Common use of Certain Limitations Clause in Contracts

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The Party making a Claim under this Article VIII is referred to as the “Indemnified Party”, and the Party against whom such Claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller Notwithstanding anything to the contrary contained in this Article VIII, any amount payable pursuant to Section 8.02 in respect of any Losses under such Section 8.02 (i) shall be decreased to the extent that the amount of such Losses were included in the final determination of Net Working Capital and SED (ii) shall be determined without duplication of recovery in the event of Losses arising from or relating to a breach of more than one covenant or agreement for which indemnification is provided under Section 8.02. (b) The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a) or Section 8.03(a) (other than with respect to the Seller Fundamental Representations and the Buyer Fundamental Representations, respectively, and the representations and warranties set forth in Section 4.09(j)), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) or Section 8.03(a) (other than with respect to the Seller Fundamental Representations and the Buyer Fundamental Representations, respectively, and the representations and warranties set forth in Section 4.09(j)) exceeds $500,000 350,000 (the “BasketDeductible”), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all Losses in excess of the Deductible. Without limiting the generality of the foregoing, no Indemnifying Party shall be liable hereunder with respect to any individual claim, or series of claims arising from the same set of circumstances, that results in otherwise indemnifiable Losses under Section 8.02(a) or Section 8.03(a) (other than with respect to the Seller Fundamental Representations and the Buyer Fundamental Representations, respectively, and the representations and warranties set forth in Section 4.09(j)), and such Losses from shall not be counted toward satisfaction of the first dollar. Deductible, unless such Losses exceed $25,000. (c) The aggregate amount of all Losses for which Seller and SED an Indemnifying Party shall be liable (i) pursuant to Section 8.02(a) shall not exceed 100% of (other than the nominal value of Seller Fundamental Representations and the Purchase Price representations and warranties set forth in Section 2.02 4.09(j) and Section 4.16) or Section 8.03(a) (as adjusted other than the Buyer Fundamental Representations) shall not exceed $3,000,000 and (ii) pursuant to Section 2.048.02(a) (the “Cap”). (b) Buyer and DSS shall not be liable solely with respect to the Seller Indemnitees for indemnification under Fundamental Representations and the representations and warranties set forth in Section 8.03(a4.09(j) until the aggregate amount of all Losses in respect of indemnification under and Section 8.03(a4.16), Section 8.02(b) exceeds the Basketor Section 8.02(c), in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) (solely with respect to the Buyer Fundamental Representations), Section 8.03(b) or Section 8.03(c), as the case may be, shall not exceed $45,000,000. Notwithstanding anything herein to the Cap. (c) Notwithstanding contrary, in no event shall the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to maximum aggregate amount of Losses based upon, arising out of, with respect to or that may be recovered by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05an Indemnified Party from an Indemnifying Party under this Agreement exceed $45,000,000. (d) For Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) It is expressly agreed and acknowledged by the Parties that for purposes of this ARTICLE VIIIa Party’s right to indemnification pursuant to Sections 8.02(a) and 8.03(a), any inaccuracy the representations and warranties of Sellers or Buyer, as applicable, (other than in or breach the case of any representation or warranty the representations and warranties contained in Section 4.04(a) (Financial Statements), Section 4.05(a) (Absence of Certain Changes), Section 4.09(j) (Critical IP Licenses), Section 4.12(b) (Permits), Section 4.14(a) (Employee Benefit Matters), Section 5.07 (Absence of Certain Changes), and Section 5.08(b) (Financial Statements), and the definitions of “Material Contracts”, “Material Customers”, and “Material Suppliers”, in each case which shall be determined without regard qualified as set forth therein), shall not be deemed qualified by any references to any materiality, Company Material Adverse Effect materiality or other to material adverse effect or words of similar qualification import contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The party making a claim under this Article VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) Seller and SED The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a7.02(a) or Section 7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(a) or Section 7.03(a) exceeds Five-Hundred Thousand Dollars ($500,000 500,000.00) (the “BasketDeductible”), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all such Losses in excess of the Deductible. The parties agree that any claim for any individual Loss or group of related Losses indemnifiable pursuant to Section 7.02(a) or Section 7.03(a), as applicable, in an amount less than Twenty-Five Thousand Dollars ($25,000.00) shall not count towards the applicable Deductible. Notwithstanding anything herein to the contrary, the limitations set forth in this Section 7.04(a) shall not apply to Losses described in Section 7.02(b)-(d) or Section 7.03(b)-(c), or to Losses incurred by (i) any Buyer Indemnitee in connection with or arising from the first dollar. any breach of any Fundamental Representation of Seller or any representation or warranty of Seller in Section 4.09, and (ii) any Seller Indemnitee in connection with or arising from any breach of any Fundamental Representation of Buyer. (b) The aggregate amount of all Losses for which Seller and SED an Indemnifying Party shall be liable pursuant to (x) Section 8.02(a7.02(a) and Section 7.02(b) or (y) Section 7.03(a) and Section 7.03(b), as the case may be, shall not exceed Seven Million Five-Hundred Thousand Dollars ($7,500,000.00); provided, that the limitation set forth in the first clause of this Section 7.04(b) shall not exceed 100% apply to (i) Losses described in Section 7.02(b) or Section 7.03(b) as a result of any willful or intentional breach or non-fulfillment, (ii) Losses resulting from any breach or non-fulfillment of any covenant, agreement or obligation contained in Section 6.16 of the nominal value Seller Disclosure Letter, or (iii) Losses incurred by (A) any Buyer Indemnitee in connection with or arising from any breach of the Purchase Price set forth any Fundamental Representation of Seller or any representation or warranty of Seller in Section 2.02 4.09, or (as adjusted pursuant to Section 2.04B) (any Seller Indemnitee in connection with or arising from any breach of any Fundamental Representation of Buyer; provided, further, that the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The maximum aggregate amount of all Losses for which Buyer an Indemnifying Party shall be liable pursuant to Section 8.03(a) 7.02 or Section 7.03, as the case may