to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public Unused Portion of the shares Environmental Hold Back, plus any amounts set off from the Environmental Hold Back pursuant to Section 10.4 hereof. (c) The total liability of Common Stock issued Seller under this Article 10 shall in no event exceed the IPO) minus aggregate consideration received by Seller hereunder, including without limitation, the Purchase Price, the value of the Assumed Liabilities and the Earn Out net of any amount of all other Damages payable paid by SEP I hereunderSeller to Buyer pursuant to Section 13.8 hereof.

Limitations on Indemnification. (a) To Notwithstanding the provisions of Section 9.2(a), neither the MTM Stockholders nor the Stockholder shall be required to indemnify or hold harmless any of the Purchaser Indemnified Parties on account of any Purchaser Indemnified Loss under Section 9.2(a) unless the liability of the MTM Stockholders and the Stockholder in respect of that Purchaser Indemnified Loss, when aggregated with the liability of the MTM Stockholders and the Stockholders in respect of all Purchaser Indemnified Losses under Section 9.2(a), exceeds, and only to the extent the aggregate amount of all those Purchaser Indemnified Losses does exceed, the Threshold Amount; provided that for purposes of the Company Indemnified Parties would otherwise be entitled to indemnification for Damages indemnity obligation pursuant to Section 6.19.2(a)(iv), SEP I the Threshold Amount shall be liable only if (i) increased by the Damages with respect to a claim exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent excess of any excess Recent Operating Profits over the Deductible AmountAgreed Settlement Costs. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible aggregate joint and several liability of the MTM Stockholders and the Stockholder under this Agreement, including Sections 9.2(a) and 9.2(b), exceed the Ceiling Amount or (ii) the aggregate liability of any MTM Stockholder under this Agreement, including Sections 9.2(a) and 9.2(b), exceed the sum of $2,000,000. The foregoing limitations in this Section 9.6(a) shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public indemnity obligations of the shares of Common Stock issued in Purchaser and the IPO) minus the amount of all other Damages payable by SEP I hereunderMTM Stockholders with respect to any Excess Tax Obligations or Prior Tax Liability.

Limitations on Indemnification. (a) To Notwithstanding anything to the extent that contrary contained in this Agreement, with respect to any claim against the Company Indemnified Seller Parties would otherwise be entitled to indemnification for Damages Seller Warranty Breaches pursuant to Section 6.1, SEP I shall be liable only if 10.2(a): (i) the Seller Parties shall not be liable for any Damages with respect thereto (other than with respect to a claim exceed breaches of the representations and warranties of the Seller Parties contained in Section 4.24 of this Agreement) unless and until the aggregate amount of indemnifiable Damages which may be recovered from the Seller Parties equals or exceeds $100,000 375,000 (the “Minimum Claim AmountBasket”) ), in which case 4832-2222-1976\19 the Seller Parties shall be liable for the full amount of such Damages; and (ii) the maximum aggregate amount of indemnifiable Damages for all claims that exceed which may be recovered by the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Buyer Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoingarising out of or relating to any Seller Warranty Breaches, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to $7,500,000 (the Aggregate Consideration “Cap”); provided, that the foregoing clauses (based on i) and (ii) in this Section 10.5(a) shall not apply to Damages relating to (A) Fraud by the per share price Seller Parties or (B) any breach of any of the Seller Parties’ Fundamental Representations; and provided, further, that the foregoing clause (i) shall not apply to Damages relating to a breach of or failure of Seller Parties covenants in Section 7.17, including but not limited to the public payment of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderDelay Damages.

