Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement.

Limitations on Indemnification. Notwithstanding anything to the foregoing contrary contained in this Agreement, (i) Seller’s aggregate maximum liability under Section 7.01(a) shall not exceed an amount equal to the Purchase Price with exception of Section 3.08 (API), Seller’s aggregate maximum liability under 3.08 (API) shall not exceed $612,000; (ii) no party shall have any liability for an otherwise indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the Indemnified Party and is due and payable, so long as the claim for such Loss was timely submitted pursuant to the provisions of Section 11.1, this Article VII; (aiii) no party shall be required liable for any Losses to indemnify the other party extent the Purchaser Indemnitees or the Purchaser-Related Entities or the Seller-Related Entities (Seller Indemnitees, as applicable, failed to mitigate such Losses in accordance with applicable Laws; (iv) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible no party shall be responsible liable for any Loss to the entire amount including all amounts representing the Basket Limitation, (b) extent arising from any Law not in no event shall the liability of Sellers, force on the one hand, date hereof or Purchaser, on the other hand, with respect to the indemnification provided any change in Law which takes effect retroactively and (v) no party shall be liable for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing any otherwise indemnifiable Loss arising out of any inaccuracy or breach of any representation, warranty, covenant or agreement of such party unless a claim therefor is asserted with specificity and in writing by the Indemnified Party timely in accordance with Section 7.08, failing which such claim shall be waived and extinguished. The waiver of any condition to the Closing based on the accuracy of any representation or warranty or on the performance of or compliance with any covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities agreement shall be deemed to have waived and forever renounced any a waiver of the right to assert a claim for indemnification under this Article 11 forVII with respect to such representation or warranty, covenant, agreement or obligation. Notwithstanding any other claim or cause of action under implication to the contrary contained in this Agreement, at law or the limits on indemnification set forth in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation this Agreement shall not apply with respect to any claims or Losses suffered based on fraud or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementintentional misrepresentation.

Limitations on Indemnification. Notwithstanding Except for claims based on the foregoing provisions Seller’s or the Company’s fraud or intentional misrepresentation, claims for Indemnified Taxes, or claims based on a breach of Section 11.13.18(e) or (f), no claim may be made against the Escrow Deposit unless and until the Buyer Indemnified Parties have incurred aggregate Losses for which the Buyer Indemnified Parties are entitled to indemnification pursuant to this Agreement in excess of Two Million Dollars (a$2,000,000) in the aggregate (the “Deductible Amount”) and then only to the extent that such aggregate amount of Losses exceeds the Deductible Amount. With respect to claims based on a breach of Section 3.18(e) or (f), no party shall claim may be required made against the Escrow Deposit or otherwise unless and until the Buyer Indemnified Parties have incurred aggregate Losses for which the Buyer Indemnified Parties are entitled to indemnify indemnification pursuant to this Agreement in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate (the “Environmental Deductible Amount”) and then only to the extent that such aggregate amount of Losses exceeds the Environmental Deductible Amount. Notwithstanding any other party provision in this Agreement to the contrary, except for claims based on the Seller’s or the Purchaser-Related Entities Company’s fraud or intentional misrepresentation or claims for Indemnified Taxes, the Seller-Related Entities (as applicable) under maximum aggregate indemnification to which all the Buyer Indemnified Parties are entitled shall not exceed an amount equal to the Escrow Deposit. Notwithstanding any other provision of this Agreement unless to the aggregate contrary, if on the Closing Date any Buyer Indemnified Party knows of all amounts for which an indemnity any information that would otherwise cause one or more of the representations or warranties in this Agreement to be payable by inaccurate as of the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such eventdate made, the responsible party Buyer Indemnified Parties shall be responsible for have no right or remedy after the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, Closing with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any such inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right all rights to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementthereof.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party Neither the Acquiror Indemnified Persons nor the Target Indemnified Persons may recover in respect of any claim for indemnification as a result of any breach of any representation or warranty in accordance with Sections 10.1(a), 10.1(f) or 10.2(a), respectively, unless and until the Indemnifiable Losses in accordance with Sections 10.1(a), 10.1(f) or 10.2(a), respectively, have been incurred, paid or accrued in an aggregate amount greater than $1,400,000 (the “Indemnification Threshold”). Once the Indemnification Threshold has been exceeded with respect to claims as a result of a breach of any representation or warranty pursuant to Sections 10.1(a) or 10.1(f) above, the Acquiror Indemnified Persons shall be required entitled to indemnify recover all Indemnifiable Losses as a result of a breach of such representation or warranty incurred, paid or accrued by them in excess of the other party Indemnification Threshold. Once the Indemnification Threshold has been exceeded with respect to claims as a result of a breach of any representation or the Purchaser-Related Entities or the Seller-Related Entities (as applicablewarranty pursuant to Section 10.2(a) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such eventabove, the responsible party Target Indemnified Persons shall be responsible for entitled to recover from Parent all Indemnifiable Losses as a result of a breach of such representation or warranty incurred by them in excess of the entire amount including all amounts representing Indemnification Threshold; provided, however, that the Basket LimitationIndemnification Threshold shall not apply to Indemnifiable Losses suffered resulting from a breach of Section 3.2 (Capitalization and Voting Rights of the Company), Section 3.3 (bCapitalization and Voting Rights of the Subsidiaries), Section 3.5 (Authority, Authorization and Enforceability),the fourth sentence of Section 3.20(a) (Taxes), Section 3.30 (Votes Required and Obtained), Section 3.32 (Merger Consideration Statement), Section 3A.1 (Power and Authorization), Section 3A.4 (Capital Stock) and Section 4.3 (Authority, Authorization and Enforceability). Notwithstanding anything to the contrary in this Agreement, in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect Indemnification Threshold apply to the indemnification provided for in Section 11.1 or Section 11.2 any Indemnifiable Loss suffered by (as applicablei) above exceed in the aggregate the Cap Limitationany Acquiror Indemnified Person pursuant to Sections 10.1(b), (c) if prior to the Closing), Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 ford), or (e) or (ii) any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein Target Indemnified Person pursuant to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement10.2(b).

Limitations on Indemnification. Notwithstanding anything to the foregoing provisions of Section 11.1contrary contained in this Article XI, (a) neither party shall have been deemed to have incurred any Damages with respect to a claim under this Article XI until the Damages arising from such claim exceeds $50,000. Notwithstanding anything to the contrary contained in this Article XI, no party indemnification shall be required to indemnify be made by either party under Section 11.1(b) or Section 11.2(b) unless and until the aggregate amount of all claims for Damages by the other party under such Section 11.1(b) or the Purchaser-Related Entities or the Seller-Related Entities (Section 11.2(b), as applicable, exceeds $500,000, in which case the party shall thereupon be entitled to indemnification for all amounts in excess of such threshold, but subject to the Representations Cap and the Purchase Price Cap, as applicable. Notwithstanding anything to the contrary contained in the Agreement, the maximum liability of each party under Section 11.1(b) or Section 11.2(b), in the aggregate for such party, under this Agreement unless shall not exceed ten percent (10%) of the aggregate Purchase Price (the “Representations Cap”). Notwithstanding anything to the contrary contained in the Agreement, the maximum liability of all amounts for which an indemnity would otherwise be payable by the responsible each party under Section 11.1 or Section 11.2 above (except as applicableto Section 11.1(b) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed 11.2(b)), in the aggregate for such party, under this Agreement shall not exceed the Cap Limitation, Purchase Price (c) if prior to the Closing, Purchaser obtains knowledge in writing “Purchase Price Cap”). Each of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers the parties hereto acknowledges and agrees that the foregoing limitations contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the ClosingSection 11.4 do not apply to Damages for intentional fraud, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 forcriminal activity, or any other claim or cause of action under this Agreementwillful misconduct. IN ADDITION, at law or in equity on account of any such Purchaser Waived BreachTHE PARTIES SHALL HAVE NO OBLIGATIONS UNDER THIS ARTICLE XI FOR ANY CONSEQUENTIAL, and (d) notwithstanding anything herein to the contraryPUNITIVE, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of PurchaserEXEMPLARY, Sellers or either Seller set forth in Section 5.3SPECIAL, Section 5.4OR INCIDENTAL DAMAGES OR LOSSES THE INDEMNIFIED PARTY MAY SUFFER AS THE RESULT OF ANY DEMAND, Section 10.1 or Section 11.6 of this AgreementCLAIM, OR LAWSUIT.

Limitations on Indemnification. Notwithstanding anything to the foregoing provisions of Section 11.1contrary contained in this Agreement, (a) UCB shall not have any liability under Section 9.01(a) hereof (other than for breaches of the Specified Representations) unless the aggregate liability for Losses suffered by the Purchaser Indemnitees thereunder exceeds [***], and then only to the extent of such excess; (b) UCB’s aggregate maximum liability under Section 9.01(a) hereof (other than for breaches of the Specified Representations) shall not exceed [***] (the “Cap”); (c) no party shall have any liability under Section 9.01(a) or Section 9.02(a) hereof for any individual Loss of less than [***] and such individual Losses shall not be aggregated for purposes of the preceding clauses (a) and (b); (d) UCB shall not have any liability for any otherwise indemnifiable Loss to the extent (x) the matter giving rise to such Loss had been specifically reserved or provided for in the Most Recent Balance Sheet or (y) taken into account in the Working Capital Statement; (e) no party shall have any liability for an otherwise indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the Indemnified Party and is due and payable, so long as the claim for such Loss was timely submitted pursuant to the provisions of this Article IX; and (f) no party shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts liable for which an indemnity would any otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing indemnifiable Loss arising out of any inaccuracy or breach of any representation, warranty, covenant or agreement of such party unless a claim therefor is asserted with specificity and in writing by the Indemnified Party timely in accordance with Section 9.08 hereof, failing which such claim shall be waived and extinguished. The waiver of any condition to the Closing based on the accuracy of any representation or warranty or on the performance of or compliance with any covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities agreement shall be deemed to have waived and forever renounced any a waiver of the right to assert a claim for indemnification under this Article 11 forIX with respect to such representation or warranty, covenant, agreement or any obligation. Purchaser’s aggregate maximum liability under Section 9.02(a) hereof (other claim or cause than for breaches of action under the Purchaser Specified Representations) shall not exceed the Cap. Notwithstanding anything to the contrary contained in this Agreement, at law or in equity on account of UCB shall not have any such liability under Section 9.01(d) hereof unless the aggregate liability for Losses suffered by the Purchaser Waived BreachIndemnitees thereunder exceeds $15,000,000, and (d) notwithstanding anything herein then only to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result extent of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementsuch excess.

Limitations on Indemnification. Notwithstanding The rights of the foregoing Tecogen Indemnified Parties and the Aegis Indemnified Parties to indemnification pursuant to the provisions of Section 11.1, this Article VI are subject to the following limitations: (a) Notwithstanding anything to the contrary contained herein, except for claims in respect of the breach of any Fundamental Representation or for claims in respect of fraud by Xxxxx, no party claims for indemnification by any Tecogen Indemnified Party pursuant to Section 6.02(a) shall be required so asserted, and no Tecogen Indemnified Party shall be entitled to indemnify recover Losses, (1) unless any individual Loss or group or series of related Losses exceeds Twenty Thousand Dollars ($20,000) (the other party or the Purchaser-Related Entities or the Seller-Related Entities “Basket”) and (as applicable2) under this Agreement unless until the aggregate amount of all amounts Losses (which shall not include for which an indemnity such purposes any individual Loss or group or series of related Losses that do not exceed the Basket) that would otherwise be payable hereunder exceeds on a cumulative basis an amount equal to $75,000 (the “Deductible”), and to the extent such Losses exceed the Deductible, such Tecogen Indemnified Party shall be entitled to recover all such Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained herein, except for claims in respect of fraud by Xxxxxxx, no claims for indemnification by the responsible party under Aegis Indemnified Party pursuant to Section 11.1 6.04(a) shall be so asserted, and no Aegis Indemnified Party shall be entitled to recover Losses, (1) unless any individual Loss or Section 11.2 above (as applicable) group or series of related Losses exceeds the Basket Limitation and in (2) until the aggregate amount of Losses (which shall not include for such eventpurposes any individual Loss or group or series of related Losses that do not exceed the Basket) that would otherwise be payable hereunder exceeds on a cumulative basis an amount equal to the Deductible, and to the responsible party extent such Losses exceed the Deductible, such Aegis Indemnified Party shall be responsible for entitled to recover all such Losses in excess of the entire amount including all amounts representing Deductible. (c) Notwithstanding anything to the Basket Limitationcontrary contained herein, (b) except in the case of fraud by Xxxxx, in no event shall Aegis have any liability under this Agreement in excess of the liability sum of Sellers, the Post- Closing Consideration received by Aegis pursuant to this Agreement during the two-year period commencing on the one handClosing Date. (d) Notwithstanding anything to the contrary contained herein, or Purchaserexcept in the case of fraud by Xxxxxxx, in no event shall Tecogen have any liability under this Agreement in excess of the sum of the Post- Closing Consideration paid by Tecogen pursuant to this Agreement during the two-year period commencing on the other hand, with respect Closing Date. (e) Notwithstanding anything to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in contrary contained herein, the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing amount of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed Losses subject to have waived and forever renounced any right to assert a claim for indemnification recovery under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account VI by the Tecogen Indemnified Parties shall be calculated net of any such Purchaser Waived Breach, and amounts (dA) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply actually received from any third party insurance policy of Tecogen or its Affiliates with respect to Losses suffered or incurred as a result of breaches for which any such Person has received indemnity payments hereunder (net of any covenant (x) premium increases or agreement of Purchaser, Sellers retroactive premium adjustments and (y) any costs and expenses incurred by Tecogen or either Seller set forth its Affiliates in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement.connection with such recovery) and (B) any Tax benefits realized by the Tecogen Indemnified

Limitations on Indemnification. Notwithstanding anything to the foregoing provisions of contrary contained in this Agreement, (x) except with respect to the Specified Representations and the representations and warranties set forth in Section 11.13.11, (a) no party Seller shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicablenot have any liability under Section 8.01(a) under this Agreement unless the aggregate liability for Losses suffered by Purchaser Indemnitees thereunder exceeds $[***] (the “Deductible”), and then only to the extent of all amounts for which an indemnity would otherwise be payable by the responsible party such excess and (b) Seller’s aggregate maximum liability under Section 11.1 8.01(a) shall not exceed an amount equal to [***] percent ([***]%) of the of the aggregate amount of Cash Payments that Purchaser has actually paid to Seller (the “Cap”) ([***]) and (y) (a) the aggregate maximum liability of Seller under Section 8.01(a) or Purchaser under Section 11.2 above (as applicable) exceeds 8.02(a), in each case, shall not exceed the Basket Limitation and in such event, the responsible party shall be responsible for the entire aggregate amount including all amounts representing the Basket Limitationof Cash Payments that Purchaser has actually paid to Seller, (b) in no event subject to Section 8.09, neither Party shall have any liability for an otherwise indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the liability of SellersIndemnified Party and is due and payable, on so long as the one hand, or Purchaser, on the other hand, with respect claim for such Loss was timely submitted pursuant to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, provisions of this Article VIII; (c) if prior neither Party shall be liable for any Losses to the extent the Purchaser Indemnitees or the Seller Indemnitees, as applicable, failed to mitigate such Losses in accordance with applicable Laws (provided, that, for clarity, this clause (c) shall only relieve a Party to the extent of any Losses that would not have been incurred had such Purchaser Indemnitees or Seller Indemnitees, as applicable, mitigated in accordance with applicable Laws); (d) neither Party shall be liable for any Loss to the extent arising from (i) a change in accounting or taxation Law, policy or practice made after the Closing, Purchaser obtains knowledge other than a change required to comply with any Law, policy or practice in writing effect on the date of this Agreement, or (ii) any Law not in force on the date of the Closing or any change in Law which takes effect retroactively or occurs as a result of any inaccuracy or increase in the rates of taxation [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. in force on the Closing Date; (e) neither Party shall be liable for any otherwise indemnifiable Loss arising out of any breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closingwarranty, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth such Party unless a claim therefore is asserted in writing (as provided in Section 5.38.03) by the Indemnified Party timely in accordance with Section 8.08, Section 5.4, Section 10.1 or Section 11.6 of this Agreementfailing which such claim shall be waived and extinguished; and (f) [***].