be, shall not exceed the CapPurchase Price. (c) Notwithstanding Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect of any Loss shall be limited to the foregoingamount of any liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of investigation of the underlying claim and collection), any Tax benefit realized, contribution or other similar payment actually received by the limitations set forth Indemnified Party in Section 8.04(a) respect of such Loss. If the Indemnified Party receives or realizes such insurance proceeds, Tax benefit, indemnity, contribution or similar payments after being indemnified and Section 8.04(b) shall not apply to Losses based upon, arising out of, held harmless by an Indemnifying Party with respect to a Loss, the Indemnified Party shall promptly return such indemnification up to the amount of such insurance proceeds, Tax benefit, indemnity, contribution or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05similar payments. (d) For purposes No Indemnifying Party shall be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages or damages based on any type of this ARTICLE VIIImultiple (collectively, “Special Damages”); provided, that Special Damages shall be indemnifiable pursuant to Section 7.02 or Section 7.03, as applicable, to the extent Special Damages are (i) actually paid to a third party pursuant to any inaccuracy settlement entered into by the Indemnified Party in accordance with Section 7.05, provided that the Indemnifying Party has consented in writing to any such settlement, or breach (ii) ordered, by a court of competent jurisdiction, to be paid by the Indemnified Party to a third party. (e) Each Indemnified Party shall take, and cause its Subsidiaries to take, commercially reasonable steps to mitigate any Loss as soon as reasonably practicable upon becoming aware of any representation event or warranty shall circumstance that would be determined without regard to any materialityreasonably expected to, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to does, give rise thereto, such representation or warrantyLoss.

Certain Limitations. The Notwithstanding the other provisions of this Article VIII, neither Seller nor Purchaser shall have any indemnification provided obligations for in Losses under Section 8.02 and 8.01(d) or Section 8.03 shall be subject to the following limitations: 8.02(d), as applicable, (a) Seller for any individual item where the Loss relating thereto is less than $37,500 (the “De Minimis Amount”) and SED shall not be liable (b) in respect of each individual item where the Loss relating thereto is equal to or greater than the Buyer Indemnitees for indemnification under Section 8.02(a) until De Minimis Amount, unless the aggregate amount of all such Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 3,125,000 (the “BasketThreshold Amount”), in which event Seller or Purchaser, as applicable, shall be required to pay or be liable for all the amount of such Losses from that exceeds the first dollar. The aggregate Threshold Amount, but only to a maximum amount of all Losses for which Seller and SED shall be liable pursuant equal to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $28,125,000 (the “Cap”). (b) Buyer and DSS shall not be liable to ; provided, however, that the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoingDe Minimis Amount, the limitations set forth in Section 8.04(a) Threshold Amount and Section 8.04(b) the Cap shall not apply to any Losses based uponarising or resulting from any breach of any Fundamental Representation; provided, arising out offurther, however, that the maximum amount of Losses for which Seller or Purchaser, as applicable, shall be liable under Section 8.01(d) or Section 8.02(d) for any breach of any Fundamental Representation shall in no event exceed the Purchase Price. For purposes of determining the amount of any Loss (but not for determining the existence of any breach, misrepresentation or inaccuracy with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE VIIISeller), any inaccuracy qualification as to materiality or Material Adverse Effect set forth in or breach of any such representation or warranty shall be determined without regard disregarded. Notwithstanding anything to the contrary in this Agreement, any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such indemnity for Taxes arising by reason of breach of a representation or warrantywarranty and any Taxes relating to the Purchased Assets or the Business shall be limited solely to Taxes due and payable for any taxable period ending on or before the Cutoff Time or any portion of any Straddle Period ending on the Cutoff Time (determined in accordance with Section 2.10(b)).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject Notwithstanding any provisions of this Article IX to the following limitations: contrary, after the Closing, (ai) Seller and SED the Purchaser Indemnified Parties shall not be liable entitled to the Buyer Indemnitees assert a claim for indemnification under Section 8.02(a) this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.02(aindemnifiable hereunder (subject to clause (ii) exceeds $500,000 (the “Basket”)below) exceed, in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(aaggregate, one percent (1.0%) shall not exceed 100% of the nominal value of the Purchase Price set forth (the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in Section 2.02 excess of the Deductible; (as adjusted ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 2.049.2(a)(i) any amounts in excess of three percent (6.0%) of the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollarPurchase Price. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in this Section 8.04(a) and Section 8.04(b9.2(c) shall not apply to Losses based upon, arising out of, with respect directly resulting from the failure to or by reason be true and correct of any inaccuracy in of (x) the Fundamental Representations or breach of any representation or warranty the representations and warranties contained in Section 3.014.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this ARTICLE VIIIArticle IX, any inaccuracy in or breach of any representation or warranty shall no effect will be determined without regard given to any qualification as to “materiality, Company ” or “Material Adverse Effect or other similar qualification Effect” contained in or otherwise applicable to such representation or warrantywarranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) exceeds of all of the Purchase Agreements exceeds, in the aggregate, $500,000 200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value all of the Purchase Price set forth Agreements shall not exceed, in Section 2.02 (as adjusted pursuant to Section 2.04) the aggregate, $1,800,000 (the “Cap”). (b) Buyer and DSS Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.203.05, Section 3.223.14, Section 3.283.17, Section 4.01 3.18, Section 4.01, Section 4.04, and Section 4.054.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) For purposes Notwithstanding anything to the contrary herein, none of this ARTICLE VIII, any inaccuracy the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or breach willful misconduct of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyparty.