Limitations on Indemnification. (ai) To Anything in this Agreement to the extent that contrary notwithstanding, no indemnification payment shall be made to the Company Purchaser Indemnified Parties until the amounts which the Purchaser Indemnified Parties would otherwise be entitled to receive as indemnification for Damages pursuant to Section 6.1under this Agreement aggregate at least $100,000, SEP I at which time the Purchaser Indemnified Parties shall be liable only if indemnified dollar for dollar to the extent any liability with respect to such matters exists. The indemnification provisions set forth in Section 5.3(a)(i) (i) the Damages with respect to a claim exceed $100,000 breach of Sections 4.14, 4.26 and 4.30), 5.3(a)(ii) (the “Minimum Claim Amount”) with respect to a breach of Sections 7.1, 7.2 and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed7.4), in the aggregate5.3(a)(iii), $2,000,000 (the “Deductible Amount”5.3(a)(iv), and then SEP I 5.3(a)(v), or a claim based upon "fraud" (as hereinafter defined) shall not be subject to the limitations set forth in this Section 5.3(d)(i) and shall be liable only indemnified to the Purchaser Indemnified Parties dollar for Damages dollar to the extent of any excess over the Deductible Amountliability with respect to such matters exists. In no event shall SEP I’s aggregate liability Anything in this Agreement to the Company contrary notwithstanding, no indemnification payment shall be made to the Seller Indemnified Parties until the amounts which the Seller Indemnified Parties would otherwise be entitled to receive as indemnification under Section 6.1 exceed this Agreement aggregate at least $10,000,000 (100,000, at which time the “Ceiling Amount”)Seller Indemnified Parties shall be indemnified dollar for dollar to the extent any liability with respect to such matters exists. Notwithstanding the foregoing, (ithe Seller Indemnified Parties shall be indemnified dollar for dollar with respect to any liability arising out of Xxxxxx'x breach of Sections 2.4(d) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in 3.6 hereof, and also Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal 3.7 hereof solely to the Aggregate Consideration (based on extent that Xxxxxx'x breach of Section 3.7 causes Xxxxxx to not be in compliance with the per share price to requirements of Rule 144(c) promulgated under the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderSecurities Act.

Limitations on Indemnification. (a) To the extent that the Company Indemnified Parties would otherwise be entitled to Except as provided in Section 11.3(c), no claim for indemnification for Damages pursuant to Section 6.1, SEP I shall be liable only if made against the Indemnifying Seller unless (i) the aggregate amount of Purchaser Damages with respect to a per individual claim exceed exceeds $100,000 50,000 (the “Minimum Purchaser Per Claim AmountThreshold”) and any such individual claims for amounts less than the Purchaser Per Claim Threshold shall be ignored in determining whether the Purchaser Deductible has been exceeded and thereafter (except for a series of claims related to the same facts and circumstances, in which case the amount of each individual claim in the series may be aggregated for purposes of determining whether the Purchaser Per Claim Threshold has been satisfied) and (ii) the aggregate amount of Purchaser Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, exceeds $2,000,000 (the “Deductible AmountPurchaser Deductible”), and then SEP I shall be liable only in which event the Purchaser may claim indemnification for the amount of Purchaser Damages in excess of the Purchaser Deductible; provided, however, subject to Section 11.3(c), the extent of any excess over the Deductible Amount. In no event shall SEP IIndemnifying Seller’s aggregate liability obligation to indemnify the Company Purchaser Indemnified Parties under Section 6.1 this Agreement shall not exceed $10,000,000 50,000,000 (the “Ceiling AmountCap”). Notwithstanding any provision to the foregoingcontrary set forth herein, (i) for purposes of the Deductible Amount shall not apply to breaches or inaccuracies Indemnifying Seller’s indemnification obligations under Section 11.1, all of the Sellers’ representations and warranties contained set forth in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount this Agreement or any certificate or disclosure letter that are qualified as to “material,” “materiality,” “material respects,” “Material Adverse Effect” or words or similar import or effect shall not apply be deemed to breaches or inaccuracies have been made without any such qualification for purposes of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus determining the amount of all other the Purchaser Damages payable by SEP I hereunderresulting from, arising out of or relating to any breach of a representation or warranty.

Limitations on Indemnification. (a) To the extent that the Company Indemnified Parties would otherwise There shall be entitled to indemnification no liability for Damages pursuant to under Section 6.19.1(a)(i) or (ii) for breaches of representations, SEP I shall be liable only if warranties, covenants and agreements unless and until (i) the amount of Damages with respect to a for each claim exceed or for multiple, similar claims arising from related facts or circumstances asserted by the Buyer Indemnified Parties exceeds Twenty-Five Thousand Dollars ($100,000 25,000) (the “Minimum Claim AmountMateriality Basket”) ), but in the event the Materiality Basket is exceeded, the Buyer Indemnified Parties shall be entitled to all of such Damages from such claim or similar claims (irrespective of the Materiality Basket), and (ii) the aggregate Damages for all such claims that exceed (without reference to any and all claims excluded by the Minimum Claim Amount exceed, in the aggregate, Materiality Basket) exceeds Seven Hundred Fifty Thousand Dollars ($2,000,000 750,000) (the “Deductible AmountIndemnification Threshold”); provided, and then SEP I however, that after such amount of Damages disregarded as a result of operation of clause (ii) immediately preceding exceeds the Indemnification Threshold, only Damages in excess of the Indemnification Threshold shall be liable only for Damages to recoverable by the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Buyer Indemnified Parties under unless otherwise excluded by the Materiality Basket. The limitations set forth in this Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i9.3(a) the Deductible Amount shall not apply to (i) breaches or inaccuracies of representations and warranties contained in Section 3.1the Seller Fundamental Representations, Section 3.2 and Section 3.4 and (ii) breaches of the Ceiling Amount shall not apply covenants set forth in Sections 1.4, 6.6, 6.7, 9.1(a)(iv) and 9.1(a)(v) and Article X, (iii) claims pursuant to breaches Section 9.1(a)(iv), or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (iv) claims based on fraud, with respect to which, in each case, all Damages shall be recoverable from the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderfirst dollar.