Limitations on Indemnification. Notwithstanding No party to this Agreement will nor will the foregoing provisions of Section 11.1, (a) no party shall be required Specified Plan Accounts have any obligation to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement any Indemnified Person unless and until the aggregate of all amounts Damages exceeds $25,000 ("Indemnification Threshold"), in which case the indemnifying party will then be obligated to indemnify the Indemnified Party for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and all such Damages in such event, the responsible party excess of $25,000. No person shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect entitled to indemnification under this Article 4 if and to the extent that such person's claim for indemnification provided for in Section 11.1 is directly or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior indirectly related to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or a breach by such person of any representation, warranty warranty, covenant or covenant of either or both Sellers contained other agreement set forth in this Agreement Agreement. Notwithstanding any other term of this Agreement, (a “Purchaser Waived Breach”i) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities no paying party shall be deemed to have waived and forever renounced any right to assert a claim for indemnification liable under this Article 11 for4 for an amount that exceeds the amount of the Purchase Price defined in SECTION 1.2 of this Agreement and, (ii) if Seller or any other claim or cause of action Selling Shareholder is the paying party under this AgreementArticle 4, at law the obligation of Seller or Selling Shareholder to make indemnification payments shall be limited to the portion of such Purchase Price actually received by such party in equity on account of any such Purchaser Waived Breachcash , and (d) notwithstanding anything herein to the contrary, the Basket Limitation any difference between such amount and the Cap Limitation Purchase Price shall not apply with respect to Losses suffered or incurred as a result be obtained by Primis through its exercise of breaches the right of any covenant or agreement of Purchaser, Sellers or either Seller set forth in offset under Section 5.3, Section 5.4, Section 10.1 or Section 11.6 4.6 of this Agreement. The limitation on indemnification payments provided in this paragraph shall be in the aggregate for Selling Shareholders and Seller combined and shall not be construed as separate indemnification limitations for each of Selling Shareholder or Seller.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party No Indemnitor shall be required liable for an indemnification claim made under Section 8.2 or 8.3, as the case may be: (w) for which a claim for indemnification is not asserted hereunder on or before the applicable Survival Date; (x) to indemnify the other party extent Losses, in the aggregate, incurred by the Buyer Indemnified Parties or by the Seller Indemnified Parties, as applicable, exceed an amount equal to One Hundred Thousand Dollars ($100,000) (the “Indemnification Cap”); and (y) unless and until the actual Losses of the Buyer Indemnified Parties, collectively, or the Purchaser-Related Entities or the Seller-Related Entities (Seller Indemnified Parties, collectively, as applicable, exceed an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket”), in which case the applicable Indemnitor(s) shall be obligated to the Indemnitee(s) for the amount of all Losses of the Indemnitee(s) in excess of the Basket; provided, however, that the Basket and the Indemnification Cap shall not apply to (i) indemnification claims to the extent amounts are actually paid under insurance maintained by the Indemnitor (or any of its Affiliates) and (ii) indemnification claims based in whole or in part upon Fraud. Losses shall not include any exemplary or punitive damages, except in each case to the extent actually awarded to a third-party who is not a party to this Agreement unless or an Affiliate of a party to this Agreement. Indemnitee shall take commercially reasonable efforts to mitigate any of its Losses promptly upon becoming aware of any event that would reasonably be expected to, or does, give rise to Losses that are indemnifiable hereunder, in each case, to the aggregate of all amounts same extent as it would if such Losses were not subject to indemnification hereunder. Any Losses for which an indemnity would otherwise Indemnitee is entitled to indemnification under this ARTICLE VIII shall be payable determined without duplication of recovery by reason of the responsible party under Section 11.1 state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant, agreement or Section 11.2 above (as applicable) exceeds otherwise. In addition, notwithstanding anything to the Basket Limitation and contrary in such eventthis Agreement, the responsible party Sellers shall not be responsible liable for (i) any Taxes of the entire amount including all amounts representing Company incurred after the Basket LimitationClosing or (ii) any Taxes resulting from an election made under Code Section 338 or under any comparable provisions of any other state, (b) in no event shall the liability of Sellers, on the one hand, local or Purchaser, on the other hand, foreign laws with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in purchase of the aggregate the Cap Limitation, (c) if prior Purchased Shares pursuant to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement.

Limitations on Indemnification. Notwithstanding No claim or claims may be made against an Indemnitor for indemnification pursuant to Section 7.3(a)(i) or Section 7.3(b)(i), as the foregoing provisions case may be, unless the collective Damages of Section 11.1the respective Indemnified Persons exceed in the aggregate an amount equal to $50,000, (a) no party in which case the Indemnitor shall be required obligated to indemnify the other party or Indemnified Persons for the Purchaser-Related Entities or full amount of the Seller-Related Entities Damages in excess of such amount. The Company Shareholders shall be severally and not jointly liable for any indemnification obligations of the Company Shareholders pursuant to this Section 7 in the respective percentages set forth in Section 7.3 of the Company Disclosure Schedule. In addition to the provisions and limitations as provided in (as applicableA) under this Agreement unless Section 7.1 with respect to the aggregate period of all survival of representations and warranties and indemnification obligations and (B) Section 7.3(d)(i) with respect to dollar amounts of Damages for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above indemnification for breaches of representations and warranties is not available, neither Parent (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, ) nor the Company Shareholders (on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitationshall be liable for Damages for which they would otherwise have indemnification obligations under this Agreement, (c) if prior in excess of an amount equal to the Closingproduct of the Aggregate Merger Consideration and the total of the percentages set forth on Schedule 7.3 (or, Purchaser obtains knowledge in writing if less than the total of such percentages, 100%). The sole remedy for any inaccuracy or breach of any representation, representation or warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed the indemnification provisions set forth in this Section 7. Notwithstanding the foregoing, nothing herein shall be construed as limiting the rights or remedies that any party hereto may have at equity, including specific performance and injunctive relief, where available. Notwithstanding any other provision of Section 7, the limitations contained in Section 7 with respect to have waived and forever renounced a party's indemnification obligations shall not apply (i) in any right to assert instance where a claim for indemnification under this Article 11 for, against that party is based on the fraud of that party or (ii) to any other claim Damages suffered by a Parent Indemnified Person resulting from Company's employment or cause termination of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this AgreementXx. Xxxxxxx Xxxxxxxxx.

Limitations on Indemnification. (a) Notwithstanding the foregoing provisions of Section 11.1this Article IV, (ai) no party CTCM shall not be liable, pursuant to Section 4.1 hereof, for any indemnifiable Damages suffered by any Warrantor arising out of a breach of any representation, warranty, covenant or agreement of CTCM herein unless a claim therefor is asserted in writing prior to the expiration of the period of survival applicable to such representation, warranty, covenant or agreement set forth in Section 4.4, failing which such claim shall be required waived and extinguished, (ii) CTCM shall not be liable, pursuant to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities Section 4.1(a), for (as applicablex) under this Agreement any Damages suffered by any Warrantor unless the aggregate of all amounts for which an indemnity would otherwise be payable Damages suffered by the responsible party Warrantors hereunder and under Section 11.1 6.3(a) of the Purchase Agreement (without double counting) exceeds, on a cumulative basis, an amount equal to 0.50% of the Consideration, and then only to the extent of such excess or Section 11.2 above (as applicabley) exceeds any individual items where the Basket Limitation Damage relating thereto is less than the equivalent of US$100,000 and in such event, items shall not be aggregated for purposes of the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitationimmediately preceding clause (x), (biii) the aggregate liability of CTCM and the Purchaser, taken together (without double counting), pursuant to Section 4.1(a) hereof and under Section 6.3(a) of the Purchase Agreement for Damages suffered by the Warrantors shall in no event exceed 20% of the Consideration and (iv) no party hereto shall the liability of Sellers, on the one hand, or Purchaser, on be liable to the other handfor indirect, with respect to the indemnification provided for in Section 11.1 special, incidental, consequential or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or punitive damages claimed by such other party resulting from such first party’s breach of any representationits representations, warranty warranties or covenant of either or both Sellers contained covenants hereunder; provided, however, that the limitations described in this Agreement clauses (a “Purchaser Waived Breach”i) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and through (diii) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered any act or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 omission constituting fraud. For purposes solely of this AgreementArticle IV, all representations and warranties of CTCM in Article II shall be construed as if the term “material” (and variations thereof) were omitted from such representations and warranties.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no No indemnified party will be entitled to make a claim against an indemnifying party pursuant to Section 8.3(a) or 8.3(b) unless and until the aggregate amount of claims which may be asserted for Indemnifiable Losses (as hereinafter defined) pursuant to such sections exceeds $300,000 in the aggregate, in which case such indemnifying party’s liability shall be required for the whole amount of such Indemnifiable Losses, and not just the excess, and in the case of indemnification pursuant to indemnify Section 8.3(a)(i), 8.3(a)(ii) or 8.3(b), but not in the other party case of 8.3(a)(iii) or 8.3(a)(iv), no more than $2.5 million in the aggregate. In addition, Purchaser agrees that Sellers make no representations or warranties whatsoever with respect to the Reserves, the development or adequacy thereof, or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate collectibility of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other handceded reinsurance agreements, with respect to the indemnification provided insurance or reinsurance liabilities of any of the Acquired Companies, and that Sellers shall not be liable for in Section 11.1 or Section 11.2 (as applicable) above exceed in any indemnity with respect to the aggregate the Cap Limitationforegoing. For purposes of this Agreement, (ci) if prior ”indemnified party” means a Person entitled to the Closingindemnification under this Agreement, Purchaser obtains knowledge in writing of (ii) ”indemnifying party” means a Person required to provide indemnification under this Agreement, and (iii) ”Indemnifiable Losses” means any inaccuracy and all damages, claims, demands, losses, liabilities or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement expenses (a “Purchaser Waived Breach”including reasonable attorneys fees and expenses and court costs) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed for which an indemnified party is entitled to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 forVIII; provided, that no single or unrelated claim for breach of any other claim representation or cause of action warranty shall be deemed an Indemnifiable Loss under this AgreementArticle VIII, at law unless and until the amount of such claim equals or exceeds $10,000, and, provided, further, that in equity on account each case in which a breach of any such Purchaser Waived Breach, representation and (d) notwithstanding anything herein warranty creates entitlement to the contraryindemnification under this Article VIII, the Basket Limitation and the Cap Limitation amount of an Indemnifiable Loss shall not apply with respect be determined without taking into account any qualification as to Losses suffered materiality or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this AgreementMaterial Adverse Effect contained therein.

Limitations on Indemnification. Each covenant or agreement in this Agreement shall survive the Closing without limitation as to time until fully performed in accordance with its terms. Notwithstanding the foregoing provisions foregoing, no claim may be made or suit instituted under this Article 7 with respect to any breach (or purported breach) of Section 11.1any representation or warranty or any covenant to be complied with prior to the Closing after the date which is one year after the Closing Date, except for (a) Reserved Claims and (b) any claim arising out of or relating to a breach (or purported breach) of Sections 2.2 (Capitalization) or 2.13 (Taxes) hereof, which shall survive until the statute of limitations applicable to the matters set forth therein shall expire. A claim for indemnification arising out of or relating to an Excluded Liability or an Assumed Liability may be brought at any time. The term "Reserved Claims" shall mean all claims for Losses incurred on or prior to the date which is one year after the Closing Date as to which the Indemnified Party has given any Indemnifying Party reasonably specific written notice (in light of the facts then known) on or prior to the date which is one year after the Closing Date. No party shall be liable under this Article 7 from and after the Closing, and no claim for indemnification hereunder may be asserted from and after the Closing, for any loss of profits or consequential, indirect or incidental damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any such Losses. In addition, no claim may be made by any party pursuant to this Article 7 with respect to any breach of representation and warranty or any covenant to be complied with prior to the Closing unless the aggregate amount of all Losses incurred by such party as a result of such breaches that would, but for the limitations contained in this sentence, be indemnifiable hereunder exceeds $1,250,000, in which case the Indemnifying Party's liability, if any, hereunder with respect to such claims shall only be for any amount of such aggregate indemnifiable Losses in excess of such deductible amount. In addition, no party shall be required liable to indemnify any Indemnified Party pursuant to this Article 7 for Losses of the other types described in Section 7.2 with respect to representations and warranties or any covenant to be complied with prior to the Closing to the extent that the aggregate amount of all Losses incurred by such party or the Purchaser-Related Entities or the Seller-Related Entities as a result of such breaches exceeds $6,250,000. The foregoing time and dollar limitations (as applicableboth floor and cap) under on indemnification shall not apply to (a) any breach of any covenant contemplated by this Agreement unless the aggregate of all amounts for which an indemnity would otherwise to be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitationperformed after Closing, (b) in no event shall any claim arising out of or relating to Seller's failure to discharge or perform the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap LimitationExcluded Liabilities, (c) if prior any claim arising out of or relating to the Closing, Purchaser obtains knowledge in writing a breach (or purported breach) of any inaccuracy Sections 2.2 (Capitalization) or breach of any representation, warranty 2.13 (Taxes) or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein any claim arising out of or relating to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this AgreementSeller's Fraud.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1this Article X, but excepting Losses arising from a breach of Seller's obligations under Article VIII hereof, (ai) no party shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible neither party shall be responsible for any indemnifiable Losses suffered by the entire amount including other party arising (x) out of breaches of the representations and warranties of such other party herein or in the License Agreements unless a claim therefor is asserted in writing on or prior to the first anniversary of the Closing Date or (y) from liabilities and obligations relating to the Business that were known to Seller on the Closing Date and should have been disclosed in Schedule 3.12 or the Financial Statements but were not so disclosed ("Undisclosed Liability Losses") unless a claim therefor is asserted in writing on or prior to the fifth anniversary of the Closing Date; (ii) neither party shall be liable for any Losses (other than Undisclosed Liability Losses) suffered by the other party arising out of the breaches of the indemnifying party's representations and warranties until all amounts representing such Losses exceed Two Million Dollars ($2,000,000.00), in which event the Basket Limitationindemnifying party's indemnity obligation shall apply only to the extent of any such excess, and (iii) the aggregate liability of either party hereunder for (x) Losses suffered by the other party arising out of breaches of the indemnifying party's representations and warranties, (by) Undisclosed Liability Losses, plus (z) Losses suffered by the other party arising under Article VIII shall in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 exceed Forty Million Dollars (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement$40,000,000.00).

Limitations on Indemnification. Notwithstanding Subject to any limitations contained therein, all representations and warranties made by the foregoing provisions parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of Section 11.1the parties hereto and shall expire twenty-four months after the Closing Date, except (ai) no as to any matter as to which a claim is submitted in writing to the indemnifying party shall be required prior to indemnify the other party applicable expiration date and identified as a claim for indemnification pursuant to this Agreement; (ii) as to any representation or warranty relating to ownership or title to the Shares or the Purchaser-Related Entities Company's assets, including real or the Seller-Related Entities immovable property, which shall not expire; (iii) as applicable) under this Agreement unless the aggregate of all amounts for to any matter which an indemnity would otherwise be payable is based upon willful fraud by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other handindemnifying party, with respect to which the indemnification provided representations and warranties set forth in this Agreement shall expire only upon expiration of the applicable statute of limitations plus 60 days; (iv) as to any representation or warranty concerning tax or environmental matters, which shall expire only upon the expiration of the applicable statute of limitations plus 45 days; and (v) as to any representation or warranty concerning the authority to execute this Agreement or any of the other documents contemplated hereby, which shall not expire. No claim or action for in Section 11.1 indemnity pursuant to Sections 6.1. or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or 6.2. hereof for breach of any representationrepresentation or warranty shall be asserted or maintained by any party hereto after the expiration of such representation or warranty pursuant to the preceding sentence except for claims made in writing prior to such expiration and actions (whether instituted before or after such expiration) based on any claim made in writing prior to such expiration. Notwithstanding any other provisions contained in this Agreement, (i) neither Buyer nor Sellers shall be entitled to receive any amount under this Section 6. which exceeds $12,000,000.00; (ii) Buyer shall not be entitled to payment under this Section 6. for a breach of any representation or warranty or covenant of either or both by Sellers contained in this Agreement except for the amount by which the aggregate of all breach of warranty or representation claims hereunder which have not theretofore been reimbursed to Buyer exceeds the sum of $180,000.00, and (a “Purchaser Waived Breach”iii) and nonetheless proceeds with and consummates Sellers shall not be entitled to payment under this Section 6. except for the Closingamount by which the aggregate of all claims hereunder which have not theretofore been reimbursed to Sellers, exceeds $180,000.00. In the event the $180,000.00 threshold mentioned in clause (ii) or (iii) of the preceding sentence is exceeded, Buyer or Sellers, as the case may be, shall then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any the right to assert a claim for indemnification seek reimbursement of said threshold amount from Sellers or Buyer, as the case may be, under this Article 11 forSection 6. Notwithstanding anything contained in this Section 6.6., or the limits on indemnification contained in the preceding sentence shall exclude any other claim or cause of action under obligations specifically assumed by any party in this Agreement, at law or including without limitation, the obligations relating to Taxes and brokers as described in equity on account of any such Purchaser Waived BreachSections 3.21., 5.2., and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement9.5. respectively .

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) Except as provided in the last sentence of this Section 9.3(a), notwithstanding anything to the contrary contained in this Agreement, (i) no party indemnification under Section 9.2(a)(i) hereof shall be made by Seller and no indemnification under Section 9.2(b)(i) hereof shall be made by Buyer, and neither Seller nor Buyer shall have any Liability, respectively, to the other therefor, unless and until the aggregate amount of Losses subject to indemnification pursuant thereto and due the Party being indemnified shall exceed $1,250,000 (the “Threshold Amount”), and once the Threshold Amount is exceeded the indemnifying Party shall indemnify the indemnified Party, and shall be liable, only for the amount of any such Losses in excess of the Threshold Amount; (ii) the aggregate amount required to indemnify be paid by Seller pursuant to its indemnification obligations under Section 9.2(a)(i) hereof or by Buyer pursuant to its indemnification obligations under Section 9.2(b)(i) hereof shall not exceed an amount equal to $25,000,000 ((A) which amount, for the avoidance of doubt, excludes the Threshold Amount and (B) in the case of Seller, for purposes of calculating such amount, includes any amounts paid by Seller pursuant to the FDA Cost-Sharing Covenant), and neither Party shall have any Liability to any indemnified Party for, and such indemnified Parties shall have no right to recover from Seller or Buyer, as the case may be, any amount of Losses which exceeds (and from and after the time such Losses exceed) such amount; and (iii) no indemnification under Section 9.2(a)(i) hereof shall be made by Seller and no indemnification under Section 9.2(b)(i) hereof shall be made by Buyer, and neither Seller nor Buyer shall have any Liability, respectively, to the other party for any individual Claim or any Liability arising out of or resulting from a single action, event, occurrence or a set of circumstances, unless such individual Claim or such Liability arising out of or resulting from a single action, event, occurrence or a set of circumstances is greater than $37,500; provided, that in the Purchaser-Related Entities case of clause (iii) above, any Claims or Liabilities resulting from similar facts or circumstances shall be aggregated for the Seller-Related Entities (as applicablepurposes of determining whether such Claims or Liabilities are indemnifiable pursuant to such clause. The applicable indemnified Party shall be entitled to indemnification without regard to any of the provisions of this Section 9.3(a) under with respect to indemnification obligations for Losses relating to Fundamental Representations and Warranties or Claims of fraud, intentional misrepresentation or willful breach of this Agreement unless (provided, however, that the aggregate Liability of all amounts for which an indemnity would otherwise be payable by the responsible party under Seller or Buyer pursuant to this Section 11.1 or Section 11.2 above (as applicable9.3(a) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall exceed the liability of SellersInitial Cash Price, on the one hand, or Purchaser, on the other hand, with respect plus any Earnout Amounts paid to the indemnification provided for in Seller pursuant to Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement2.3).