Certain Limitations. (i) The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall Company will not be liable to the Buyer Indemnitees for indemnification Losses that otherwise are indemnifiable under Section 8.02(a3.9(a)(ii) with respect to any claim (or series of claims arising from the same or similar underlying facts, events or circumstances) unless and until the aggregate amount total of all Losses in respect of indemnification otherwise indemnifiable under Section 8.02(a3.9(a)(ii) (in the aggregate and at any time incurred) exceeds $500,000 50,000 (the “BasketDeductible”), in which event Seller the Company shall be required to pay or be liable responsible for all the total amount of such Losses from incurred in excess of the first dollarDeductible. The aggregate amount of all Losses pursuant to Section 3.9(a)(ii) for which Seller and SED the Company shall be liable pursuant to Section 8.02(a) shall not exceed 100% fifty percent (50%) of the nominal value initial principal amount of the Purchase Price set forth in Section 2.02 Term Loan as of the date hereof; provided that (as adjusted x) the Company has timely performed all payment obligations and covenants under this Agreement, and (y) such Losses pursuant to Section 2.043.9(a)(ii) (are not related to any breach of any of the “Cap”)representations, warranties, covenants or agreements made by Borrower under this Agreement. (bii) Buyer For purposes of the indemnity contained in Section 1.1(a)(i), all qualifications and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) the parties’ representations and Section 8.04(b) warranties as to “materiality,” “material adverse effect” and words of similar import shall not apply to Losses based upon, arising out of, with respect to or by reason of be disregarded in determining whether there shall have been any inaccuracy in or breach of any representation or warranty representations and warranties in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 this Agreement and Section 4.05the Losses arising therefrom. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) The Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a8.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a8.2(a) exceeds Twenty Five Thousand Dollars ($500,000 25,000) (the “Basket”), in which event the Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which the Seller and SED shall be liable pursuant to Section 8.02(a8.2(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.3(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.4(a) and Section 8.04(b8.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in (i) fraud, intentional misrepresentation, or (ii) breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05of the Fundamental Representations. (d) For purposes of determining the amount of Losses pursuant to this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 150,000 (the “BasketBasket Amount”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollarin excess of $75,000. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)$2,000,000. (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the BasketBasket Amount, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollarin excess of $75,000. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap$2,000,000. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Seller Fundamental Representations, provided that, the aggregate amount of all such Losses for which Seller shall be liable shall not exceed the Total Purchase Price. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any an inaccuracy in or breach of a representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.054.04, provided that, the aggregate amount of all such Losses for which Buyer shall be liable shall not exceed the Total Purchase Price. (de) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of a representation and warranty in Section 3.16 or Section 3.18 or with respect to indemnification provided for in Section 8.02(c) or Section 8.02(d). (f) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty and the calculation of any Losses resulting therefrom shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) After the Closing, Seller and SED shall not be liable required to indemnify the Buyer Indemnitees (i) for indemnification Losses under Section 8.02(a9.2(a) until the aggregate amount of all such Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 1,000,000 (the “Basket”), in which event Seller shall be required to pay or be liable responsible for all such Losses from the first dollar. The aggregate entire amount of all such Losses, or (ii) for Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% in the aggregate in excess of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)Escrow Funds. (b) Any Buyer and DSS Indemnitee shall not only be liable indemnified to the Seller Indemnitees extent of funds available in the Escrow Funds, it being understood that such Escrow Funds shall be the sole and exclusive source of recovery and remedy of any Buyer Indemnitee with respect to any claim for indemnification under Section 8.03(a9.2. (c) Buyers shall not be required to indemnify the Seller Indemnitees (i) for Losses under Section 9.3(a) until the aggregate amount of all such Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Buyers shall be required to pay or be liable responsible for all such Losses from the first dollar. The aggregate entire amount of all such Losses, or (ii) for Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed in the Cap. (c) Notwithstanding the foregoing, the limitations set forth aggregate in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason excess of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05$10,000,000. (d) For purposes of this ARTICLE VIIIArticle IX, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any knowledge, materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) The representations, warranties and covenants of Seller and Buyers’ rights to indemnification with respect thereto shall not be affected or deemed waived by reason of any investigation made by or on behalf of either Buyer (including by any of its advisors, consultants or Representatives) or by reason of the fact that either Buyer or any of such advisors, consultants or Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of Buyers’ waiver of any condition set forth in Article VI. (f) Except as provided in Section 10.9 and Article VIII, the indemnity provided for in this Article IX shall be the sole and exclusive remedy of the Buyer Indemnitees or the Seller Indemnitees, as the case may be, after the Closing for any inaccuracy of any representation or warranty of Seller or Buyers, as applicable, in this Agreement or any other breach hereof. Seller hereby waives and acknowledges and agrees that Seller shall not have and shall not attempt to exercise or assert any right of contribution or indemnity or any other claim whatsoever against the Companies or their Subsidiaries, or any Representative of the foregoing, in connection with any matter with respect to which indemnity is sought from Seller under this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED The Stockholders shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 92,500 (the “Basket”), in which event Seller the Stockholders shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED the Stockholders shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $1,850,000 (the “Cap”). (b) Buyer and DSS The Parent shall not be liable to the Seller Stockholder Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer the Parent shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer the Parent shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to to, or by reason of fraud or any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.203.12, Section 3.223.19, Section 3.284.01, Section 4.01 and Section 4.054.04. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty and the amount of any Losses incurred or suffered in connection with such breach or inaccuracy shall be determined without regard to any materiality, Company Material Adverse Effect Effect, or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) Seller and SED The Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.03(a) exceeds Fifty Thousand Dollars ($500,000 50,000) (the “Basket”), in which event the Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which the Seller and SED shall be liable pursuant to Section 8.02(a9.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 Five Million Dollars (as adjusted pursuant to Section 2.04$5,000,000) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a9.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9.04(a) and Section 8.04(b9.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or (i) fraud, intentional misrepresentation, (ii) breach of any representation of the Fundamental Representations, or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05(iii) any Excluded Liability. (d) For purposes of determining the amount of Losses pursuant to this ARTICLE VIIIArticle IX, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) Seller and SED Subject to Section 7.04(c), Company shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(a) exceeds $500,000 50,000 (the “Basket”), in which event Seller Company shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The Subject to Section 7.04(c) and Section 7.07, the aggregate amount of all Losses for which Seller and SED Company shall be liable pursuant to Section 8.02(a7.02(a) shall not exceed 100% fifteen percent (15%) of the nominal value of Transaction Shares issued to OPKO, based on the Purchase Closing Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Subject to Section 7.04(c), Buyer and DSS shall not be liable to the Seller Company Indemnitees for indemnification under Section 8.03(a7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The Subject to Section 7.04(c), the aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a7.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.04(a) and Section 8.04(b7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation Fundamental Representation, (ii) intentional breach, intentional misrepresentation, criminal misconduct, or warranty in fraud by any Indemnifying Party, or (iii) Section 3.017.02(c), Section 3.037.02(d), or Section 3.207.03(c) (collectively, Section 3.22, Section 3.28, Section 4.01 and Section 4.05the “Indemnification Exclusions”). (d) For purposes of this ARTICLE VIIIArticle VII, notwithstanding anything contained herein to the contrary, any inaccuracy in or breach or alleged breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED FSH Members shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 180,000 (the “Basket”), in which event Seller FSH Members shall be required to pay or only be liable for all such Losses from that exceed the first dollarBasket. The aggregate amount of all Losses for which Seller and SED FSH Members shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $900,000 (the “Cap”). (b) Buyer and DSS Parent shall not be liable to the Seller Member Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parent shall be required to pay or only be liable for all such Losses from that exceed the first dollarBasket. The aggregate amount of all Losses for which Buyer Parent shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of : (i) any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.033.02(a), Section 3.203.04, Section 3.22, and Section 3.28; (ii) any indemnification claim made by a Parent Indemnitee pursuant to Section 8.02(b), or Section 8.02(c); (iii) any inaccuracy in or breach of any representation or warranty in Section 4.01 and Section 4.054.04; or (iv) any indemnification claim made by a Member Indemnitee pursuant to Section 8.03(b); provided, however, that: (A) the aggregate amount of liability of the FSH Members for the matters described in Section 8.04(c)(i)-(ii) shall not exceed $9,000,000; and (B) the aggregate amount of liability of Parent for the matters described in Section 8.04(c)(iii)-(iv) shall not exceed $9,000,000. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer PubCo Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 50,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $6,500,000 (the “Cap”). (b) Buyer and DSS PubCo shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer PubCo shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer PubCo shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation Seller Fundamental Representation or warranty in Section 3.01PubCo Fundamental Representation, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05respectively. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED For purposes of this ARTICLE VIII, the amount of any Losses, but not for the purpose of determining whether there has been any inaccuracy in or breach of any representation or warranty, shall not be liable determined without regard to the Buyer Indemnitees any materiality, Material Adverse Effect or similar qualification contained in or otherwise applicable to a representation or warranty. (b) The Members shall have no liability for indemnification under pursuant to Section 8.02(a) until with respect to Losses for which indemnification is provided unless the aggregate amount of all Losses in respect of indemnification under Section 8.02(aexceeds One Hundred Fifty Thousand Dollars ($150,000) exceeds $500,000 (the “Basket”), in which event Seller case the Members shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount liability of all Losses for which Seller and SED shall be liable pursuant to the Members under Section 8.02(a) shall not exceed 100% the amount of the nominal value of the Purchase Price set forth in Section 2.02 Holdback Amount. (as adjusted c) Parent shall have no liability for indemnification pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until with respect to Losses for which indemnification is provided unless the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer case Parent shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount liability of all Losses for which Buyer shall be liable pursuant to Parent under Section 8.03(a) shall not exceed the Capamount of the Holdback Amount. (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.04(b) and Section 8.04(b8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any for and any claims arising from fraud, criminal activity or willful misconduct, or for any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02(a), Section 3.03, Section 3.203.04, Section 3.223.11, Section 3.283.21, Section 4.01 and Section 4.054.06. (de) For purposes The amount of any Losses for which indemnification is provided under this ARTICLE VIII, any inaccuracy in or breach VIII shall be net of any representation amounts actually recovered by the Indemnified Party under insurance policies with respect to such Losses (net of any costs to recover such insurance payments and any increased premiums resulting therefrom). Each Indemnified Party shall act in good faith and a commercially reasonable manner to mitigate any Losses they may pay, incur, suffer or warranty sustain for which indemnification is available hereunder to the extent required by applicable Law. Notwithstanding the foregoing or anything in this Agreement to the contrary, no Indemnified Party shall be determined without regard have any obligation to seek recovery from any third party or pursue recovery under any insurance policy with respect to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyLosses.