Limitations on Indemnification. (a) To the extent that the Company KM Indemnified Parties would otherwise be are entitled to indemnification for Damages Liabilities pursuant to Section 6.110.1, SEP I the Parent Parties shall be liable only if not have any Liability (i) the Damages with respect to a claim for any individual indemnifiable item which does not exceed $100,000 (the “Minimum Claim AmountIndividual Indemnity Threshold”) ), and (ii) the Damages for all claims in respect of those individual indemnifiable items that exceed the Minimum Claim Amount exceedIndividual Indemnity Threshold, unless the aggregate Liabilities relating to all such individual indemnifiable items exceed in the aggregate, $2,000,000 one percent (1%) of an amount equal to the Purchase Price minus the Proportionate Debt Amount (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over such excess; provided that (x) any materiality or material adverse effect qualifier to any representation or warranty (other than Excluded Materiality Matters) subject to indemnification shall be disregarded and (y) to the extent provided in Section 6.7, the Post-Signing Schedule Updates shall be effective with respect to the representations and warranties, in each case, for purposes of determining whether the Individual Indemnity Threshold or the Deductible AmountAmount shall have been exceeded. In no event shall SEP I’s the Parent Parties’ aggregate liability to the Company KM Indemnified Parties under Section 6.1 exceed $10,000,000 twenty percent (20%) of an amount equal to the Purchase Price minus the Proportionate Debt Amount (the “Ceiling Amount”). Notwithstanding the foregoing, (ithis Section 10.9(a) the Deductible Amount shall not apply to breaches indemnification for Liabilities relating to HS Fundamental Representations or inaccuracies of representations and warranties contained in to any indemnification obligation under Section 3.110.1(b), Section 3.2 and Section 3.4 and (iic) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderd).

Limitations on Indemnification. (a) To the extent that the Company Indemnified Parties would otherwise be entitled to Seller shall have no Liability for indemnification for Damages pursuant to Section 6.1, SEP I shall be liable only if (i11.02(a)(i) the Damages with respect to a claim Covered Losses for which indemnification is provided thereunder unless such Covered Losses exceed $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, aggregate $2,000,000 (the “Deductible AmountBasket”), and then SEP I in which case Seller shall be liable only for Damages all such Covered Losses in excess of the Basket; provided, however, that, notwithstanding anything to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoingcontrary herein, (i) in no event shall the Deductible Amount aggregate amount to be paid by Seller hereunder exceed $18,750,000, and (ii) Seller shall only be liable for any individual Covered Loss or group of related Covered Losses in excess of $100,000; provided further, that for purposes of this Section 11.07(a), if any representation or warranty of Seller subject to indemnification hereunder is qualified or limited by the terms “material”, “materially”, “Material Adverse Effect”, “material adverse effect”, or similar qualification except for those appearing in all capitalized text, the term “Material Contract” or those contained in Section 2.05 and Section 2.06, but excluding any dollar amount, such qualification and/or limitation shall in all respects be ignored and given no effect for purposes of determining the amount of any such Covered Loss. Notwithstanding anything herein to the contrary, the limitations set forth in this Section 11.07(a) shall not apply to breaches Covered Losses incurred by any Purchaser Indemnified Parties in connection with or inaccuracies arising from any breach of representations and warranties contained any representation or warranty of Seller in Section 3.12.01 (Organization), Section 3.2 and 2.02 (Authorization; Enforceability), Section 3.4 and 2.19 (iiSufficiency of Assets) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.42.21 (Finders; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderBrokers).