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no Notwithstanding any other provision of this Section 8, except in cases of fraud or willful misconduct, (i) the maximum amount for which either Parent or the Company Members shall be entitled to indemnification from the other party shall be required an amount equal to indemnify Thirty Million Dollars ($30,000,000); and (ii) neither the other party or Parent nor the Purchaser-Related Entities or the Seller-Related Entities (as applicable) Company Members shall be liable under this Agreement Section 8 unless and until the aggregate of all amounts Adverse Consequences for which an indemnity they or it would otherwise be payable by liable under this Section 8 shall exceed $250,000 (at which point the responsible party Indemnifying Party shall become liable for the aggregate Adverse Consequences under this Section 11.1 8, and not just amounts in excess of $250,000). Except for actions grounded in fraud or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such eventwillful misconduct, the responsible party parties hereto acknowledge and agree that in the event the Closing occurs, the indemnification provisions in this Section 8 shall be responsible for the entire amount including all amounts representing exclusive remedy of Parent and the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, Company Members with respect to the indemnification provided for transactions contemplated by this Agreement. With respect to actions grounded in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitationfraud and willful misconduct, (ci) if prior the right of a party to be indemnified and held harmless pursuant to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained indemnification provisions in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed in addition to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or cumulative of any other claim or cause remedy of action under this Agreement, such party at law or in equity on account of any such Purchaser Waived Breach, and (dii) notwithstanding anything herein no such party shall, by exercising any remedy available to it under this Section 8, be deemed to have elected such remedy exclusively or to have waived any other remedy, whether at law or in equity, available to it; provided, however, in no event shall any Company Member have any liability in excess of the contrary, amount of the Basket Limitation and the Cap Limitation shall not apply with respect Purchase Price actually received by such Company Member. Any indemnification to Losses suffered or incurred which Parent is entitled under this Agreement as a result of breaches of any covenant Adverse Consequences it may suffer shall be recouped (i) first, from amounts due under the Promissory Note and (ii) second, from all, or agreement of Purchaserany remaining, Sellers or either Seller Earn-out payments set forth in Section 5.32.2(d) and (e), Section 5.4, Section 10.1 by notifying the Company Members that Parent is reducing the amount payable under the terms of the Earn-out. This reduction in the amount payable shall affect the timing and amount of payments required under the agreement in the event that any such reduction should exceed any one or Section 11.6 more of this Agreementthe Earn-out payment amounts.

Limitations on Indemnification. All representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto and shall expire on May 31, 2004 except that the representatives and warrants set forth in Sections 4.3, 4.4, 4.6, 4.16 and 4.19 shall expire on May 31, 2006. No claim or action for indemnity under this Section 7 for breach of any representation or warranty shall be asserted or maintained by either party hereto after the expiration of such representation or warranty pursuant to the preceding sentence except for claims made in writing prior to such expiration and actions (whether instituted before or after such expiration) based on any claim made in writing prior to such expiration. Notwithstanding the foregoing provisions terms of Section 11.1Sections 7.1, (a) no 7.2 and 7.3 of this Agreement, neither party hereto shall be required entitled to indemnify receive, nor shall the other party or be obligated to pay, any amount of the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would obligations otherwise be payable by such party to the responsible party under Section 11.1 or Section 11.2 above other until the amount payable shall have reached Ten Thousand Dollars (as applicable) exceeds the Basket Limitation and in such event$10,000), the responsible party shall be responsible for whereupon the entire amount including all amounts representing shall be payable immediately upon submission of appropriate documentation establishing, to the Basket Limitationreasonable satisfaction of the indemnifying party, (bthe amount of such claims, losses, damages, liens, liabilities, expenses and other obligations giving rise to the obligation to indemnify up to a maximum amount equal to 50% of the Purchase Price calculated pursuant to Section 2.1(a) but in no event shall less than $275,000 (the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable"Cap") above exceed in the aggregate PROVIDED HOWEVER that the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches any amount payable by Seller to Buyer by reason of any covenant breach of representation, warranty, covenant, agreement or agreement of Purchaser, Sellers or either obligation relating to compliance by Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementwith environmental laws.

Limitations on Indemnification. To the extent that Buyer or PHP Group is entitled to receive payment under any insurance policies or from any other source on account of claims arising under this Article VI, including, without limitation, any litigation and claims described on Schedule 6.1(a) [OMITTED], the amount (if any) payable by Shareholders on account of such claims shall be reduced by the amount of such payment, and such amounts shall not be deemed to be Losses hereunder or, if Buyer or the PHP Group shall have already collected on such claim from Shareholders, then Buyer shall repay to Shareholders the amount of such payment, and such amounts shall not be deemed to be Losses hereunder. Notwithstanding anything to the foregoing provisions of Section 11.1contrary contained in this Agreement, (a) no party except as provided in the Separation Agreement, the rights and remedies under this Article VI shall be required to indemnify the other party sole and exclusive rights and remedies of the parties on account of any claims arising out of, or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under in connection with, this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, any transactions contemplated hereby; (b) no special, incidental, punitive or consequential damages shall be imposed on any party in no event shall the liability connection with any indemnification of Sellers, on the one hand, any or Purchaser, on the other hand, with respect all Indemnified Parties pursuant to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, this Article VI; and (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in all indemnification payments under this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities Article VI shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein be adjustments to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Aggregate Consideration. Except for Taxes which are covered by Section 5.3, Section 5.4the amount of Losses payable by an Indemnifying Party to the Indemnitee shall be determined on an after-tax basis. For example, Section 10.1 if a payment of a Loss would constitute income to an Indemnitee, the amount of the payment to the Indemnitee shall be grossed-up or Section 11.6 increased so that, after any income Tax on the payment, the payment would equal the amount of this Agreementthe Loss. In determining any Tax benefit to an Indemnitee, the Tax effect of the Loss shall be determined only by reference to the Tax year in which the Loss is properly taken into account for Tax purposes. For example, if a Loss of an Indemnitee is deductible and the amount of the deduction increases a net operating loss of an Indemnitee which existed before such deduction, and such net operating loss can only be carried forward to future Tax years of the Indemnitee, the Tax benefit from the deductibility of the Loss shall considered to be zero even though the Indemnitee may realize Tax benefits from the absorption of the net operating loss carryovers in future Tax years.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything provision herein to the contrary, (i) any Loss for which an Indemnitor claims indemnification under this Section 8.2 shall take into account (A) the Basket Limitation and proceeds of any insurance actually received by the Cap Limitation shall not apply Companies with respect to Losses suffered or incurred such Loss less any increase in premiums to such Person as a result of breaches such claim for insurance proceeds (with it being understood, however, that none of the Buyer Parties or Seller Parties shall be obligated to make any such claim for insurance proceeds) (the "INSURANCE RECOVERY AMOUNT"), (B) the amount of any covenant reduction in Tax that (1) is actually realized by a reduction of Taxes actually paid or agreement by a refund actually received by the Indemnitee, and (2) is attributable to any deduction, loss, credit or other Tax benefit arising from or arising out of Purchasersuch Loss (the "TAX REDUCTION AMOUNT"), Sellers and (C) any specific reserves against such Losses, but only to the extent of such specific reserves set forth on the Closing Balance Sheet; (ii) the Indemnitors shall have no liability for indemnification under this Section 8.2 with respect to any claim for indemnification arising from a change in law or either Seller regulation after the Closing Date having a retroactive effect; and (iii) the Indemnitor's obligation to indemnify the Indemnitee in connection with a breach of any representations or warranties and the amount to be indemnified shall be determined without regard to any materiality qualification set forth in such representation or warranty. Any indemnification payment under this Section 5.3, Section 5.4, Section 10.1 or Section 11.6 8.2 shall initially be made without regard to clause (i) of this AgreementSection 8.2(g) (other than with respect to clause (i) (C) and (ii) in the preceding sentence which will be taken into account at the time the indemnification payment is made) and the Indemnitee shall remit to the Indemnitor the Tax Reduction Amount or the Insurance Recovery Amount, as the case may be, when the Indemnitee actually realizes the Tax Reduction Amount or actually receives the Insurance Recovery Amount, as the case may be.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.19.1, (a) no party Seller shall not be required to indemnify the other party Purchaser or the any Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party Seller under Section 11.1 or Section 11.2 9.1 above exceeds $40,000 (as applicable) exceeds the “Basket Limitation and in such eventLimitation”), the responsible party at which point Seller shall be responsible have liability for the entire total amount including all amounts representing the Basket Limitationfor which an indemnity would be payable by Seller, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, Seller with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) 9.1 above exceed in the aggregate $600,000 (the “Cap Limitation”), (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either Seller contained in this Agreement, or both Sellers if any of the Due Diligence Material contains information that is inconsistent with any representation, warranty or covenant of Seller contained in this Agreement (collectively, a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 9 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.33.3, Section 5.4, Section 10.1 3.4 or Section 11.6 10.2 of this Agreement.

Limitations on Indemnification. (i) Notwithstanding anything to the foregoing provisions of Section 11.1contrary in this Article XI, (a) no party neither Seller nor Liberty shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities Buyer Indemnified Parties in respect of any Losses for which indemnity is claimed under Section 11.2(a)(i) and (as applicableiii) under this Agreement unless and until the aggregate of all amounts for which an indemnity would otherwise be payable by such Losses exceeds one percent (1%) of Purchase Price (the responsible party under Section 11.1 or Section 11.2 above (as applicable) “Threshold”); provided, that if the aggregate of such Losses claimed exceeds the Basket Limitation Threshold then Seller and in such event, the responsible party Liberty shall be responsible obligated to indemnify the Buyer Indemnified Parties for only the entire amount including all amounts representing of such Losses in excess of the Basket LimitationThreshold; provided, (b) in no event shall further, that the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation Threshold shall not apply limit indemnification with respect to Losses suffered or incurred as a result of relating to breaches of the Seller’s Fundamental Representations or any covenant facts or agreement circumstances which constitute fraud, or intentional misrepresentation. Notwithstanding anything to the contrary in this Article XI, Buyer shall not be required to indemnify the Seller Indemnified Parties in respect of Purchaserany Losses for which indemnity is claimed under Section 11.2(b)(i) and (iv) unless and until the aggregate of all such Losses exceeds the Threshold; provided, Sellers that if the aggregate of such Losses claimed exceeds the Threshold then Buyer shall be obligated to indemnify the Seller Indemnified Parties for only the amount of such Losses in excess of the Threshold; provided, further, that the Threshold shall not limit indemnification with respect to Losses relating to breaches of the Buyer’s Fundamental Representations or either Seller set forth in Section 5.3any facts or circumstances which constitute fraud, Section 5.4, Section 10.1 or Section 11.6 of this Agreementintentional misrepresentation.

Limitations on Indemnification. Notwithstanding Any amounts which any party hereto may be obligated to pay another party hereto pursuant to this Article 7 will be reduced by an amount equal to any insurance recovery with respect to such losses received by the foregoing provisions Indemnitee (net of Section 11.1the present value of reasonably anticipated increases in the future insurance premiums of the indemnified party). In addition, (a) no party the Shareholders shall not be required liable to indemnify the other party Parent or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under Buyer pursuant to this Agreement unless Article 7 until the aggregate of all amounts claims pursuant to Section 7.1 for which the Shareholders would, but for this provision, be liable exceeds on a cumulative basis an indemnity would otherwise amount equal to $100,000.00, and then the Shareholders shall be payable by liable for all such claims including the responsible party first $100,000.00 of claims. Likewise, Parent and Buyer shall not be liable to the Shareholders pursuant to this Article 7 until the aggregate of all claims pursuant to Section 7.2 for which Parent and Buyer would, but for this provision, be liable exceeds on a cumulative basis an amount equal to $100,000.00. The threshold amounts in the two preceding sentences shall not be applicable to (i) any payment due under Section 11.1 2.4, (ii) any Claim arising under Section 7.1(b), or Section 11.2 above (as applicableiii) exceeds any Claim which is a Third Party Claim. In determining whether the Basket Limitation and in such eventthreshold amounts have been met, the responsible party any individual claims of less than $5,000.00 shall be responsible for excluded. Neither the entire amount including all amounts representing the Basket Limitation, (b) Shareholders nor Parent and Buyer collectively shall be obligated to make payments to satisfy indemnification obligations under this Article 7 in no event shall the liability excess of Sellers, on the one hand, or Purchaser, on the other hand, $3,000,000.00; provided that with respect to the indemnification provided for in Section 11.1 any Claim which is based on or Section 11.2 arises from (as applicablei) above exceed in the aggregate the Cap Limitationfraud, (cii) if prior a violation of state or federal health care laws (including any civil claims arising from such violation), including those laws and regulations pertaining to Medicare and Medicaid, the anti-kickback statute, the False Claims Act, any state or the Starx XX Self-Referral Laws and any other law or regulation related to the Closingregulation, Purchaser obtains knowledge in writing certification or licensure of health care providers, or (iii) a violation of state or federal employment laws (including any inaccuracy or breach of any representationcivil claims arising from such violation), warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities limit on indemnification obligations shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein equal to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this AgreementPurchase Price.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party No Parent Indemnified Party shall be required entitled to indemnify recover any Losses pursuant to Section 7.2(a)(i), and no Seller Indemnified Party shall be entitled to recover any Losses pursuant to Section 7.3(a), unless and until the other party aggregate Loss or Losses for all such claims, in the Purchaser-Related Entities aggregate by all Parent Indemnified Parties or the Seller-Related Entities (Seller Indemnified Parties, as applicable, is in excess of Two Million Dollars ($2,000,000) (the “Basket Amount”), in which case such Parent Indemnified Parties or Seller Indemnified Parties, as applicable, shall be entitled to recover all Losses so identified, including the Basket Amount. Except as otherwise set forth in this Section 7.4(a) or (d), (i) the Company Securityholders shall not have any liability under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or sort whatsoever, including without limitation, for breach of any representation, warranty warranty, covenant or agreement pursuant to this Agreement, or any agreement, schedule or instrument delivered by the Company pursuant to this Agreement, in excess of the Escrow Fund, and the amount at any time existing in the Escrow Fund shall be sole and exclusive recourse for any indemnification claims brought by any Parent Indemnified Party hereunder, and (ii) Parent shall not have any liability under this Agreement for breach of any representation, warranty, covenant or agreement pursuant to this Agreement or in any agreement, schedule or instrument delivered by Parent or Merger Sub pursuant to this Agreement, in excess of either or both Sellers contained Twenty Million Dollars ($20,000,000) (the “Parent Fund”), and the Parent Fund shall be sole and exclusive recourse for any indemnification claims brought by any Seller Indemnified Party hereunder. Nothing in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates shall limit the Closing, then Purchaser and right of an Indemnified Party to bring any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim claims for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches fraud (including fraudulent breach or intentional inaccuracy of a representation or warranty contained herein); provided, however, that in no event shall (i) any Company Securityholder have any liability of any covenant sort in excess of the Merger consideration received by such holder in connection with the Merger or agreement the proceeds, if any, received by such stockholder in connection with the disposition of Purchasersuch Merger consideration, Sellers or either Seller and (ii) Parent have any liability of any sort in excess of $20,000,000, except with respect to payment of the Merger consideration pursuant to and as set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement.Article I.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party shall be required to indemnify Except as provided in the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under penultimate sentence of this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event9.3(a), the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect notwithstanding anything to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contrary contained in this Agreement Agreement, (i) no indemnification under Section 9.2(a)(i) or Section 9.2(a)(v) hereof shall be made by Seller and no indemnification under Section 9.2(b)(i) hereof shall be made by Buyer, and neither Seller nor Buyer shall have any Liability, respectively, to the other therefor, unless and until the aggregate amount of Losses subject to indemnification pursuant thereto and due the Party being indemnified shall exceed $1,000,000 (the “Threshold Amount”), and once the Threshold Amount is exceeded the indemnifying Party shall indemnify the indemnified Party, and shall be liable, only for the amount of any such Losses in excess of the Threshold Amount; (ii) the aggregate amount required to be paid by Seller pursuant to its indemnification obligations under Section 9.2(a)(i) hereof or by Buyer pursuant to its indemnification obligations under Section 9.2(b)(i) hereof shall not exceed an amount equal to $5,500,000 (which, for purposes of calculating this amount, (x) excludes the Threshold Amount and (y) includes all amounts paid by Seller pursuant 42 to its indemnification obligations under Section 9.2(a)(v)), and neither Party shall have any Liability to any indemnified Party for, and such indemnified Parties shall have no right to recover from Seller or Buyer, as the case may be, any amount of Losses pursuant to such indemnification obligations which exceeds (and from and after the time such Losses exceed) such amount; (iii) no indemnification under Section 9.2(a)(i) hereof shall be made by Seller and no indemnification under Section 9.2(b)(i) hereof shall be made by Buyer, and neither Seller nor Buyer shall have any Liability, respectively, to the other for any individual Claim or any Liability arising out of or resulting from a “Purchaser Waived Breach”single action, event, occurrence or a set of circumstances, unless such individual Claim or such Liability arising out of or resulting from a single action, event, occurrence or a set of circumstances is greater than $37,500; provided, that in the case of clause (iii) above, any Claims or Liabilities resulting from similar facts or circumstances shall be aggregated for the purposes of determining whether such Claims or Liabilities are indemnifiable pursuant to such clause; and nonetheless proceeds with and consummates the Closing(iv) Seller’s indemnification obligations pursuant to Section 9.2(a)(v) shall not exceed an amount equal to $7,000,000 (which, then Purchaser and any Purchaser-Related Entities for purposes of calculating this amount, shall be deemed to have waived and forever renounced any right include all amounts paid by Seller pursuant to assert a claim for its indemnification obligations under this Article 11 forSection 9.2(a)(i), whether or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding not related to an FDA Event). Notwithstanding anything set forth herein to the contrary, the Basket Limitation and applicable indemnified Party shall be entitled to indemnification without regard to any of the Cap Limitation shall not apply provisions of this Section 9.3(a) with respect to (1) indemnification obligations for Losses suffered relating to any breach (and any Third Party Claim alleging facts that, if true, would constitute such a breach) of (x) the Fundamental Representations and Warranties, or incurred as a result (y) any of breaches of any covenant or agreement of Purchaser, Sellers or either Seller the Specified Representations and Warranties set forth in the last sentence of Section 5.34.9(a), or in Section 5.44.21(l), or in Section 10.1 4.21(m), (2) Claims of fraud, intentional misrepresentation or Section 11.6 willful breach of this Agreement, or (3) Claims pursuant to Section 9.2(a)(ii), 9.2(a)(iii), 9.2(a)(iv) or Section 9.2(b)(ii); provided, however, that the aggregate Liability (other than with respect to Claims for fraud, intentional misrepresentation or willful breach of this Agreement) of Seller or Buyer under Section 9.2(a) (other than under Section 9.2(a)(iii) or under Section 9.2(a)(ii) in respect of the Surviving Covenants set forth in Sections 6.4, 6.5 or 6.8) and Section 9.2(b), respectively, shall in no event exceed the Purchase Price.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party No Indemnitor shall be required liable for an indemnification claim made under Section 8.2 or 8.3, as the case may be: (w) for which a claim for indemnification is not asserted hereunder on or before the applicable Survival Date; (x) to indemnify the other party extent Losses, in the aggregate, incurred by the Buyer Indemnified Parties or by the Seller Indemnified Parties, as applicable, exceed an amount equal to Two Hundred Thousand Dollars ($200,000) (the “Indemnification Cap”); and (y) unless and until the actual Losses of the Buyer Indemnified Parties, collectively, or the Purchaser-Related Entities or the Seller-Related Entities (Seller Indemnified Parties, collectively, as applicable, exceed an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket”), in which case the applicable Indemnitor(s) shall be obligated to the Indemnitee(s) for the amount of all Losses of the Indemnitee(s) in excess of the Basket; provided, however, that the Basket and the Indemnification Cap shall not apply to (i) indemnification claims to the extent amounts are actually paid under insurance maintained by the Indemnitor (or any of its Affiliates) and (ii) indemnification claims based in whole or in part upon Fraud. Losses shall not include any exemplary or punitive damages, except in each case to the extent actually awarded to a third-party who is not a party to this Agreement unless or an Affiliate of a party to this Agreement. Indemnitee shall take commercially reasonable efforts to mitigate any of its Losses promptly upon becoming aware of any event that would reasonably be expected to, or does, give rise to Losses that are indemnifiable hereunder, in each case, to the aggregate of all amounts same extent as it would if such Losses were not subject to indemnification hereunder. Any Losses for which an indemnity would otherwise Indemnitee is entitled to indemnification under this ARTICLE VIII shall be payable determined without duplication of recovery by reason of the responsible party under Section 11.1 state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant, agreement or Section 11.2 above (as applicable) exceeds otherwise. In addition, notwithstanding anything to the Basket Limitation and contrary in such eventthis Agreement, the responsible party Sellers shall not be responsible liable for (i) any Taxes of the entire amount including all amounts representing Company incurred after the Basket LimitationClosing or (ii) any Taxes resulting from an election made under Code Section 338 or under any comparable provisions of any other state, (b) in no event shall the liability of Sellers, on the one hand, local or Purchaser, on the other hand, foreign laws with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in purchase of the aggregate the Cap Limitation, (c) if prior Purchased Shares pursuant to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement.