Certain Limitations. The indemnification provided for in Section 8.02 5.2 and Section 8.03 5.3 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Purchaser Indemnitees for indemnification under Section 8.02(a5.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a5.2(a) exceeds $500,000 25,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS Purchaser shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a5.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a5.3(a) exceeds the Basket, in which event Buyer Purchaser shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a5.4(a) and Section 8.04(b5.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.012.1, Section 3.032.2, Section 3.202.3, Section 3.222.9, Section 3.282.11(d), Section 4.01 2.11(e), Section 2.11(f), Section 2.14, Section 2.16, Section 2.17, Section 2.18, Section 3.1, and Section 4.053.2. (d) Seller shall not be liable to the Seller Indemnitees for indemnification under Section 5.2(c) until the amount of all such Losses exceeds, in the aggregate, $50,000 (the “Deductible”), in which event Seller shall only pay or be liable for Losses in excess of the Deductible. (e) For purposes of this ARTICLE VIIISection 5, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) Seller and SED Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) (i) for Losses that do not exceed $15,000 (the “Minimum Claim Amount”), and (ii) until the aggregate amount of all Losses, which Losses in respect of indemnification under Section 8.02(aindividually exceed the Minimum Claim Amount, exceed five hundred thousand Dollars ($500,000) exceeds $500,000 (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Sellers shall be liable pursuant to Section 8.02(a7.02(a) shall not exceed 100% of the nominal value ten percent (10%) of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS Buyers shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.03(a) exceeds the Basket, in which event Buyer Buyers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Buyers shall be liable pursuant to Section 8.03(a7.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.04(a) and Section 8.04(bor 7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.01, Section 3.034.03, Section 3.204.09, Section 3.224.16(a)(ii), Section 3.284.19, and Sections 5.01 through Section 4.01 and Section 4.055.06. (d) For Solely for purposes of calculating the amount of Losses related to this ARTICLE VIIIVII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. For the avoidance of doubt, such qualifications shall not be disregarded for any other purposes, including for the purpose of determining whether there has been an inaccuracy in or breach of such representation or warranty. (e) Sellers shall not be liable to the Buyer Indemnitees under Section 7.02 for any Losses or alleged Losses related to any environmental investigation, monitoring, corrective, cleanup, removal or remedial action: (i) with respect to any condition of contamination identified through any environmental testing, sampling or analysis, or any report to any Governmental Authority, in either case unless (w) required to be performed or made by Buyers pursuant to Environmental Law, (x) expressly directed by a Governmental Authority, which direction shall be delivered to Sellers, (y) required by a contractual obligation, including without limitation, the Leases or (z) required in response to a Third Party Claim, in the case of (w), (y) and (z), as reasonably determined by counsel to Buyers (which may be internal counsel), which determination shall be communicated to Sellers in advance of any action (other than actions taken in response to any emergency); and (ii) except to the extent such action is performed in a reasonably cost effective manner in order to achieve compliance with Environmental Laws or as directed by a Governmental Authority assuming continued industrial use of the Leased Real Property and employing applicable risk based standards and institutional controls as permitted pursuant to Environmental Laws or as directed by a Governmental Authority. (f) Payments by an Indemnifying Party (defined below) pursuant to Section 7.02 or Section 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (defined below) in respect of any such claim; provided, that, with respect to insurance proceeds, such deductions shall be net of any increase in insurance premiums of the Indemnified Party that are directly related to the Loss in question (as established in writing to the reasonable satisfaction of the Indemnifying Party); provided, further, that if any such insurance or similar proceeds are collected following an applicable payment by an Indemnifying Party to an Indemnified Party, then the Indemnified Party shall promptly pay over such insurance or similar proceeds to the Indemnifying Party. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (g) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, unless if, in each case, awarded to a third party by a court of competent jurisdiction in a final and non-appealable judgment and actually paid by the Indemnified Party to the third-party claimant. (h) The aggregate amount of all Losses for which Sellers shall be liable pursuant to this Agreement and the Transaction Documents shall not exceed the Purchase Price. (i) Pursuant to Section 2.05, Sellers will retain, following the Closing, certain rights and obligations with respect to the Excluded Environmental Liabilities. As used herein, the term “Excluded Environmental Liability” means any Liability that (A) (i) arises under any Environmental Law or is related to Hazardous Materials and (ii) constitutes an Excluded Liability pursuant to the terms of this Agreement or (B) results from an inaccuracy in the representation and warranties set forth in Section 4.18. In furtherance of those rights and obligations, except as provided in Section 7.05 with respect to Third Party Claims, Sellers are hereby authorized by Buyers to negotiate in good faith the settlement of any matter to the extent directly related to Sellers’ rights and obligations with respect to the Excluded Environmental Liabilities under this Agreement, provided that in so doing, Sellers consult with Buyers and include Buyer in communications with Governmental Authorities. With respect to any remedial action that is an Excluded Environmental Liability, to the extent such actions are permitted to be taken by the tenant (or its agent) pursuant to the terms of the applicable Lease:

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) Seller and SED The Shareholder shall not be liable to the Buyer Indemnitees Sollensys Indemnified Parties for indemnification under Section 8.02(a) 9.02 until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) 9.02 exceeds $500,000 25,000 (the “Basket”), in which event Seller the Shareholder shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket subject to the other limitations contained herein including the Cap. The aggregate amount For the avoidance of all Losses for which Seller doubt, the Basket shall not apply to any obligation of the Company and SED shall the Shareholder to pay any amounts as may be liable due and payable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”8.02(b). (b) Buyer and DSS Sollensys shall not be liable to the Seller Indemnitees Shareholder Indemnified Parties for indemnification under and Section 8.03(a) 9.03 until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) 9.03 exceeds the Basket, in which event Buyer Sollensys shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket subject to the other limitations contained herein including the Cap. The aggregate amount For the avoidance of all Losses for which Buyer doubt, the Basket shall not apply to any obligation of Sollensys to pay any amounts as may be liable due and payable pursuant to Section 8.03(a) shall not exceed the Cap8.02(a). (c) Notwithstanding The Parties acknowledge and agree that the foregoingmaximum liability of the Shareholder, on the limitations set forth in Section 8.04(a) one hand, and Section 8.04(b) shall not apply Sollensys, on the other hand, for indemnification pursuant to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty Article IX shall be determined without regard the sum of $1,000,000 (the “Cap”), and neither the Shareholder, on the one hand, or Sollensys, on the other hand, shall have any liability to any materiality, Company Material Adverse Effect or the other similar qualification contained in or otherwise applicable to such representation or warrantyexcess of the Cap.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller The Company and SED Linden shall not be liable to the Buyer Aspen Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of the Aspen Indemnitees are entitled to indemnification under Section 8.02(a) exceeds one hundred thousand dollars ($500,000 100,000) (the “Basket”), in which event Seller the Company and Linden shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer Subject to any other provisions in the Agreement to the contrary, the maximum amount payable by the Company and DSS Linden to all Aspen Indemnitees for Losses in respect of indemnification under Section 8.02 shall not exceed (i) other than with respect to the breach of a Fundamental Representation, fifty percent (50%) of the Purchase Price, and (ii) solely with respect to the breach of a Fundamental Representation, the Purchase Price. (c) Aspen and Newco shall not be liable to the Seller Company Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Aspen shall be required to pay or be liable for all such Losses from the first dollar. . (d) The maximum amount payable by Aspen and Newco in the aggregate amount to all Company Indemnitees for Losses in respect of all Losses for which Buyer shall be liable pursuant to indemnification under Section 8.03(a) 8.03 shall not exceed $4,500,000 plus any outstanding amounts owing under the CapConvertible Note. (ce) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01any Fundamental Representation, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05or any action based on fraud including common law fraud. (df) For purposes of this ARTICLE Article VIII, for purposes of calculating Losses (but not determining whether a breach has occurred), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (g) Each Indemnified Party must act promptly to avoid or mitigate any Losses which it or any other Indemnified Party may suffer in consequence of any fact, matter or circumstance giving rise to a claim for indemnification under this Agreement or likely to give rise to a claim for indemnification under this Agreement and no Indemnified Party shall be entitled to recover under this Agreement to the extent of any Losses that could have been avoided but for the Indemnified Party’s failure to avoid or mitigate such Losses.