Limitations on Indemnification. (ai) To Other than in instances of fraud, intentional misrepresentation, or willful misconduct or breach of any of the extent that the Company Indemnified Parties would otherwise Fundamental Representations, no Indemnitee shall be entitled to indemnification recover any Losses for Damages pursuant to Section 6.1breach of the representations and warranties of any party contained herein, SEP I shall be liable only if unless such Indemnified Party's cumulative aggregate claims therefor exceed two hundred thousand dollars (i$200,000) the Damages with respect to a claim exceed $100,000 (the “Minimum Claim AmountBasket”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed)), in which case the aggregateIndemnitee shall be entitled to recover all Losses. Further, $2,000,000 other than in instances of fraud, intentional misrepresentation, or willful misconduct or breach of any of the Fundamental Representations, in no event shall the cumulative aggregate liability of the Seller, on the one hand, and the Parent and the Buyer, on the other hand, under this Agreement or otherwise exceed ten percent (10%) of the Closing Purchase Consideration (the “Deductible AmountCap”), allocated between cash and then SEP I Warrants in the same proportion as the form of consideration paid for the Closing Purchase Consideration. For the avoidance of doubt, indemnification obligations under clause (iii) of Section 8.02(a) or any indemnification due to a breach of Section 2.04(5) shall not be liable only for Damages subject to the extent of any excess over Basket or the Deductible AmountCap. In no event Buyer Indemnitees shall SEP I’s aggregate liability to first seek indemnification from the Company Indemnified Parties under Section 6.1 exceed $10,000,000 Escrow Fund (as defined in the “Ceiling Amount”Escrow Agreement). Notwithstanding the foregoing, (i) the Deductible Amount and shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) seek indemnification from the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to Seller Indemnitors until the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderEscrow Fund is exhausted.

Limitations on Indemnification. (a) To the extent that the Company Indemnified The Diageo Indemnifying Parties would otherwise be entitled to shall have no liability for indemnification for Damages pursuant to clause (i) of Section 6.19.2(a) with respect to Covered Losses for which indemnification is provided thereunder, SEP I unless such Covered Losses exceed in the aggregate $100 million, in which case the Diageo Indemnifying Parties shall be liable only if for all such Covered Losses in excess of such amount; PROVIDED, that the Diageo Indemnifying Parties shall have no liability for such Covered Losses (and such Covered Losses will not be aggregated for purposes of such $100 million) in connection with any individual claim or series of related claims unless the aggregate amount of Covered Losses associated with such claim or series of related claims exceeds $5 million. (b) The General Xxxxx Indemnifying Parties shall have no liability for indemnification pursuant to clause (i) the Damages of Section 9.3(a) with respect to a claim Covered Losses for which indemnification is provided thereunder, unless such Covered Losses exceed in the aggregate $100,000 (the “Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed100 million, in which case the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I General Xxxxx Indemnifying Parties shall be liable only for Damages to the extent all such Covered Losses in excess of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4such amount; providedPROVIDED, that SEP I’s aggregate the General Xxxxx Indemnifying Parties shall have no liability for a breach or inaccuracy such Covered Losses (and such Covered Losses will not be aggregated for purposes of such Section 3.4 shall not exceed an amount equal to $100 million) in connection with any individual claim or any series of related claims unless the Aggregate Consideration (based on the per share price to the public of the shares of Common Stock issued in the IPO) minus the aggregate amount of all other Damages payable by SEP I hereunderCovered Losses associated with such claim or series of related claims exceeds $5 million. Section 9.6.

Limitations on Indemnification. (a) To Notwithstanding anything to the extent that contrary contained in this Agreement, with respect to any claim against the Company Indemnified Seller Parties would otherwise be entitled to indemnification for Damages Seller Warranty Breaches pursuant to Section 6.1, SEP I shall be liable only if 10.2(a): (i) the Seller Parties shall not be liable for any Damages with respect thereto (other than with respect to a claim exceed breaches of the representations and warranties of the Seller Parties contained in Section 4.24 of this Agreement) unless and until the aggregate amount of indemnifiable Damages which may be recovered from the Seller Parties equals or exceeds $100,000 375,000 (the “Minimum Claim AmountBasket”) ), in which case the Seller Parties shall be liable for the full amount of such Damages; and (ii) the maximum aggregate amount of indemnifiable Damages for all claims that exceed which may be recovered by the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate liability to the Company Buyer Indemnified Parties under Section 6.1 exceed $10,000,000 (the “Ceiling Amount”). Notwithstanding the foregoingarising out of or relating to any Seller Warranty Breaches, (i) the Deductible Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1, Section 3.2 and Section 3.4 and (ii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to $7,500,000 (the Aggregate Consideration “Cap”); provided, that the foregoing clauses (based on i) and (ii) in this Section 10.5(a) shall not apply to Damages relating to (A) Fraud by the per share price Seller Parties or (B) any breach of any of the Seller Parties’ Fundamental Representations; and provided, further, that the foregoing clause (i) shall not apply to Damages relating to a breach of or failure of Seller Parties covenants in Section 7.17, including but not limited to the public payment of the shares of Common Stock issued in the IPO) minus the amount of all other Damages payable by SEP I hereunderDelay Damages.