Limitations on Indemnification. Notwithstanding any other provision of this Section 11, no Claims shall be brought for indemnification after the foregoing survival period set forth in Section 10 hereof, and Seller shall not be obligated to make any payment or payments pursuant to this Section 11 in an aggregate amount in excess of the Holdback Amount (the “Cap”), and the indemnification obligation of Seller hereunder shall be further limited as follows: Seller shall not be obligated to make any payment for indemnification pursuant to Section 11.1 until the aggregate amount of indemnification payments under such Section exceeds $50,000 (the “Threshold Amount”), whereupon Seller shall be obligated to pay in full up to the Cap all such amounts for indemnification; provided, however, that the sole recourse of the Buyer Indemnified Parties under this Section 11 shall be the Holdback Amount which will be held by Buyer in accordance with Section 2.5 hereof; provided, further, that for purposes of a breach of the representations and warranties contained in Sections 3.1, 3.3, 3.4, 3.13, 3.16, 3.17, 3.18, 4.2 and 4.4 only, the Cap shall be the Purchase Price and the Threshold Amount shall be $0. The provisions of this Section 11.111.5 shall not limit, (a) no party shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such eventany manner, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, remedy at law or in equity on account of to which any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation Party shall not apply with respect to Losses suffered or incurred be entitled against any other Party as a result of breaches (i) willful fraud or intentional misrepresentation by such other Party or any of their respective representatives or (ii) the breach by a Party of any covenant or agreement of Purchaser, Sellers or either Seller set forth such Party which by its terms contemplates performance after the Closing Date and which shall survive in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementaccordance with its respective terms.

Limitations on Indemnification. (a) Notwithstanding the foregoing provisions of Section 11.1this Article IX, (ai) no party Seller shall not be required responsible, pursuant to indemnify the other party Section 9.01(i) or the Purchaser-Related Entities (ii), and Purchaser shall not be responsible pursuant to Section 9.02(i) or the Seller-Related Entities (ii), for any indemnifiable Losses suffered by any Purchaser Indemnitee or Seller Indemnitee, as applicable) under this Agreement unless the aggregate , arising out of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or a breach of any representation, warranty or covenant of either Seller or both Sellers contained in this Agreement Purchaser (a “Purchaser Waived Breach”as applicable) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert herein unless a claim therefor is asserted in writing before the end of the survival period for indemnification under this Article 11 forsuch representation, warranty or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.39.07, failing which such claim shall be waived and extinguished, (ii) Seller shall not be liable, pursuant to Section 5.49.01(i) or (ii), and Purchaser shall not be liable pursuant to Section 10.1 9.02(i) or (ii), for any indemnifiable Losses suffered by any Purchaser Indemnitee or Seller Indemnitee, as applicable, unless the aggregate of all Losses suffered by the Purchaser Indemnitees or the Seller Indemnitees, as applicable, exceeds, on a cumulative basis, an amount equal to $150,000, at which point the Purchaser Indemnitee or Seller Indemnitee, as applicable, shall be entitled to all Losses including such amount; (iii) the aggregate liability of Seller, pursuant to Section 11.6 9.01(i) or (ii), for Losses suffered by the Purchaser Indemnitees, or of Purchaser, pursuant to Section 9.02(i) or (ii) for Losses suffered by the Seller Indemnitees, shall in no event exceed $1,500,000 (except in each case, for Losses resulting from fraud and except that such limitation shall not apply to Purchaser’s obligation to pay the Purchase Price and, if applicable, the Holdback Amount or, for the avoidance of doubt, to claims for indemnification arising from Sections 9.01(iii), 9.01(iv), 9.02(iii) and/or 9.02(iv)) and (iv) no party hereto shall be liable to the others for indirect, special, incidental, consequential or punitive damages claimed by such other party or parties, as the case may be, resulting from such first party’s breach of its representations, warranties or covenants hereunder; provided however, that such limitation shall not be construed to limit a Purchaser Indemnitee’s or Seller Indemnitee’s, as applicable, ability to recover under this AgreementAgreement any Losses resulting from a claim pursuant to which a third party has been awarded punitive damages.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the foregoing provisions contrary, (i) Seller shall not have any liability under clause (iii) of Section 11.19.01(a), and Buyer shall not have any liability under clause (iii) of Section 9.01(b), in each case, unless the aggregate liability for Losses suffered by the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, thereunder exceeds $2,500,000, and then, subject to the following clause (ii), to the extent of the full amount of such Losses, (aii) the aggregate liability of Seller or Buyer, as the case may be, under clause (iii) of Section 9.01(a) or 9.01(b) shall not in either case exceed 40% of the Final Purchase Price, (iv) no party shall be required responsible, pursuant to indemnify Sections 9.01(a) and (b), for any indemnifiable Losses suffered by the other party Buyer Indemnified Parties or the Purchaser-Related Entities or the Seller-Related Entities (Seller Indemnified Parties, as applicable) under this Agreement , to the extent arising out of any breach of any representation or warranty or covenant or agreement of such party herein unless the aggregate of all amounts for which an indemnity would otherwise be payable a claim therefor is asserted with specificity and in writing by the responsible party under Section 11.1 or Section 11.2 above Indemnified Party, failing which such claim shall be waived and extinguished, (as applicablev) exceeds the Basket Limitation and in such event, the responsible no party shall be responsible for any indemnifiable Loss suffered by an Indemnified Party to the entire amount including all amounts representing extent arising from (A) a change in accounting or taxation law, policy or practice made after Closing, other than a change required to comply with any law, policy or practice in effect at the Basket Limitation, (b) in no event shall the liability of Sellers, on the one handdate hereof, or Purchaser(B) any legislation not in force at Closing or any change of law or administrative practice which takes effect retroactively or occurs as a result of any increase in the rates of taxation in force at the date hereof and (vi) no party shall be responsible for any indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the Indemnified Party and is due and payable, on so long as the other hand, claim for such Loss was timely submitted pursuant to the provisions of this Article IX. The written waiver of any condition to Closing with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing any inaccuracy of any inaccuracy representation or breach of any representation, warranty or any failure to perform or comply with any covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities agreement shall be deemed to have waived and forever renounced any a waiver of the right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply IX with respect to Losses suffered such inaccuracy or incurred as a result of breaches of any covenant failure to perform or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementcomply.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the foregoing provisions contrary, (i) Seller shall not have any Liability under clause (iii) of Section 11.17.01(a), and Buyer shall not have any Liability under clause (iii) of Section 7.01(b), in each case, unless the aggregate Liability for Losses suffered by the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, thereunder exceeds $260,000 (“Basket”), and then, subject to the following clause (ii), to the extent of the Losses in excess of such Basket, (aii) the aggregate Liability of Seller or Buyer, as the case may be, under clause (iii) of Section 7.01(a) or 7.01(b) shall not in either case exceed $5,000,000 (the “Cap”), (iii) no party shall be required responsible, pursuant to indemnify Sections 7.01(a) and (b), for any indemnifiable Losses suffered by the other party Buyer Indemnified Parties or the Purchaser-Related Entities or the Seller-Related Entities (Seller Indemnified Parties, as applicable) under this Agreement , to the extent arising out of any breach of any representation or warranty or covenant or agreement of such party herein unless a claim therefor is asserted within the aggregate of all amounts for which an indemnity would otherwise be payable period specified in Section 7.04 with specificity and in writing by the responsible Indemnified Party, failing which such claim shall be waived and extinguished, (iv) Seller shall not have any Liability to the extent that any Loss is taken into account in calculating the Final Purchase Price or is reflected in the calculation of the Closing Working Capital of the Acquired Businesses, (v) Seller shall not have any Liability for any indemnifiable Loss suffered by the Buyer Indemnified Parties to the extent arising out of any breach of any representation or warranty relating to the Knowledge of Seller where any party under identified by name in the definition of Knowledge of Seller set forth in Section 11.1 or Section 11.2 above 9.06 hereof will be employed by Buyer after the Closing, and (as applicablevi) exceeds the Basket Limitation and in such event, the responsible no party shall be responsible for any indemnifiable Loss suffered by an Indemnified Party to the entire amount including all amounts representing extent arising from (A) a change in accounting or taxation law, policy or practice made after Closing, other than a change required to comply with any law, policy or practice in effect at the Basket Limitation, (b) in no event shall the liability of Sellers, on the one handdate hereof, or Purchaser, on the other hand, with respect to the indemnification provided for (B) any legislation not in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, force at Closing or any other claim or cause change of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered administrative practice which takes effect retroactively or incurred occurs as a result of breaches any increase in the rates of any covenant or agreement of Purchaser, Sellers or either Seller set forth taxation in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementforce at the date hereof.

Limitations on Indemnification. Notwithstanding If the foregoing provisions Indemnified Party fails to give notice of Section 11.1, (a) no party shall be required to indemnify the other party any claim being made or the Purchaser-Related Entities any suit or the Seller-Related Entities (as applicable) action being commenced in respect of which indemnification under this Agreement unless Article 7 may be sought within ten (10) days of the aggregate Indemnified Party's receipt of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in notice thereof, such event, the responsible party failure shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall not limit the liability of Sellersthe Indemnifying Party; provided, on that this provision shall not be deemed to limit the one handIndemnifying Party's rights to recover for any loss, cost, or Purchaser, on expense that it can establish resulted from such failure to give prompt notice. The language set forth in this Article 7 exclusively governs the other hand, obligations of the Parties with respect to the indemnification provided for subject matter thereof. Notwithstanding anything to the contrary set forth in this Article 7, none of Sellers nor Buyer shall have any obligation to indemnify an Indemnified Party in respect of any breach of a representation or warranty under Section 11.1 or 7.1(i) (other than Sections 4.3(b) and 4.4(b)) and Section 11.2 (as applicable7.2(i) above exceed unless and until $100,000 in Losses have been incurred in the aggregate by the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge Indemnified Party in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in representations and warranties under Section 5.3, Section 5.4, Section 10.1 7.1(i) (other than Sections 4.3(b) and 4.4(b)) or Section 11.6 7.2(i), as applicable. After the Indemnified Party incurs $100,000 in aggregate Losses, in respect of breaches of representations and warranties under Section 7.1(i) (other than Sections 4.3(b) and 4.4(b)) or Section 7.2(i), as applicable, Buyer or Sellers, whichever the case may be, shall indemnify the Indemnified Party in accordance with this AgreementArticle 7 to the extent of the full amount of such Losses in excess of such $100,000. The amount of any Losses under Sections 7.1 and 7.2, as applicable, to be paid by an Indemnifying Party shall be net of any amounts recovered by the Indemnified Party under applicable insurance policies. The Indemnifying Party shall not be liable for any Losses relating to any matter to the extent the Indemnified Party had been fully compensated for such matter pursuant to the Purchase Price adjustment under Section 3.4.

Limitations on Indemnification. Notwithstanding Any liabilities of the foregoing provisions of Section 11.1, (a) no party Members pursuant to this Article VIII shall be required satisfied pursuant to the terms of the Escrow Indemnity Agreement, which shall be the exclusive remedy available for satisfaction of any obligation of the Members pursuant to this Article VIII. Notwithstanding anything to the contrary in the charter, bylaws, other organizational documents, agreements (including, without limitation, the New Employment Agreements), insurance policies (including, without limitation, any directors' and officers' liability or other similar insurance policy) or other instruments of Parent or any of its Subsidiaries, no Member (or any of their respective affiliates) shall have any right to indemnification or other recovery thereunder or otherwise (whether as an officer, member, director, stockholder or in any other capacity) from Parent or any of its Subsidiaries with respect to any matter to the extent that the Members are liable, or would be liable but for the limitations on indemnification and limitations on survival of representations, warranties, covenants and agreements contained herein, to any of the Parent Indemnified Parties under this Article VIII with respect to such matter. The Members shall not be obligated to indemnify any of the Parent Indemnified Parties pursuant to this Article VIII until the aggregate Losses suffered by the Parent Indemnified Parties exceed $1.0 million, except to the extent that such Losses result from a wilful breach of a representation, warranty, agreement or covenant of AH or any of the Members; provided, however, that if at any time the aggregate Losses exceed $1.0 million, the Members shall be obligated to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible relevant Parent Indemnified Parties for the entire full amount including all amounts representing the Basket Limitation, (b) of such Losses in no event shall the liability excess of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement$500,000.