Certain Limitations. The indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) Seller and SED Securityholders shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a8.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a8.2(a) exceeds $500,000 130,000 (the “Basket”), in which event Seller Securityholders shall be required to pay or be liable for all such Losses from the first dollar, and the sole and exclusive source of payment for a claim under this Section 8.2 shall be limited to the Escrow Amount, other than in the case of fraud in the making of an express representation contained in Article III. (b) Parent shall not be liable to the Securityholder Indemnitees for indemnification under Section 8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the Basket, in which event Parent shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Parent shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the CapEscrow Amount. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) Basket shall not apply to (i) Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in of (a) Section 3.013.1 (Organization and Qualification of the Company), Section 3.033.2(a) (Authority), Section 3.203.4 (Capitalization), Section 3.223.12 (Intellectual Property), 3.22 (Taxes), Section 3.283.23 (Protection of Personal Information), or Section 4.01 and 3.26 (Brokers) (collectively, the “Fundamental Representations”), or (ii) any amounts payable to Parent pursuant to Section 4.052.16. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty and the amount of any Losses shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) No claim shall be made with respect to Losses arising out of any breach of the representations or warranties contained in Article III or any violation of any covenant to the extent there has been a corresponding reduction for such Losses under Section 2.16. (f) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by an Indemnified Party shall be calculated after giving effect to any proceeds or recoveries actually received by the Indemnified Party from any other third party, including any proceeds from insurance policies covering the event or claim giving rise to the indemnification obligation, net of (i) any costs of collecting such insurance proceeds or recoveries, including the amount of any co-payment or deductible, (ii) an amount equal to the amount of Loss for which indemnification was not received by reason of the application of this Section 8.4 and (iii) that portion of any premium increase in the next policy period of the applicable insurance policy or replacement insurance policy that results from the assertion of such claim, as determined by correspondence from the insurance carrier or insurance broker to the Indemnified Party, a copy which shall have been provided to the Indemnifying Party). Except as set forth in the next sentence, nothing in this Section 8.4(f) shall require any party to seek recovery under any insurance policy. The parties hereto agree that if the applicable insurance policy is a Company policy in existence prior to the Closing, then the applicable Indemnified Party shall use commercially reasonable efforts to seek recovery under such policy. Neither Parent nor any of its Affiliates shall be required to maintain any Company policy in existence after the Closing.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 350,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such only those Losses from in excess of the first dollarBasket, subject to the other limitations on indemnification set forth herein. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)$15,000,000. (b) [Reserved]. (c) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap$5,000,000. (cd) Subject to Section 8.04(e), (i) the aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02 shall not exceed an amount equal to the BFI Consideration Share Amount and (ii) the aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03 shall not exceed an amount equal to $15,000,000. (e) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a), Section 8.04(c) and Section 8.04(b8.04(d) shall not apply to Losses based upon, arising out of, (i) with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 the Seller Fundamental Representations and Section 4.05the Buyer Fundamental Representations; or (ii) the Fraud of the indemnifying party. (df) For Solely for purposes of ARTICLE VI and this ARTICLE VIII, any inaccuracy notwithstanding anything to the contrary contained herein, in determining the amount of Losses suffered by the Seller Indemnitees or the Buyer Indemnitees related to (but not the existence of) a breach of any representation representation, warranty, agreement, or warranty covenant in this Agreement, the representations and warranties set forth in this Agreement and any such applicable agreement or covenant contained in this Agreement shall be determined considered without regard to any materiality, Company “material,” “Material Adverse Effect Effect,” or similar qualifications set forth therein. (g) The amount of any Losses for which indemnification is provided for under this Agreement shall be: (i) reduced by (A) any amounts received by the Indemnified Party as a result of any indemnification, contribution or other similar qualification contained in payment by any third party; provided, however, for the avoidance of doubt, that, following the Closing, the Company shall not have any contribution obligations with respect to Seller’s indemnification obligations set forth herein, (B) any insurance proceeds or otherwise applicable other amounts received by the Indemnified Party from third parties with respect to such representation Losses, and (C) any Tax benefit actually realized by the Indemnified Party from the incurrence or warrantypayment of any such Losses in the taxable year, or