Limitations on Indemnification. No Claim shall be brought under this Article 9 for breach of a representation or warranty after the lapse of one (1) year following the Closing Date. Notwithstanding the foregoing provisions or any other provision of Section 11.1, this Agreement: (a) no party there shall be required no time limitation on Claims brought for any fraudulent breach or misrepresentation or any breach of any representation or warranty made in or pursuant to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of Section 4.11.(a), and Company hereby waives all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, applicable statutory limitation periods with respect thereto; (b) any Claim brought for breach of any representation or warranty made in no event shall or pursuant to Section 4.5 may be brought at any time until the liability underlying obligation is barred by the applicable period of Sellers, on limitation under the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 federal and state laws relating thereto (as applicable) above exceed in the aggregate the Cap Limitation, such period may be extended by waiver); (c) if any Claim made by a party hereunder for breach of a representation or warranty prior to the Closingtermination of the survival period for such Claim shall be preserved despite the subsequent termination of such survival period; and (d) if any act, Purchaser obtains knowledge in writing of any inaccuracy omission, disclosure or failure to disclosure shall form the basis for a Claim for breach of any more than one representation or warranty, and such Claims have different periods of survival hereunder, the termination of the survival period of one Claim shall not affect a party’s right to make a Claim based on the breach of representation or warranty still surviving. Anything in this Article 9 to the contrary notwithstanding, (i) an Indemnified Party shall not be entitled to indemnification for a breach of a representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”under Section 9.1.(a) and nonetheless proceeds with (b) or Section 9.2.(a) or (b), as the case may be, unless (and consummates then only to the Closingextent) the aggregate of the Indemnifying Party’s indemnification obligations to the Indemnified Party pursuant to those sections (but for this Section 9.5) exceeds $25,000; and (ii) the maximum liability of Company for indemnification obligations under Section 9.1.(a) and (b) for a breach of a representation, then Purchaser and any Purchaser-Related Entities warranty or covenant shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein an amount equal to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this AgreementPurchase Price.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party No Parent Indemnified Party or Seller Indemnified Party shall be required entitled to indemnify the other party assert any claim for indemnification pursuant to Section 9.1, or the Purchaser-Related Entities or the Seller-Related Entities (Section 9.2, as applicable) under this Agreement , unless such claim is asserted by a written notice given by such party in accordance with the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if terms hereof prior to the Closingclose of business on the date of expiration of the applicable survival period set forth in Section 9.5, Purchaser obtains knowledge in writing of any inaccuracy or breach of any which case the representation, warranty warranty, covenant or covenant agreement which is the subject of either such claim and any related claims arising from such claim shall survive, to the extent of such claims only, until such claims are resolved, whether or both Sellers contained not the amount of Losses resulting from such claim has been finally determined at the time the notice is given. Notwithstanding anything in this Agreement to the contrary, (a “Purchaser Waived Breach”i) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities Parent Indemnified Parties shall not be deemed to have waived and forever renounced any right entitled to assert a any claim for indemnification under this Article 11 forSection 9.1(a) unless and until the aggregate liability for Losses suffered by Parent Indemnified Parties thereunder exceeds $150,000 (the “Deductible”), or and then only to the extent of such excess, (ii) the Seller Indemnified Parties shall not be entitled to assert any other claim or cause for indemnification under Section 9.2(a) unless and until the aggregate liability for Losses suffered by the Seller Indemnified Parties thereunder exceeds the Deductible, and then only to the extent of action such excess, (iii) no claim for indemnification pursuant to Section 9.1 may be asserted with respect to any Loss suffered by Parent Indemnified Parties to the extent (and only to the extent) that such Loss has been reserved for in the consolidated balance sheets of the Company and its Subsidiaries included in the Company Financial Statements (excluding any notes thereto), (iv) the aggregate liability of the Seller under this Agreement, at law or Section 9.1(a) and of Parent and Unit Purchaser under Section 9.2(a) shall in equity on account of any such Purchaser Waived Breachno event exceed $1,000,000, and (dv) notwithstanding the limitations set forth in Section 9.4(a)(i) - (iv) shall not apply in the event of a breach of any Fundamental Representation, a breach of Section 4.13 (Tax), indemnification pursuant to Section 9.1(c) or to Losses caused by fraud or willful misconduct (“Fraud”), provided, that, the maximum aggregate liability of the Seller resulting from a breach of Fundamental Representations of the Seller or the Company or a breach of Section 4.13 (Tax) or indemnification pursuant to Section 9.1(c) shall equal the value of the Aggregate Consideration actually received by the Seller. The express written waiver of any condition to the Closing based on the accuracy of any representation or warranty shall be deemed a waiver of the right to indemnification under this Article IX with respect to such representation or warranty, covenant, agreement or obligation. In the event that a Parent Indemnified Party or Seller Indemnified Party makes a claim for indemnification, it shall use commercially reasonable and cost effective efforts to mitigate and/or remediate the loss, including by drawing on insurance policies to recover for such losses. Notwithstanding anything herein in this Agreement to the contrary, for purposes of determining the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches amount of any covenant Loss related to such breach or agreement of Purchasermisrepresentation, Sellers such representation or either Seller warranty shall be considered without regard to any “material,” “material adverse effect,” “Company Material Adverse Effect,” “Parent Material Adverse Effect” or other similar qualifications set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementtherein.

Limitations on Indemnification. (a) Notwithstanding the foregoing provisions of Section 11.1Sections 9.01 and 9.02, (ai) Seller shall not have any liability under Section 9.01(a) unless the aggregate liability for Losses suffered by the Purchaser Indemnified Parties thereunder exceeds $100,000, and then only to the extent of such excess; (ii) Seller’s aggregate liability under Section 9.01(a) shall not exceed $10,000,000, provided, however, that this Section 9.04(a)(ii) shall not apply to limit Seller’s liability for any fraudulent misrepresentation or breach of any warranty under Section 9.01(a); (iii) no party shall have any liability under Section 9.01(a) or 9.02(a) for any individual Loss of less than $10,000 and individual Losses below that amount (other than related Losses arising out of the same matter or cause) shall not be aggregated for purposes of the preceding clauses (i) and (ii); (iv) Seller shall not have any liability for any otherwise indemnifiable Loss to the extent the matter giving rise to such Loss had been reserved or provided for in the Financial Statements or the Purchaser Indemnified Parties have been otherwise compensated through the adjustment to the Cash Purchase Price under Section 2.03; (v) no party shall have any liability for an otherwise indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the Indemnified Party and is due and payable, so long as the claim for such Loss was timely submitted pursuant to the provisions of this Article IX; (vi) no party shall be required liable for any Losses to indemnify the other party extent the Purchaser Indemnified Parties or the Purchaser-Related Entities or the Seller-Related Entities (Seller Indemnified Parties, as applicable, failed to mitigate such Losses in accordance with Laws; (vii) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible no party shall be responsible liable for any Loss to the entire amount including all amounts representing extent arising from (A) a change in accounting or taxation law, policy or practice made after the Basket LimitationClosing other than a change required to comply with any law, (b) policy or practice in no event shall the liability of Sellers, effect on the one hand, date hereof or Purchaser, (B) any Law not in force on the other hand, with respect to the indemnification provided for date hereof or any change in Section 11.1 Law which takes effect retroactively or Section 11.2 (occurs as applicable) above exceed a result of any increase in the aggregate rates of taxation in force on the Cap Limitation, date hereof; and (cviii) if prior to the Closing, Purchaser obtains knowledge in writing no party shall be liable for any otherwise indemnifiable Loss arising out of any inaccuracy or breach of any representation, warranty warranty, covenant or covenant agreement of either or both Sellers contained such party unless a Claim therefore is asserted with specificity and in writing by the Indemnified Party timely in accordance with Section 9.08, failing which such Claim shall be waived and extinguished. For the avoidance of doubt, nothing in this Agreement Section 9.04(a) (a “Purchaser Waived Breach”other than subsection (vi) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply hereof with respect to Losses suffered or incurred as indemnification arising from any breach of a result covenant) shall constitute a limitation on any indemnification obligation of breaches either party arising from any breach of any covenant or agreement of Purchaserany failure to pay when due any Assumed Liability or Retained Liability, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementas applicable.

Limitations on Indemnification. Notwithstanding (i) Anything in this Agreement to the foregoing contrary notwithstanding, the parties hereto agree that none of them shall be liable to any other party pursuant to the indemnification provisions of Section 11.1paragraphs (a), (ab), (c) no or (d) of this Section 10.2 relating to the breach or inaccuracy of any representation or warranty contained herein unless notice of such claim for indemnification pursuant to paragraph (e) or (f) of this Section 10.2 is received by the party from whom indemnification is being sought prior to expiration of the applicable survival period for the subject representation or warranty under Section 10.1. (ii) The Indemnifying Xxxxxxx Parties shall not be required obligated hereunder to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (Purchaser with respect to any liabilities, losses, claims, judgments, damages, expenses and costs as applicable) to which Purchaser is otherwise entitled to indemnification under this Agreement unless and until the aggregate amount of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above indemnification so asserted exceeds One Hundred Thousand Dollars (as applicable) exceeds the Basket Limitation $100,000), and in such event, the responsible party thereafter Purchaser shall be responsible for entitled to indemnity from the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, Indemnifying Xxxxxxx Parties hereunder only with respect to any amounts in excess of One Hundred Thousand Dollars ($100,000); provided, however, that the indemnification provided foregoing limitation shall not apply to any individual indemnity claim which itself is in excess of One Hundred Thousand Dollars ($100,000), nor shall the amount of any such individual claim count toward the aggregate One Hundred Thousand Dollar ($100,000) threshold. The Indemnifying Xxxxxxx Parties' maximum aggregate obligation to Purchaser pursuant to this Section 10.2: (A) for any breach or inaccuracy of the representations and warranties contained in Section 11.1 or Section 11.2 3.21 shall not exceed Fifty Million Dollars ($50,000,000); and (B) for any other indemnifiable claims hereunder shall not exceed Thirty Million Dollars ($30,000,000). (iii) Van Xxxxx shall not be obligated hereunder to indemnify Purchaser with respect to any liabilities, losses, claims, judgments, damages, expenses and costs as applicable) above exceed in to which Purchaser is otherwise entitled to indemnification under this Agreement unless and until the aggregate amount of indemnification so asserted exceeds One Hundred Thousand Dollars ($100,000), and thereafter Purchaser shall be entitled to indemnity from Van Xxxxx hereunder only with respect to any amounts in excess of One Hundred Thousand Dollars ($100,000); provided, however, that the Cap Limitationforegoing limitation shall not apply to any individual indemnity claim which itself is in excess of One Hundred Thousand Dollars ($100,000), (c) if prior to nor shall the Closing, Purchaser obtains knowledge in writing amount of any such individual claim count toward the aggregate One Hundred Thousand Dollar ($100,000) threshold. Xxx Xxxxx'x maximum aggregate obligation to Purchaser pursuant to this Section 10.2: (A) for any breach or inaccuracy of the representations and warranties contained in Section 3.21 shall not exceed Fifty Million Dollars ($50,000,000); and (B) for any other indemnifiable claims hereunder shall not exceed Thirty Million Dollars ($30,000,000). (iv) Purchaser shall not be obligated hereunder to indemnify the Xxxxxxx Parties or breach Van Xxxxx with respect to any liabilities, losses, claims, judgments, damages, expenses and costs as to which the Xxxxxxx Parties or Van Xxxxx is otherwise entitled to indemnification under this Agreement unless and until the aggregate amount of indemnification so asserted exceeds One Hundred Thousand Dollars ($100,000), and thereafter the Xxxxxxx Parties and Van Xxxxx shall be entitled to indemnity from Purchaser hereunder only with respect to any amounts in excess of One Hundred Thousand Dollars ($100,000); provided, however, that the foregoing limitation shall not apply to any individual indemnity claim which itself is in excess of One Hundred Thousand Dollars ($100,000), nor shall the amount of any representation, warranty or covenant of either or both Sellers contained such individual claim count toward the aggregate One Hundred Thousand Dollar ($100,000) threshold. Notwithstanding anything in this Agreement to the contrary, Purchaser's maximum aggregate obligation to the Xxxxxxx Parties and Van Xxxxx pursuant to this Section 10.2 shall not exceed Thirty Million Dollars ($30,000,000). (v) Notwithstanding anything in this Agreement to the contrary: (A) the limitations of Sections 10.2(h)(ii) and 10.2(h)(iii) shall not apply to any liabilities, losses, claims, judgments, damages, expenses or costs arising due to any breach or inaccuracy of any of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 4.1 or 5.1, or to any claim under any of the indemnities set forth in Sections 3.6(l), 7.17 or 7.18, or on Schedule 7.16; and (B) the One Hundred Thousand Dollar ($100,000) threshold stipulated in Sections 10.2(h)(ii) and 10.2(h)(iii) shall not apply to any liabilities, losses, claims, judgments, damages, expenses or costs arising due to any breach or inaccuracy of any of the representations and warranties set forth in Section 3.21 to the extent such breach or inaccuracy arises from any failure of the effluent discharge from the CeCorr Companies' facilities located at either Santa Xxxxxx, New Mexico or Devens, Massachusetts to comply with applicable Environmental Laws and Environmental Permits (a “"Discharge Deficiency"), provided that Purchaser Waived Breach”shall notify Sellers in writing prior to initiating any discussions or correspondence with any Environmental Authorities regarding a Discharge Deficiency and shall consult with Sellers prior to incurring any indemnifiable expense in connection with a Discharge Deficiency. (vi) The aggregate amount of any indemnification obligation of Sellers pursuant to Section 10.2(a), of the Indemnifying Xxxxxxx Parties pursuant to Section 10.2(b), or of Van Xxxxx pursuant to Section 10.2(c), to Purchaser for a particular matter (an "Indemnification Claim") shall be offset dollar for dollar by (A) any insurance proceeds received by any CeCorr Company after the Closing Date directly in respect of such specific Indemnification Claim; and nonetheless proceeds with and consummates (B) any `Tax Benefit'' (as defined below) received by CeCorr in respect of such specific Indemnification Claim. No obligation to indemnify Purchaser for an Indemnification Claim shall be deferred pending the Closingdetermination of a possible recovery from any insurance carrier or the availability of any Tax Benefit. For purposes of this Section 10.2(h)(vi), then a "Tax Benefit" means an amount by which the consolidated Tax liability of CeCorr is reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) plus any related interest received from the relevant taxing authority. Where CeCorr or Purchaser and has other losses, deductions, credits or items available to it, the Tax Benefit from any Purchaser-Related Entities losses, deductions, credits or items relating to the Indemnity Claims shall be deemed to have waived and forever renounced any right be realized only after the utilization of such other losses, deductions, credits or items. In the event that there should be a determination disallowing a Tax Benefit previously used to assert a claim reduce the obligation for indemnification under an Indemnification Claim pursuant to this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrarySection 10.2(h)(vi), the Basket Limitation and the Cap Limitation indemnifying party or parties whose obligation was so reduced shall not apply with respect be obligated, within ten (10) days of receipt of written notice of such disallowance, to Losses suffered refund to CeCorr or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers as the case may be, the amount of such reduction or either Seller set forth in offset previously allowed or payments previously made to them pursuant to this Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement10.2(h)(vi).

Limitations on Indemnification. Notwithstanding The persons or entities indemnified pursuant to Section 10.02(a) and Section 15.02(a) of the foregoing provisions Foreign Purchase Agreement shall not assert any claim for indemnification hereunder or under Section 15.02(d) of Section 11.1, (a) no party shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Foreign Purchase Agreement unless and until, and solely to the extent that, the aggregate of all amounts for such claims shall exceed $2,000,000 (the "DEDUCTIBLE"), in which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in event such event, the responsible party indemnification shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, effective with respect to all Damages in excess of the Deductible; provided, however, that this limitation shall not apply to (i) claims of or relating to fraud or willful misrepresentation or willful misconduct by any party or (ii) any breach of the representations contained in Sections 3.01, 4.01 and 4.02 hereof or Sections 8.01, 9.01 and 9.02 of the Foreign Purchase Agreement. In addition to the other limitations of this Section 10.02(d), the amount of any indemnification provided under this Agreement and the Foreign Purchase Agreement will be reduced by any insurance proceeds paid to the indemnifying party as a result of its Damages. The indemnifying party will be obligated to submit to its insurance carrier all coverable claims and pursue such claims against its insurance carrier in good faith. In addition to the other limitations described in this Section 10.02(d), it is expressly understood that the obligations of the Seller to pay any amounts for in indemnification under Section 11.1 or 10.02(a) and Section 11.2 15.02(a) of the Foreign Purchase Agreement shall not exceed the "INDEMNIFICATION LIMIT" (as applicabledefined herein); provided, however, that this limitation shall not apply to (i) above exceed claims of or relating to fraud or willful misrepresentation or willful misconduct by any party, and (ii) any breach of the representations contained in Sections 3.01, 4.01 and 4.02 hereof or Sections 8.01, 9.01 and 9.02 of the aggregate Foreign Purchase Agreement. For purposes of this Section 10.02(d), the Cap Limitation, (c) "INDEMNIFICATION LIMIT" shall be 50% of the Purchase Price hereunder plus 50% of the Purchase Price under the Foreign Purchase Agreement. No person shall be entitled to indemnification under this Section 10.02 if prior and to the Closing, Purchaser obtains knowledge in writing of any inaccuracy extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closingwarranty, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or other agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement.

Limitations on Indemnification. Notwithstanding Notwith-standing any other provision of this Agreement, none of the foregoing provisions of Section 11.1, (a) no party parties hereto shall be required entitled to indemnify indemnification pursuant to this Section 9.2 for any Damages arising out of the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty warranty, covenant or covenant of either or both Sellers contained agreement made by the other party in this Agreement except as follows: (i) with respect to any Damages resulting from a “Purchaser Waived Breach”breach of any of the covenants, representations and warranties by either party hereto, the other party hereto (an "Indemnitee") shall be entitled to indemnification for only those Damages which arise out of such breach and nonetheless proceeds with are in excess of $750,000 in the aggregate (it being agreed that such Indemnitee shall bear the first $750,000 of Damages arising from such breaches or alleged breaches); provided, however, that such limitations in this clause (i) shall not apply to (A) Damages resulting from a breach of Sections 4.2, 4.19, 5.2 or 5.7 and consummates (B) Damages resulting from Liabilities other than the ClosingAssumed Liabilities; and (ii) unless the party seeking such indemnification shall make its claim therefor on or prior to the date on which the relevant representation or warranty shall expire pursuant to Section 10.2, except that if a claim arises under a representation or warranty and a notice of such claim is given prior to the expiration of the survival period, then Purchaser and such representation or warranty shall not terminate with respect to such claim until indemnification thereof (if any Purchaser-Related Entities is owing) shall have been made in accordance with the provisions of this Agreement. In no event will either party be deemed liable under or with respect to have waived and forever renounced this Agreement for any right to assert a claim for indemnification under this Article 11 for, Damages or any other claim or cause of action under this Agreement, at law or in equity on account portion of any such Purchaser Waived BreachDamages arising out of the breach of any representation or warranty in excess of the sum of, on the date of determination: (i) the Cash Consideration (subject to adjustment in accordance with Section 2.3 hereof), (ii) any payments of principal actually made on the Promissory Note, and (diii) notwithstanding anything herein to any payments actually made in whole or partial redemption of the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this AgreementPreferred Stock.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party shall be required Notwithstanding anything to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under contrary contained in this Agreement unless but subject to the aggregate provisions of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event§8.4(b), the responsible party Stockholders shall not be responsible liable for the entire amount including all amounts representing the Basket Limitation, (bany Claim for indemnification pursuant to §8.2(a) resulting from an inaccuracy or misrepresentation in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representationof the representations and warranties of the Company, warranty other than a Claim based upon a breach, inaccuracy or covenant misrepresentation of either a Fundamental Representation (to which the Basket Amount shall not apply), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Stockholders equals or both Sellers exceeds One Million Four Hundred Twenty-Five Thousand Dollars ($1,425,000) (the “Basket Amount”), in which case the Stockholders shall be liable only for the amount of the Losses in excess of the Basket Amount; provided, however, that for purposes of this §8.4(a), in determining the amount of any Losses resulting from or in connection with the breach of any of the representations and warranties made by the Company in Article 3 of this Agreement, such representations and warranties (except for representations and warranties contained in §3.5(a) and (b)), shall be read as though none of them contained any reference to Material Adverse Effect or other materiality qualifiers. Notwithstanding anything to the contrary contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the ClosingAgreement, then Purchaser and Merger Sub shall not be liable for any Purchaser-Related Entities Claim for indemnification pursuant to §8.3 resulting from an inaccuracy or misrepresentation in or breach of any of the representations and warranties of Purchaser and Merger Sub, other than a Claim based upon a breach, inaccuracy or misrepresentation of a Fundamental Representation (to which the Basket Amount shall not apply), unless and until the aggregate amount of indemnifiable Losses which may be recovered from Purchaser and Merger Sub equals or exceeds the Basket Amount, in which case Purchaser and Merger Sub shall be deemed to have waived liable only for the amount of the Losses in excess of the Basket Amount; provided, however, that for purposes of this §8.4(a), in determining the amount of any Losses resulting from or in connection with the breach of any of the representations and forever renounced any right to assert a claim for indemnification under this warranties made by Purchaser and Merger Sub in Article 11 for, or any other claim or cause 4 of action under this Agreement, at law such representations and warranties shall be read as though none of them contained any reference to Material Adverse Effect or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementother materiality qualifiers.

Limitations on Indemnification. (a) Notwithstanding the foregoing provisions of Section 11.1this Article VIII, (ai) no party Seller shall not be responsible, pursuant to Section 8.01(i), for any indemnifiable Losses suffered by any Purchaser Indemnitee arising out of a breach of any representation or warranty of Seller herein (it being agreed and acknowledged by the parties that (A) for purposes of determining whether any breach of any such representation or warranty has occurred, such representations and warranties shall be required deemed qualified by all references herein to indemnify materiality generally or to whether or not any such breach results or may result in a Businesses Material Adverse Effect, and (B) for purposes of calculating Losses in respect of any Purchaser Indemnitee's right to indemnification pursuant to this Article VIII, such representations and warranties shall not be deemed so qualified) unless a claim therefor is asserted in writing within the other party or the Purchaser-Related Entities or the Seller-Related Entities applicable time period specified in Section 8.04(b), failing which such claim shall be waived and extinguished, (as applicableii) under this Agreement Seller shall not be liable, pursuant to Section 8.01(i), for (x) any Losses suffered by any Purchaser Indemnitee unless the aggregate of all amounts for which an indemnity would otherwise be payable Losses suffered by the responsible party under Section 11.1 Purchaser Indemnitees exceeds, on a cumulative basis, $1,000,000 (the "Threshold"), and then only to the extent of any such excess or Section 11.2 above (as applicabley) exceeds any individual item or series of related items arising out of the Basket Limitation same or similar set of facts or circumstances where the Loss relating thereto is, in the aggregate, less than $20,000 (the "De Minimis Amount") (and in such event, items shall not be aggregated for purposes of the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitationimmediately preceding clause (x)), (biii) the aggregate liability of Seller hereunder, pursuant to Section 8.01(i), for Losses suffered by the Purchaser Indemnitees shall in no event exceed $41,600,000 (the "Cap") and (iv) neither party hereto shall the liability of Sellers, on the one hand, or Purchaser, on be liable to the other handfor indirect, special, incidental, consequential or punitive damages claimed by such other party (other than those paid or payable to third parties) resulting from such first party's breach of its representations, warranties or covenants hereunder. In no event shall Seller be obligated to indemnify the Purchaser Indemnitees or any other person with respect to any matter to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed extent that such matter was reflected in the aggregate calculation of the Cap Limitationadjustment to the Closing Date Payment, if any, pursuant to Section 2.03(c). Notwithstanding anything to the contrary contained in this Agreement, (cA) Losses recoverable by the Purchaser Indemnitees for breaches of the representations and warranties contained in Sections 3.01, 3.02, 3.05, 3.13 and 3.16 and claims of, or causes of action arising from, Seller's fraud shall not be subject to the Threshold or the De Minimis Amount and (B) if prior to the Closing, a Purchaser obtains knowledge in writing Indemnitee shall suffer any indemnifiable Loss arising out of any inaccuracy or a breach of any representation, warranty covenant hereunder or covenant of either or both Sellers the representations and warranties contained in this Agreement (a “Purchaser Waived Breach”) Sections 3.01, 3.02, 3.05, 3.13 and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert 3.16 or out of a claim for indemnification under this Article 11 forof, or any other claim or cause of action under this Agreementarising from, at law or in equity on account of any Seller's fraud that would cause the Cap to be exceeded, Seller shall be liable for such Purchaser Waived BreachLoss so long as, and (d) notwithstanding anything herein only to the contraryextent that, the Basket Limitation amount of such Loss and the Cap Limitation all prior Losses that have been paid by Seller, shall not apply exceed $104,000,000 (the "Purchase Price Cap") (in the event that the amount of such Loss would cause the foregoing limitation in this clause (B) to be exceeded, Seller's liability with respect to Losses suffered or incurred as a result such Loss shall be limited to the portion of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementsuch Loss which would not cause such limitation to be exceeded).

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect Notwithstanding anything to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contrary contained in this Agreement Agreement, (a “Purchaser Waived Breach”i) no indemnification under Sections 9.2(a)(i) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities (ii) hereof shall be deemed to have waived made by Seller and forever renounced any right to assert a claim for no indemnification under this Article 11 forSections 9.2(b)(i) and (ii) hereof shall be made by Buyer, or and neither Seller nor Buyer shall have any Liability, respectively, to the other claim or cause therefor, unless and until the aggregate amount of action under this AgreementLosses subject to indemnification pursuant thereto and due the party being indemnified shall exceed $3.0 million, at law or in equity on account and once such threshold amount is exceeded the indemnifying party shall indemnify the indemnified party, and shall be liable, only for the amount of any such Purchaser Waived BreachLosses in excess of $2.675 million, (ii) the aggregate amount required to be paid by Seller pursuant to its indemnification obligations under Sections 9.2(a)(i) and 9.2(a)(ii) hereof or by Buyer pursuant to its indemnification obligations under Sections 9.2(b)(i) and 9.2(b)(ii) hereof shall not exceed an amount equal to $37.5 million, and neither party shall have any Liability to any indemnified party for, and such indemnified parties shall have no right to recover from Seller or Buyer, as the case may be, any amount of Losses which exceeds (dand from and after the time such Losses exceed) notwithstanding anything herein such amount and (iii) no indemnification under Sections 9.2(a)(i) and (ii) hereof shall be made by Seller and no indemnification under Sections 9.2(b)(i) and (ii) hereof shall be made by Buyer, and neither Seller nor Buyer shall have any Liability, respectively, to the contraryother for any individual Claim or any Liability arising out of or resulting from a single action, event, occurrence or a set of circumstances, unless such individual Claim or such Liability arising out of or resulting from a single action, event, occurrence or a set of circumstances is greater than $100,000. Notwithstanding the foregoing, the Basket Limitation and the Cap Limitation shall indemnity limitations set out in this Section 9.3(a) do not apply with respect to Losses suffered or incurred as a result Section 2.7 of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this the Agreement.

Limitations on Indemnification. Notwithstanding (i) (x) The Parent Indemnified Parties shall not be entitled to indemnification in respect of any Losses for which indemnity is claimed under Section 11.3(a) above, unless and until the foregoing provisions aggregate amount of Section 11.1all such Losses exceeds $4,000,000 (the “Deductible Amount”), (a) no party provided, that if the aggregate amount of Losses claimed exceeds the Deductible Amount, then a Parent Indemnified Party shall be required entitled to indemnify claim the other party total amount of all Losses that exceed the Deductible Amount; (y) for purposes of computing the Deductible Amount there shall be a threshold of $50,000 for each separate claim for indemnification (the “Per Claim Threshold”) and a threshold of $100,000 for series of claims arising from the same or substantially related circumstances for indemnification (the “Series Claims Threshold”), provided, that if any claims exceed the Per Claim Threshold or the Purchaser-Related Entities or the Seller-Related Entities (Series Claims Threshold, as applicable, then all of such claims, regardless of the Per Claim Threshold and the Series Claims Threshold, will be included in computing the Deductible Amount; and (z) under this Agreement unless the aggregate maximum amount of all amounts for which an indemnity would otherwise Losses that the Purchaser Indemnified Parties will be payable by entitled to recover pursuant to Section 11.3(a) above is the responsible party Escrow Amount. Without limiting the foregoing, the Parent Indemnified Parties shall not be entitled to indemnification under Section 11.1 or Section 11.2 11.3(a) above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitationany Losses relating to Hazardous Substance contamination at any Real Property, (c) if which contamination was present at such Real Property prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates date the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, Target or any other claim of its Subsidiaries acquired or cause of action under this Agreementcommenced operations at such Real Property (“Legacy Environmental Conditions”), at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein except to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to extent that such Losses suffered or incurred arise as a result of breaches of any covenant Action, Order or agreement of Purchaserother claim by any third party (including any Governmental Entity) with respect to such Legacy Environmental Conditions. Parent agrees that, Sellers or either Seller during the applicable survival period set forth in Section 5.311.1, Section 5.4Parent shall not perform or allow any “Phase II” investigation or other invasive sampling of soil or groundwater conditions at any Real Property (“Environmental Sampling”) which has the purpose of, Section 10.1 or Section 11.6 where the reasonably foreseeable result thereof is, the discovery of Hazardous Substance contamination with respect to which Target would be required to provide indemnification pursuant to this Agreement, except (i) as required by a demand, complaint, order or directive of a Governmental Entity, (ii) as required in connection with a written demand by a third party asserting or alleging liability of the Target or its Subsidiaries with respect to a release of Hazardous Substances at the Real Property (iii) as affirmatively required under any Environmental Law, provided that Parent shall not conduct prophylactic Environmental Sampling in the absence of information indicating a material cleanup liability at any Real Property, (iv) as required for construction, maintenance, repair or operation of the Real Property which is performed for a bona fide business purpose, and (v) as reasonably required by any third party in connection with transactions involving the Real Property including without limitation any sale or financing transaction. The Parent Indemnified Parties shall in any event not be entitled to any indemnification for Losses relating to Hazardous Substance contamination at any Real Property was disclosed with particularity in the Target Disclosure Schedule.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect Notwithstanding anything to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contrary contained in this Agreement or any Ancillary Agreement, (a “Purchaser Waived Breach”i) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities no indemnification under Section 9.3(a)(i) hereof shall be deemed to have waived made by Seller and forever renounced any right to assert a claim for no indemnification under Section 9.3(b)(i) hereof shall be made by Buyer, and neither Seller nor Buyer shall have any Liability, respectively, to the other therefore or for any willful breach of a representation contained in this Article 11 forAgreement in the event of termination pursuant to Section 10.1, or any other claim or cause unless and until the aggregate amount of action under this AgreementLosses subject to indemnification pursuant thereto and due the party being indemnified shall exceed $500,000, at law or in equity on account and once such “threshold amount” is exceeded the indemnifying party shall indemnify the indemnified party, and shall be liable, for the amount of any such Purchaser Waived BreachLosses, including pursuant to Section 10.1, in excess of $250,000; provided that neither Seller nor Buyer shall have any Liability respectively, to the other for any individual Claim or any Liability arising out of or resulting from a single action, event, occurrence or a set of circumstances, unless such individual Claim or such Liability arising out of or resulting from a single action, event, occurrence or a set of circumstances is greater than $25,000 (it being understood and agreed that any such individual Claim or Liability shall be aggregated solely for purposes of determining when the threshold amount has been exceeded pursuant to this Section 9.4(a) and shall not be aggregated or counted for purposes of determining indemnifiable Losses, including pursuant to Section 10.1), (ii) the aggregate amount required to be paid by Seller pursuant to its indemnification obligations under Section 9.3(a)(i) hereof or by Buyer pursuant to its indemnification obligations under Section 9.3(b)(i) hereof or by Buyer or Seller for any willful breach of a representation contained in this Agreement in the event of termination pursuant to Section 10.1 shall not exceed, subject to clause (iii) below, an amount equal to $5,000,000 (the “Cap”), and neither party shall have any Liability to any indemnified party for, and such indemnified parties shall have no right to recover from Seller or Buyer, as the case may be, any amount of Losses which exceeds (and from and after the time such Losses exceed) such amount, (iii) the Cap shall not apply to any indemnifiable Losses pursuant to Sections 9.3(a)(ii), 9.3(a)(iii), 9.3(b)(ii) or 9.3(b)(iii) or to breaches of the representations contained in Sections 4.2, 4.10, 4.11, 4.12, 5.2 and 5.6, and (div) notwithstanding anything herein subject to the contraryforegoing limitations in this Section 9.4(a), neither party shall have any Liability to any indemnified party, including pursuant to Section 10.1, for, and such indemnified parties shall have no right to recover from Seller or Buyer, as the Basket Limitation case may be, any amount of Losses which exceeds (and from and after the Cap Limitation shall not apply with respect time such Losses exceed) an aggregate amount equal to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementthe Total Cash Purchase Price.

Limitations on Indemnification. Notwithstanding any other provision of this Agreement, none of the foregoing provisions parties hereto shall be entitled to indemnification pursuant to this Section 9.2 for any Damages arising out of Section 11.1the breach of any representation or warranty made by the other party in this Agreement except as follows: (i) with respect to any Damages resulting from a breach of any of the representations and warranties by either party, (a) no the other party shall be required entitled to indemnify indemnification for only those Damages which arise out of such breach and are in excess of $400,000 in the aggregate (it being agreed that such other party shall bear the first $400,000 of Damages arising from such breaches or the Purchaser-Related Entities or the Seller-Related Entities alleged breaches); and (as applicableii) under this Agreement unless the aggregate party seeking such indemnification shall make its claim therefor on or prior to the date on which the relevant representation or warranty shall expire pursuant to Section 10.2, except that if a claim arises under a representation or warranty and a notice of all amounts for which an indemnity would otherwise be payable by such claim is given prior to the responsible party under Section 11.1 expiration of the survival period, then such representation or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party warranty shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, not terminate with respect to such claim until indemnification thereof (if any is owing) shall have been made in accordance with the indemnification provided provisions of this Agreement. In no event will either party be liable under or with respect to this Agreement for in Section 11.1 any Damages or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing any portion of any inaccuracy or Damages arising out of the breach of any representationrepresentation or warranty in excess of $4,000,000 in the aggregate; provided, warranty or covenant however, that the foregoing limitations on liability for Damages arising out of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account breach of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation representation or warranty shall not apply with respect to Losses suffered claims of Purchaser relating to the Excluded Liabilities or incurred as a result claims of breaches of any covenant Seller relating to the Assumed Liabilities or agreement of Purchaser, Sellers to the representations or either Seller warranties set forth in Section 5.3, Section 5.4, Section 10.1 4.2 or Section 11.6 of this Agreement5.2.

Limitations on Indemnification. (a) Notwithstanding the foregoing provisions of Section 11.1this Article VI, (ai) no party neither Warrantor shall be required liable, pursuant to indemnify Section 6.1 or 6.2, for any indemnifiable Damages suffered by any Purchaser Indemnitee arising out of a breach of any representation, warranty, covenant or agreement of the other party Warrantors herein or for any Taxes unless a claim therefor is asserted in writing prior to the Purchaser-Related Entities expiration of the period of survival applicable to such representation, warranty, covenant or the Seller-Related Entities agreement or indemnification claim in respect of Taxes set forth in Section 6.5, failing which such claim shall be waived and extinguished, (as applicableii) under this Agreement neither Warrantor shall be liable, pursuant to Section 6.1(a), for (x) any Damages suffered by any Purchaser Indemnitee unless the aggregate of all amounts for which an indemnity would otherwise be payable Damages suffered by the responsible party under Purchaser Indemnitees exceeds, on a cumulative basis, an amount equal to 0.50% of the Consideration, and then only to the extent of any such excess or (y) any individual items where the Damage relating thereto is less than the equivalent of US$100,000 and such items shall not be aggregated for purposes of the immediately preceding clause (x), (iii) the aggregate liability of Warrantors hereunder, pursuant to Section 11.1 or Section 11.2 above 6.1(a) and 6.2, for Damages suffered by the Purchaser Indemnitees shall in no event exceed 20% of the Consideration, and (as applicableiv) exceeds the Basket Limitation and in such event, the responsible party no Party hereto shall be responsible liable to the other for indirect, special, incidental, consequential or punitive damages claimed by such other party resulting from such first Party’s breach of its representations, warranties or covenants hereunder; provided, however, that the entire amount including all amounts representing limitations described in clauses (i) through (iii) shall not apply to any act or omission constituting fraud or to a breach of the Basket Limitation, representation and warranty set forth in Section 2.2 (b) in Shares). In no event shall the liability of Sellers, on Warrantors be obligated to indemnify the one hand, or Purchaser, on the other hand, Purchaser Indemnitees with respect to any matter to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed extent that such matter was taken into account in the aggregate calculation of the Cap Limitation, (c) if prior adjustment to the ClosingConsideration, Purchaser obtains knowledge if any, pursuant to Section 1.3. For purposes solely of this Article VI and Section 5.1(e), all representations and warranties of the Warrantors in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement Article II (a other than Section 2.7(a)) shall be construed as if the term “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser material” and any Purchaser-Related Entities shall be deemed reference to have waived “Target Material Adverse Effect” (and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any variations thereof) were omitted from such Purchaser Waived Breach, representations and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementwarranties.