the four (4) subsequent taxable years, of the incurrence or payment of any such Losses; and (ii) increased by an amount equal to any Tax imposed on the receipt of such indemnity payment. Any such payment under this Section 8.04(g) shall be treated as an adjustment to the Total Consideration. (h) No claim for indemnification may be made by a Buyer Indemnitee and no indemnification shall be required to the extent that (i) the Losses sustained or incurred by such member of the Buyer Indemnitees for which indemnification is sought were accrued or reflected on the Financial Statements, or (ii) such Losses are attributable to any action taken by Buyer or an Affiliate thereof after the Closing. (i) If the Indemnifying Party makes any payment on any indemnifiable claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party against any third party in respect of the Losses to which the payment related. The Parties will execute upon request all instruments reasonably necessary to evidence and perfect the above subrogation rights. (j) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto. (k) Notwithstanding anything to the contrary in this ARTICLE VIII, no Indemnified Party shall be entitled to be indemnified under this ARTICLE VIII for any Losses to the extent such Losses were (i) recovered pursuant ARTICLE VI (Tax Matters) or (ii) recovered pursuant to Section 2.05 (Locked Box and Leakage).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Sellers shall not be liable required to the indemnify Buyer Indemnitees for indemnification under pursuant to Section 8.02(a) unless and until the aggregate amount of all Losses in respect of indemnification the Purchaser Indemnified Parties are entitled to recover under Section 8.02(a) exceeds exceed $500,000 5,000 (the “BasketDeductible”), in which event Seller and then the Sellers shall be required to pay or be liable indemnify the Buyer Indemnitees, subject to the Cap, for all the full amount of such Losses from in excess of the first dollarDeductible limitation. The In addition, the Sellers shall not be required to indemnify the Buyer Indemnitees pursuant to Section 8.02(a) if the aggregate amount of Losses is in excess of $4,000,000 (the “Cap”). Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply if the Sellers are required to indemnify Buyer Indemnitees pursuant to Section 8.02(a) with respect to any breach of a Fundamental Representation. For the avoidance of doubt, neither the Cap nor the Deductible shall not apply if the Sellers are required to indemnify Purchaser pursuant to Sections 8.02(b), (c), or (d). Except in cases of fraud, criminal activity or willful misconduct, the aggregate amount of all Losses for which Seller and SED the Purchaser Indemnified Parties are entitled to recover under Section 8.02 shall be liable pursuant limited to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollarPrice. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The party making a claim under this ARTICLE VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this ARTICLE VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) Seller and SED The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a7.02(a) or Section 7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(a) or Section 7.03(a) exceeds $500,000 (the “BasketDeductible”), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 7.02(a) or Section 7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $5,000,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which Seller and SED an Indemnifying Party shall be liable pursuant to Section 8.02(a7.02(a) or Section 7.03(a) as the case may be, shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 $5,000,000 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer . Notwithstanding the foregoing, the Deductible and DSS the Cap shall not be liable apply to any breach of the following representations and warranties by the Seller Indemnitees for indemnification under Parties: (1) Section 8.03(a3.01 (Organization and Authority of Seller); (2) until Section 3.02 (Organization, Authority and Qualification of the aggregate amount of all Losses in respect of indemnification under Company); (3) Section 8.03(a3.03 (Capitalization); (4) exceeds Section 3.05 (No Conflicts, Consents); (5) Section 3.07 (Undisclosed Liabilities); (6) Section 3.19 (Brokers), and (7) Section 3.21 (Certain Seller Party Representations and Warranties); and the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from Deductible and the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) Cap shall not exceed apply to any breach of the Capfollowing representations and warranties by Buyer: (1) Section 4.01 (Organization and Authority of Buyer); Section 4.02 (No Conflicts; Consents); (3) Section 4.05 (Authority for Buyer Shares; Capitalization); (4) Section 4.04 (Brokers); and (5) Section 4.11 (Undisclosed Liabilities). (c) Notwithstanding Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect of any Loss shall be limited to the foregoingamount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the limitations set forth Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 8.04(a7.02 or Section 7.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and Section 8.04(bcause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not apply to be liable under this ARTICLE VII for any Losses based upon, upon or arising out of, with respect to or by reason of any inaccuracy in or breach of any representation of the representations or warranty warranties of Seller contained in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes this Agreement if Buyer had knowledge of this ARTICLE VIII, any such inaccuracy in or breach of any representation or warranty shall be determined without regard prior to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantythe Closing.