Limitations on Indemnification. Notwithstanding the foregoing The provisions of for indemnity under Section 11.1, 10.1 shall be effective only (a) no party shall be required to indemnify for any individual claim or series of related claims arising from the other party or same facts and circumstances where the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) Loss exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (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 Everest exceeds of the Aggregate Purchase Price actually paid by Immunomedics to Everest, in which case such Immunomedics Indemnitees shall be entitled to indemnification of such Immunomedics Indemnitee’s Losses in excess thereof. In no event shall the Everest have liability of Sellersfor indemnification hereunder for any amount exceeding, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate aggregate, the Cap Limitation, (c) if prior Aggregate Purchase Price actually paid by Immunomedics to Everest; provided that any undisputed Losses for which Xxxxxxx would be liable hereunder but for application of the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained limitation in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates sentence may be offset by Immunomedics against future portions of the ClosingAggregate Purchase Price that become payable hereunder. For the avoidance of doubt, then Purchaser and any Purchaser-Related Entities shall disputed Losses may be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause offset by Immunomedics upon final resolution of action under this Agreement, at law or such dispute in equity on account favor of any such Purchaser Waived Breach, and (d) notwithstanding Immunomedics. Notwithstanding anything herein to the contrary, no Party shall be liable for any Loss to the Basket Limitation and extent arising from (i) a change in accounting or taxation Law made after the Cap Limitation Closing, other than a change required to comply with any Law in effect on the Execution Date, (ii) any Law not in force on the date hereof or any change in Law which takes effect retroactively or (iii) any increase in the rates of taxation in force on the Execution Date. Notwithstanding the foregoing, the limitations set forth in this Section 10.3 shall not apply with respect to any indemnification obligations to the extent resulting from actual Losses suffered arising from Third Party Claims directly attributable to violation of law or incurred as a result fraud by or on behalf of breaches the Indemnifying Party or any of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementits Affiliates.

Limitations on Indemnification. Notwithstanding anything to the foregoing provisions contrary set forth in this Agreement, and not in limitation of Section 11.1the restrictions of the Company’s liability under applicable law, no indemnity pursuant to this Agreement shall be paid by the Company: (a) no party shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breachclaim against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, and state or local statutory law; (b) on account of Indemnitee’s conduct that was knowingly fraudulent or deliberately dishonest, or that constituted willful misconduct; (c) on account of Indemnitee’s conduct that constituted a breach of Indemnitee’s duty of loyalty to the Company or resulted in any personal profit or advantage to which Indemnitee was not legally entitled; (d) notwithstanding anything herein for which payment has actually been made to the contraryIndemnitee under a valid and collectable insurance policy or under a valid and enforceable indemnity clause, the Basket Limitation and the Cap Limitation shall not apply with bylaw or agreement, except in respect to Losses suffered or incurred as a result of breaches of any covenant excess beyond payment under such insurance, clause, by-law or agreement of Purchaseragreement; (e) if indemnification is not lawful (and, Sellers in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or either Seller (f) in connection with any Proceeding by Indemnitee against the Company or its directors, officers, employees or other agents other than as set forth in Section 5.312 above, Section 5.4unless (i) such indemnification is expressly required to be made by law, Section 10.1 (ii) the Proceeding was authorized by the Board of Directors of the Company, or Section 11.6 (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Delaware General Corporation Law; provided, however, that until the final and non-appealable determination by a court of this Agreementcompetent jurisdiction as to any of the foregoing, the Indemnitee shall be entitled to indemnification hereunder (including Expenses) so long as the Indemnitee executes an undertaking to reimburse the Company promptly upon any such determination.

Limitations on Indemnification. Notwithstanding anything to the foregoing provisions of contrary contained in this Agreement, (x) except with respect to the Specified Representations and the representations and warranties set forth in Section 11.13.11, (a) no party Seller shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicablenot have any liability under Section 8.01(a) under this Agreement unless the aggregate liability for Losses suffered by Purchaser Indemnitees thereunder exceeds $200,000 (the “Deductible”), and then only to the extent of all amounts for which an indemnity would otherwise be payable by the responsible party such excess and (b) Seller’s aggregate maximum liability under Section 11.1 or 8.01(a) shall not exceed an amount equal to fifteen percent (15%) of the of the aggregate amount of Cash Payments that Purchaser has actually paid to Seller (the “Cap”) (it being understood that, so long as a Purchaser Indemnitee makes a claim for indemnification pursuant to Section 11.2 above (as applicable8.01(a) exceeds within the Basket Limitation and in such eventtime proscribed pursuant to Section 8.08, the responsible party fact that the Losses recoverable in respect of such claim exceed such Cap as of a particular time shall be responsible for not preclude such Purchaser Indemnitee from recovering such Losses to the entire extent such Cap increases by virtue of Purchaser making one or more Milestone Payments) and (y) (a) the aggregate maximum liability of Seller under Section 8.01(a) or Purchaser under Section 8.02(a), in each case, shall not exceed the aggregate amount including all amounts representing the Basket Limitationof Cash Payments that Purchaser has actually paid to Seller, (b) in no event subject to Section 8.09, neither Party shall have any liability for an otherwise indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the liability of SellersIndemnified Party and is due and payable, on so long as the one hand, or Purchaser, on the other hand, with respect claim for such Loss was timely submitted pursuant to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, provisions of this Article VIII; (c) if prior neither Party shall be liable for any Losses to the extent the Purchaser Indemnitees or the Seller Indemnitees, as applicable, failed to mitigate such Losses in accordance with applicable Laws (provided, that, for clarity, this clause (c) shall only relieve a Party to the extent of any Losses that would not have been incurred had such Purchaser Indemnitees or Seller Indemnitees, as applicable, mitigated in accordance with applicable Laws); (d) neither Party shall be liable for any Loss to the extent arising from (i) a change in accounting or taxation Law, policy or practice made after the Closing, Purchaser obtains knowledge other than a change required to comply with any Law, policy or practice in writing effect on the date of this Agreement, or (ii) any Law not in force on the date of the Closing or any change in Law which takes effect retroactively or occurs as a result of any inaccuracy or increase in the rates of taxation [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. in force on the Closing Date; (e) neither Party shall be liable for any otherwise indemnifiable Loss arising out of any breach of any representation, warranty warranty, covenant or covenant agreement of either or both Sellers contained such Party unless a claim therefore is asserted in this Agreement writing (as provided in Section 8.03) by the Indemnified Party timely in accordance with Section 8.08, failing which such claim shall be waived and extinguished; and (f) Seller’s aggregate maximum liability under Section 8.01 with respect to Excluded Losses recovered in a Third Party Claim shall not exceed an amount equal to the aggregate amount of Cash Payments that Purchaser has actually paid to Seller (the “Purchaser Waived BreachExcluded Losses Cap”) and nonetheless proceeds with and consummates the Closing(it being understood that, then so long as a Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert Indemnitee makes a claim for indemnification under this Article 11 forpursuant to Section 8.01 within the time proscribed pursuant to Section 8.08, or any other claim or cause the fact that the Excluded Losses recoverable in respect of action under this Agreement, at law or in equity on account such Third Party Claim exceed the Excluded Losses Cap as of any a particular time shall not preclude such Purchaser Waived Breach, and (d) notwithstanding anything herein Indemnitee from recovering such Excluded Losses to the contrary, the Basket Limitation and the extent such Excluded Losses Cap Limitation shall not apply with respect to Losses suffered increases by virtue of Purchaser making one or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementmore Milestone Payments).

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.19.1.(a), (a) no party Indemnified Party shall be required entitled to indemnify indemnification under Section 9.1.(a): (i) so as to allow more than one recovery for any single Claim even though such Claim may have resulted from the other party breach or inaccuracy of more than one of the Purchaser-Related Entities representations and warranties made by Shareholders in or pursuant to this Agreement; (ii) with respect to any Claim arising out of a claimed breach of the Seller-Related Entities (as applicable) under this Agreement representations and warranties made by Shareholders in Section 4.4, unless the aggregate Indemnified Party has given written notice of all such Claim to Shareholders, setting forth in reasonable detail the facts and circumstances pertaining thereto, prior to the expiration of the first anniversary of the Closing; (iii) if the facts surrounding the claimed breach of a representation or warranty that is the basis for the Claim were (A) within the actual knowledge of those managerial employees, agents and representatives of Insilco who devoted substantive attention to those matters that are the subject of such representation and warranty, or (B) contained in written reports prepared for, or delivered to, any such person by or on behalf of Insilco or Newco to communicate results of Insilco's and Newco's due diligence investigation of Company, in either case if such facts were not disclosed to the Indemnifying Party by such Indemnified Party prior to the Closing; (iv) with respect to any Claim arising out of a claimed breach of the representations and warranties made by Shareholders in Section 4.4, to the extent of any amounts actually and irrevocably recovered by the Indemnified Party with respect to the matter for which an indemnity the Indemnified Party is being indemnified under (A) insurance polices of Company in effect as of the date hereof that reduce a Claim that would otherwise be sustained or (B) other insurance policies for the benefit of the Indemnified Party that reduce a Claim that would otherwise be sustained but, in the case of this clause (B), (1) net of any increase that will occur, or is reasonably likely to occur, in insurance premiums payable by the responsible party Indemnified Party, whether by retrospective or retroactive premium adjustments or any other premium increase under the policy or policies under which the claim is made or any other policy, where the increase results directly from filing the claim and (2) less, dollar for dollar, the amount by which the claim when filed or at any time during the applicable policy period, either singly or in the aggregate with all other claims made under applicable policy or policies, exceeds a policy coverage limit; provided, however, that this clause (iv) shall apply only if this provision does not constitute an improper waiver of the insurer's rights of subrogation against the Indemnified Party; (v) with respect to any Claim arising out of a claimed breach of the representation and warranty made by Shareholders in Section 11.1 or Section 11.2 above 4.4, for any Claims as to which any Indemnified Party otherwise may be entitled to indemnity hereunder until such Claims, in the aggregate, exceed $250,000, provided that (as applicableA) exceeds the Basket Limitation and in such event, the responsible party Indemnified Party shall be responsible entitled to indemnification in full for all such Claims and (B) for purposes of determining the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing existence of any inaccuracy or breach of any representation, representation or warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 formade by Shareholders hereunder, or any other claim or cause the amount of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply Claims with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement.respect

Limitations on Indemnification. Purchaser, Newco, the Surviving Corporation, the Company, and the other Persons or entities indemnified pursuant to Section 10.1 shall not assert any claim for indemnification hereunder against the Sellers until such time as, the aggregate of all claims which such persons may have against the Sellers shall exceed (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. Sellers shall not assert any claim for indemnification hereunder against Purchaser, Newco, the Surviving Corporation or the Company until such time as the aggregate of all claims which Sellers may have against Purchaser or the Company shall exceed $30,000, whereupon such claims shall be indemnified in full. The limitation or assertion of claims for indemnification contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the transaction contemplated by this Agreement. No person shall be entitled to indemnification under this Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Seller shall be liable under this Article 10 or otherwise for an amount which exceeds the amount of proceeds received by such Seller in connection with the transactions contemplated herein. For purposes of the foregoing provisions of Section 11.1limitation, (a) no party the DocuNet Common Stock shall be required to indemnify valued at the other party Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or the Purchaser-Related Entities or the Seller-Related Entities a Claim Notice (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if has been given prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementapplicable survival period.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) The Stockholder shall have no party liability for Damages for breaches of representations and warranties set forth in ARTICLE III unless and until the aggregate amount of all Damages for all claims asserted by the Buyer Indemnified Parties exceeds Two Hundred Thousand Dollars ($200,000); provided, however, after such amount of Damages exceeds Two Hundred Thousand Dollars ($200,000), all Damages, excluding the first One Hundred Thousand Dollars ($100,000), shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable recoverable by the responsible party under Buyer Indemnified Parties; provided, further, that the foregoing limitations shall not apply to (i) the representations and warranties set forth in Section 11.1 3.2 (Authority for Agreement), Section 3.3 (No Violation to Result), Section 3.4 (Capitalization), Section 3.5(b) (Accounts Receivable), Section 3.10 (Taxes) and Section 3.22 (Brokers) or Section 11.2 above (as applicableii) exceeds the Basket Limitation and in such eventclaims based on criminal matters, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, fraud or Purchaser, on the other handintentional misrepresentation, with respect to which, in each case, all Damages in connection therewith shall be recoverable from the indemnification provided for first dollar and shall not be counted in determining whether the thresholds in this Section 11.1 or Section 11.2 (as applicable9.5(a) above exceed in have been exceeded. For the aggregate sole purpose of determining the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing amount of any inaccuracy or Damages with respect to any breach of any representation, warranty or covenant for purposes of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 forARTICLE IX (and not for determining whether or not any breaches of representations, warranties or covenants have occurred), any other claim qualification or cause limitation of action under this Agreementa representation, at law warranty or in equity on account covenant by reference to materiality of any such Purchaser Waived Breachmatters stated therein or as to matters having or not having “Material Adverse Effect,” “materiality” or words of similar effect, and (d) notwithstanding anything herein to shall be disregarded. The indemnification obligations of the contrary, the Basket Limitation Stockholder and the Cap Limitation rights and remedies that may be exercised by a Buyer Indemnified Party shall not apply with respect to Losses suffered be limited or incurred otherwise affected by or as a result of breaches any information furnished to, or any investigation made by or knowledge of, any of the Buyer Indemnified Parties or any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementtheir Representatives.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party shall be required Subject to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such eventfollowing sentence, the responsible party shall be responsible for Purchaser may not recover Losses from the entire amount including all amounts representing the Basket Limitation, (b) Indemnitors in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under Section 7.2(a)(1), Section 7.2(a)(5), or Section 7.2(b)(1) (Indemnification) (i) unless and until Losses have been actually incurred in an aggregate amount greater than $100,000 (the “Indemnification Threshold”) after which, subject to the other limitations set forth in this Article 11 for7, Purchaser will be entitled to recover for all Losses in excess of the Indemnification Threshold, or (ii) for an aggregate amount in excess of fifteen percent (15.0%) of the Purchase Price actually received by such Indemnitor (including any future consideration received in connection with the achievement of a subsequent Milestone Event and calculated without deduction for any payment by such Indemnitor under this Article 7) (the “Cap”). Notwithstanding the foregoing sentence, (X) claims for breach or inaccuracy of any of the Fundamental Representations and/or the representations and warranties in Section 2.10 (Taxes) shall not be subject to the foregoing limits and shall not be included in the determination of whether the limit in clause (ii) has been reached, and (Y) the Indemnification Threshold and Cap will not apply to any Losses to the extent due to fraud, intentional misrepresentation, bad faith or intentional misconduct by the Company or any of its directors or officers in their capacities as such or any Indemnitor, or to any claim for breach of any representation or warranty of the Company, any Subsidiary of the Company, including the UK Subsidiary, or any Securityholder which was actually known by the Company, the Subsidiary of the Company, including the UK Subsidiary, the Representative or any Securityholder to be inaccurate at Closing. For all purposes of this Article 7, when determining the amount of Loss resulting from a breach or inaccuracy of a representation or warranty of the Company, any Subsidiary of the Company, including the UK Subsidiary, or any Securityholder (but not whether such representation or warranty is inaccurate or has been breached), any material adverse effect or other claim or cause of action under this Agreement, at law or materiality qualifier contained in equity on account of any such representation or warranty will be disregarded. In no event shall any Indemnitor be liable to Purchaser Waived Breachfor any Losses (including pursuant to Section 4.6) in the aggregate in excess of the Purchase Price actually received by such Indemnitor (including any future consideration received in connection with the achievement of a subsequent Milestone Event), and (d) notwithstanding anything herein except for Losses to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect extent due to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementfraud.

Limitations on Indemnification. Notwithstanding the foregoing provisions The indemnification obligations of Section 11.1, (a) no party shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under Transferors set forth in this Agreement unless shall survive only for a period of the earlier of (i) the date of the first audit of financial statements of the Company containing combined operations of Transferee and the Company, for those representations and warranties set forth in Section 6, which representations and warranties specifically deal with items that would be expected to be encountered in the audit process, or (ii) twelve months from the Effective Time (the end of such period being the "Expiration Date"). MarineMax and the Company shall not assert any claim hereunder against the Transferors until such time as, and solely to the extent that, the aggregate of all amounts claims against the Transferors shall exceed the sum of $25,000 (the "Indemnification Deductible"); and after such Indemnification Deductible amount has been attained, only claims in excess of such amount shall be indemnified hereunder. MarineMax and the Company may recover for which indemnification hereunder only from the Shares held in escrow pursuant to and as provided in the Escrow Agreement. It is hereby understood and agreed that Transferors may only satisfy an indemnity would indemnification obligation through payment of stock, such stock to be valued as described immediately below, except as may otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation permitted and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability still preserve pooling-of-interests accounting treatment. Notwithstanding any term of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, no provision of this Agreement shall limit or be deemed to limit any liability or remedy one party may have against any other parties hereto that arises by statute or any applicable federal, state or local law. For purposes of calculating the Basket Limitation and value of the Cap Limitation MarineMax Stock received by Transferors, MarineMax Stock shall not apply be valued at $13.00 per share. No provision of this Agreement or in this Section 7 shall limit or be deemed to limit any liability or remedy one party may have against any other party hereto with respect to Losses suffered or incurred as a result claim of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementfraud.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party No Indemnifying Party shall be required to indemnify an Indemnified Party hereunder except to the other party or the Purchaser-Related Entities or the Seller-Related Entities extent that (as applicablei) under this Agreement unless the aggregate amount of all amounts Losses with respect to any claim or series of related claims for which an indemnity would Indemnified Party is otherwise be payable by entitled to indemnification pursuant to this Section 12 exceeds $12,500 (excluding costs of investigation and legal fees) (the responsible party under Section 11.1 or Section 11.2 above "Minimum Claim Amount") (as applicable) exceeds the Basket Limitation and in such event, the responsible party it being understood that no Indemnifying Party shall be responsible liable for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, any Losses with respect to the indemnification provided for in Section 11.1 any claim or Section 11.2 (as applicable) above exceed series of related claims in the event that such Losses are less than the Minimum Claim Amount), and (ii) the aggregate amount of Losses for which the Cap LimitationIndemnified Party is otherwise entitled to indemnification pursuant to this Section 12 and the Environmental Indemnification Agreement exceeds $210,000 (the "Deductible Amount") (it being understood and agreed that (A) any claims or series of related claims for Losses of less than the Minimum Claim Amount shall be disregarded for purposes of calculating the Deductible Amount and (B) the Deductible Amount is intended as a deductible, and except as set forth in this Section 12.5, no Indemnifying Party shall be liable for any 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 the aggregate amount of all such Losses over $210,000, subject to the limitations on maximum amount of recovery set forth in this Section 12.5; provided that Losses arising out of (u) any claims for indemnification made under Section 12.1(a) with respect to any inaccuracies in any representation or warranty in the Closing Calculation Certificate delivered pursuant to Section 8.25, (cv) if prior any claims for indemnification made under Section 12.1(a) with respect to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representationcovenant, warranty obligation or covenant undertaking of either or both Sellers contained any of the Phibro Parties in this Agreement (a “Purchaser Waived Breach”including, without limitation, Backstop Claims), (w) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim claims for indemnification made under this Article 11 forSections 12.1(b), 12.1(c) 12.1(d) or 12.2(a)(ii), (x) any other claim claims for indemnification made under Section 12.2(a)(i) with respect to any breach of any covenant, obligation or cause undertaking of action under Acquisition Company in this Agreement, at law or in equity on account of (y) any such Purchaser Waived Breach, and (dclaims for indemnification made under Section 12.2(b) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches any breach of any covenant covenant, obligation or agreement undertaking of Purchaserany Investor Stockholder in this Agreement or (z) any Fraud Claim (collectively, Sellers or either Seller all such Losses referred to in this proviso being referred to herein as "Non-Deductible Claims"), shall, subject to the provisions of 12.5(c), be indemnified in their entirety by the Indemnifying Party and shall not be subject to the limitations set forth in this Section 5.3, Section 5.4, Section 10.1 12.5(a). The Non-Deductible Claims will not count towards or Section 11.6 of this Agreementreduce the Deductible Amount.

Limitations on Indemnification. Subject to any limitations contained therein, all representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto and shall expire on the earlier of eighteen (18) months after the Closing Date or the closing of the transactions contemplated by that certain Agreement and Plan of Merger between the Seller and the Buyer of even date herewith, except (i) as to any matter as to which a claim is submitted in writing to the indemnifying party prior to the applicable expiration date and identified as a claim for indemnification pursuant to this Agreement; (ii) as to any representation or warranty relating to ownership or title to the Shares or the Company's assets, including real or immovable property, which shall not expire; (iii) as to any matter which is based upon willful fraud by the indemnifying party, with respect to which the representations and warranties set forth in this Agreement shall expire only upon expiration of the applicable statute of limitations plus 60 days; (iv) as to any representation or warranty concerning tax or environmental matters, which shall expire only upon the expiration of the applicable statute of limitations plus 45 days; and (v) as to any representation or warranty concerning the authority to execute this Agreement or any of the other documents contemplated hereby, which shall not expire. No claim or action for indemnity pursuant to Sections 6.1. or 6.2. hereof for breach of any representation or warranty shall be asserted or maintained by any party hereto after the expiration of such representation or warranty pursuant to the preceding sentence except for claims made in writing prior to such expiration and actions (whether instituted before or after such expiration) based on any claim made in writing prior to such expiration. Notwithstanding any other provisions contained in this Agreement, neither Buyer nor Seller shall be entitled to receive any amount under this Section 6. which exceeds the foregoing Purchase Price; provided, however, the limit on indemnification shall exclude any obligations specifically assumed by any party in this Agreement, including without limitation, the obligations relating to Taxes and brokers as described in Sections 3.2.1., 5.2., and 9.5. respectively. Further, notwithstanding any other provisions of Section 11.1in this Agreement, (a) no party Buyer shall not be required entitled to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) payment under this Agreement unless the aggregate of all amounts Section 6. for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or a breach of any representation, representation or warranty or covenant of either or both by Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates except for the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed amount by which the aggregate of all breach of warranty or representation claims hereunder which have not theretofore been reimbursed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause Buyer exceeds the sum of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach$300,000.00, and (db) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation Seller shall not apply with respect be entitled to Losses suffered payment under this Section 6. except for the amount by which the aggregate of all claims hereunder which have not theretofore been reimbursed to Seller, exceeds $300,000.00. In the event the $300,000.00 threshold mentioned in clause (a) or incurred (b) of the preceding sentence is exceeded, Buyer or Seller, as a result the case may be, shall then have the right to seek reimbursement of breaches of any covenant said threshold amount from Seller or agreement of PurchaserBuyer, Sellers or either Seller set forth in as the case may be, under this Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement6.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1foregoing, (a) no party ------------------------------ the Indemnified Party shall be required to indemnify the other party not assert any claim for indemnification hereunder against Modem Media or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless Company until the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party claims under Section 11.1 6.1 exceeds 1.0% of the amount of proceeds received by Modem Media and the Company (including, for these purposes, any funds received by Modem Media or the Company pursuant to Section 11.2 above 1.4) in connection with the sale by it of the Shares pursuant to this Agreement (as applicable) exceeds the Basket Limitation "Indemnification Threshhold"); provided, -------------------------- -------- however, that the Indemnified Party may assert and in such event, the responsible party shall be responsible indemnified for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability any ------- claim of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy a misrepresentation or breach of warranty of Section 2.9 at any representationtime, warranty or covenant regardless of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) whether the aggregate of all claims which the Indemnified Party shall have against Modem Media and nonetheless proceeds with and consummates the ClosingCompany exceeds the Indemnification Threshold, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account it being understood that the amount of any such Purchaser Waived Breachclaim shall not be counted toward the Indemnification Threshold. The Indemnified Party is entitled to indemnification for the full amount of any such claim asserted pursuant to Section 6.1 once the Indemnification Threshold is reached. Notwithstanding the foregoing, and neither Modem Media nor the Company shall be liable for any amount which exceeds the amount of proceeds received by it (dincluding for these purposes any funds received by Modem Media or the Company pursuant to Section 1.4) notwithstanding anything herein in connection with the sale by it of the Shares pursuant to the contrarythis Agreement; provided, the Basket Limitation however, that Modem Media's and the Cap Limitation Company's indemnification -------- ------- obligations for a misrepresentation or breach of warranty of Section 2.9 shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementbe limited.

Limitations on Indemnification. Notwithstanding anything in Section 8.2 to the contrary, no Indemnified Party shall be entitled to be indemnified for any Loss incurred, accrued or sustained by such Indemnified Party as a result of any breach or inaccuracy of a representation or warranty of Seller contained in this Agreement or in any certificate, instrument, or other document delivered pursuant to this Agreement until the Indemnified Parties, or any of them, have delivered to Seller and the Escrow Agent one or more Claim Certificates identifying Losses incurred, accrued or sustained in excess of the Basket Amount, in which case the Indemnified Parties, or any of them, shall be entitled to recover all Losses so identified above the Basket Amount. Notwithstanding the foregoing provisions immediately preceding sentence, Buyer shall be entitled to recover for, and the Basket Amount shall not apply as a threshold to, any Loss incurred, accrued or sustained by an Indemnified Party arising or resulting from fraud or fraudulent misrepresentation with respect to representations and warranties of Seller contained in this Agreement or in any certificate, instrument, or other document delivered pursuant to this Agreement. Following the Closing, the maximum liability of Seller under this Agreement as a result of any breach or inaccuracy of a representation or warranty of Seller contained in this Agreement or a breach or inaccuracy of a representation or warranty in any certificate, instrument, or other document delivered pursuant to this Agreement, except in the case of intentional, knowing or willful breach of this Agreement, fraud, or similar circumstances, shall not exceed $12,750,000. With regard to item (f) of the first sentence of Section 11.18.2, (a) no party shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) maximum liability of Seller under this Agreement unless with regard to such item shall not exceed the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation Purchase Price and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) Seller's indemnity obligations for amounts paid in no event shall the liability settlement by Indemnified Parties in any final settlement of Sellers, on the one hand, or Purchaser, on the other hand, claims with respect regard to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation item shall not apply exceed the reasonable settlement amounts incurred, sustained or accrued in connection with respect to Losses suffered or incurred as a result such settlement (including, for avoidance of breaches of doubt, any covenant or agreement of Purchaser, Sellers or either Seller set forth legal and other costs in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreementconnection therewith)."

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party shall be required to indemnify The Purchaser Indemnified Persons may not recover Losses from the other party Escrow Fund or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and from Seller in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 Section 7.2(a)(i) unless and until Losses claimed under Section 7.2(a)(i) have been incurred, paid or properly accrued in an aggregate amount greater than $400,000 (the “Indemnification Threshold”). The Seller Indemnified Persons may not recover Losses from Purchaser in respect of any claim for indemnification under Section 7.2(b)(i) unless and until Losses claimed under Section 7.2(b)(i) have been incurred, paid or properly accrued in an aggregate amount greater than the Indemnification Threshold. Notwithstanding the foregoing, the Purchaser Indemnified Persons shall be entitled to recover for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation Indemnification Threshold shall not apply as a threshold to, any Losses with respect to Losses suffered any breach of or incurred inaccuracy in any representation or warranty made by Seller in Sections 2.2, 2.16, 2A.1, 2A.2, or 2A.3 (each an “Excepted Representation”), and the Indemnified Persons shall be entitled to recover for, and the Indemnification Threshold shall not apply as a result threshold to, any breach of breaches or default in connection with any of any covenant the covenants or agreement of Purchaser, Sellers or either Seller set forth agreements contained in Section 5.34.2 or any of the covenants or agreements made by Seller or Purchaser for which performance may be called for after the Closing (“Post-Closing Covenants”), Section 5.4as the case may be, Section 10.1 or Section 11.6 of in this Agreement. Once the Indemnification Threshold has been exceeded, the Indemnified Persons shall be entitled to recover all Losses in excess of the Indemnification Threshold.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) no party If the transactions contemplated hereby are consummated, the Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i) in respect of a breach of, or inaccuracy in, a representation or warranty that is qualified or limited in scope as to “materiality” or similar phrases (including Company Material Adverse Effect) until the amount of Losses directly or indirectly paid, incurred, suffered or sustained by the Indemnified Parties (or any of them) which may be recovered from a Indemnifying Party with respect to such indemnification claim (or series of claims arising from the same or substantially similar facts, events, or circumstances) equals or exceeds $10,000 (the “Individual Claim Threshold” and any such Loss that is disregarded pursuant to this Section 8.3(a), a “Non-Qualified Loss”), after which, subject to Section 8.3(b), the Indemnifying Party shall be required liable for the full amount of all Losses with respect to indemnify such claim and not only those in excess of the Individual Claim Threshold; provided, however, that the preceding restriction set forth in this Section 8.3(a) shall not in any way limit or otherwise restrict any right in respect of Indemnification Claims pursuant to breaches of, or inaccuracies in, the Fundamental Representations, or clauses (ii) through (viii) of Section 8.2(a), inclusive of any other party claims or causes of action under applicable law arising out of fraud, willful breach or intentional misrepresentation by the Company or the Purchaser-Related Entities Member Parties (or any of their agents) in connection with this Agreement or the Seller-Related Entities transactions contemplated hereby, provided further, that all Losses in respect of a breach of or inaccuracy in a representation or warranty in the third sentence of Section 2.1(a) shall be aggregated for purposes of this Section 8.3(a). (as applicableb) under this Agreement unless If the transactions contemplated hereby are consummated, the Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i) until the aggregate dollar amount of all Losses directly or indirectly paid, incurred, suffered or sustained by the Indemnified Parties (or any of them) exceeds $250,000 in the aggregate (the “Threshold”), and if the aggregate of all amounts Losses directly or indirectly paid, incurred, suffered or sustained by the Indemnified Parties (or any of them) exceeds the Threshold, then the Indemnified Parties shall be entitled to indemnification for which an indemnity all such Losses that would otherwise be payable indemnifiable pursuant to Section 8.2(a)(i) (including all Losses incurred prior to exceeding the Threshold) subject to the other limitations and qualifications set forth in this Article VIII; provided, however, that the preceding restriction set forth in this Section 8.3(b) shall not in any way limit or otherwise restrict any right in respect of Indemnification Claims pursuant to breaches of, or inaccuracies in, the Fundamental Representations, or clauses (ii) through (viii) of Section 8.2(a), inclusive of any other claims or causes of action under applicable law arising out of fraud, willful breach or intentional misrepresentation by the responsible party under Company or the Member Parties (or any of their agents) in connection with this Agreement or the transactions contemplated hereby. (c) The Indemnified Parties shall not be entitled to indemnification pursuant to Section 11.1 or Section 11.2 above (as applicable8.2(a)(i) exceeds for any amount of indemnifiable Losses in excess of the Basket Limitation and in such eventGeneral Indemnity Amount; provided, however, that notwithstanding the foregoing, the responsible party preceding restriction set forth in this Section 8.3(c) shall not in any way limit or otherwise restrict any right in respect of Indemnification Claims pursuant to clauses (ii) through (viii) of Section 8.2(a), inclusive, or any other claims or causes of action under applicable law arising out of fraud, willful breach or intentional misrepresentation by the Company or the Member Parties (or any of their agents) in connection with this Agreement or the transactions contemplated hereby. (d) The indemnification obligations of each Person within a Member Group shall be responsible for joint and several with the entire amount including indemnification obligations of all amounts representing other Persons within such Member Group. The indemnification obligations of each Member Group shall be several, but not joint, with the Basket Limitation, (b) in no event shall the liability indemnification obligations of Sellers, on the one hand, or Purchaser, on the other handMember Group. Without limiting Section 8.2(a), with respect to each Member Group, the Indemnified Parties shall not be entitled to indemnification provided for pursuant to Section 8.2(a) from a Member Group (on a combined basis) in Section 11.1 or Section 11.2 excess of an amount equal to (as applicablea) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement.of

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) Notwithstanding anything to the contrary (i)(A) an Indemnifying Party shall not be liable for any claim for indemnification, and no party shall claim for indemnification may be required made, pursuant to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicableSection 8.2(a)(i) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable8.3(a) exceeds the Basket Limitation and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Sellers, on the one hand, or Purchaser, on the other hand, with respect to any individual claim unless such claim exceeds $[***] (the indemnification provided “R&W Claim Threshold”), and (B) an Indemnifying Party shall not be liable for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 forpursuant to Section 8.2(a)(i) or Section 8.3(a) unless and until the aggregate amount of indemnifiable Losses relating to claims that meet the R&W Claim Threshold equals or exceeds $[***], after which the Indemnifying Party shall be liable for all such Losses from the first dollar (solely with respect to claims that equal or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breachexceed the R&W Claim Threshold), and (dii)(A) notwithstanding anything herein an Indemnifying Party shall not be liable for any claim for indemnification, and no claim for indemnification may be made, pursuant to Section 8.2(a)(ii) or Section 8.3(b) with respect to any individual claim unless such claim exceeds $[***] (the contrary“Covenant Claim Threshold”), and (B) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 8.2(a)(ii) or Section 8.3(b) unless and until the Basket Limitation and aggregate amount of indemnifiable Losses relating to claims that meet the Cap Limitation Covenant Claim Threshold equals or exceeds $[***], after which the Indemnifying Party shall be liable for all such Losses from the first dollar (solely with respect to claims that equal or exceed the Covenant Claim Threshold); provided that this Section 8.6(a) shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Loss claimed under Section 5.3, Section 5.4, Section 10.1 8.2(a)(iii) or Section 11.6 of this Agreement8.3(c).

Limitations on Indemnification. Notwithstanding All representations and warranties made by the foregoing provisions parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of Section 11.1, the parties hereto and (a) no party shall be required the representations and warranties set forth in Sections 3.02, 3.07 and 3.21 will survive until the expiration of the respective statute of limitations with respect to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation such matters and in such event, the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) all other representations and warranties set forth herein or in no event shall the liability of Sellers, any instrument or document furnished in connection herewith will expire on the one handsecond anniversary of the Closing Date, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if unless prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or such time a claim specifying a breach of any representation, such representation or warranty or covenant of either or both Sellers contained is submitted in this Agreement (a “Purchaser Waived Breach”) writing to the indemnifying party and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert identified as a claim for indemnification under pursuant to this Article 11 for, or any other Agreement. No claim or cause of action under this Agreement, at law for indemnity pursuant to Sections 8.01 or in equity on account 8.02 hereof for breach of any representation or warranty shall be asserted or maintained by any party hereto after the expiration of such Purchaser Waived Breach, representation or warranty pursuant to the provisions of this Section except for claims made in writing prior to such expiration and actions (dwhether instituted before or after such expiration) notwithstanding anything herein based on any claim made in writing prior to such expiration. Notwithstanding any provision of this Agreement to the contrary, (i) the Basket Limitation Partners shall have no obligation to indemnify any person entitled to indemnity under Section 8.01 unless the persons so entitled to indemnity thereunder have suffered Damages in an aggregate amount in excess of $1,000,000 and then only to the Cap Limitation extent of such excess; (ii) the Partners' aggregate liability under Section 8.01 shall not apply with respect in no event exceed $50,000,000 and no Partner's individual liability shall exceed an amount equal to Losses suffered or incurred as a result the product of breaches of any covenant or agreement of Purchaser, Sellers or either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Agreement.$50,000,000 multiplied by such Partner's Percentage Interest. 8.07