Certain Limitations. The indemnification provided for in Section 8.02 9.01 and Section 8.03 9.02 shall be subject to the following limitations: (a) Seller and SED The USA Hemp Members shall not be liable to the Buyer Indemnitees Company Indemnified Parties for indemnification under Section 8.02(a) 9.01 until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) 9.01 exceeds $500,000 10,000 (the “Basket”), in which event Seller the USA Hemp Members shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% in excess of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant Basket up to Section 2.04) a maximum amount equal to $1,000,000 (the “Cap”), and provided that, in the event that the indemnification obligations are those of less than all of the USA Hemp Members pursuant to the last sentence of Section 9.01, then the Basket and the Cap shall be applied to such indemnifying USA Hemp Member(s) pro rata based on the percentage of Membership Interests held by such USA Hemp Member(s) as of the Effective Date, such that, by way of example and not limitation, if a USA Hemp Member is so obligated to indemnify the Company Indemnified Parties pursuant to such section and held 50% of the total Membership Interests as of the Effective Date, the Basket would be $5,000 and the Cap would be $500,000. Any such utilization or satisfaction of the Basket and the Cap by one or more of the USA Hemp Members as a result of the preceding sentence shall apply to any later determinations of the utilization or satisfaction of the Basket and the Cap. (b) Buyer and DSS The Company shall not be liable to the Seller Indemnitees USA Hemp Indemnified Parties for indemnification under Section 8.03(a) 9.02 until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) 9.02 exceeds the Basket, in which event Buyer the Company shall be required to pay or be liable for all such Losses from in excess of the first dollar. The aggregate Basket up to a maximum amount of all Losses for which Buyer shall be liable pursuant equal to Section 8.03(a) shall not exceed the Cap, which shall in such case be applied to all of the USA Hemp Members as a group. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 ‎Section 7.02 and Section 8.03 ‎Section 7.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(a) exceeds $500,000 1% of the Purchase Price (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a7.02(a) shall not exceed 10020% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.03(a) until the aggregate amount of all Losses in respect of the indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a7.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.04(a) and Section 8.04(b7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.203.07, Section 3.22, Section 3.28, Section 4.01 3.10 and Section 4.053.15. (d) For purposes of this ARTICLE VIII‎Section 7.04, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 2,000,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from in excess of the first dollar$1,000,000 of such Losses. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $30,000,000 (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollar$1,000,000 of such Losses. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in (x) fraud, criminal activity, or breach willful misconduct of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.party hereto or

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED The Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in (other than with respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.01 (Organization and Qualification of the Sellers), Section 3.034.02 (Authority of the Sellers), Section 3.204.03 (No Conflicts; Consents), Section 3.224.07 (Title to Purchased Assets), the last sentence of Section 4.08 (Condition and Sufficiency of Assets), Section 3.284.14 (Taxes), Section 4.01 and 4.15 (Kylie), Section 4.054.18 (Brokers) (collectively, the “Buyer Deductible Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Deductible Exclusions) exceeds 0.5% of the Purchase Price (the “Deductible”), in which event the Sellers shall be required to pay or be liable for all such Losses that exceed the Deductible up to an aggregate amount equal to 25% of the Purchase Price (the “Indemnity Cap”). (db) For purposes The Buyers shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty in Section 5.01 (Organization of the Buyers), Section 5.02 (Authority of the Buyers), Section 5.03 (No Conflicts; Consents) and Section 5.04 (Brokers) (collectively, the “Seller Deductible Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Deductible Exclusions) exceeds the Deductible, in which event the Buyers shall be determined without regard required to any materiality, Company Material Adverse Effect pay or other similar qualification contained in or otherwise applicable be liable for all such Losses that exceed the Deductible up to such representation or warrantyan aggregate amount equal to the Indemnity Cap.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.03 (and, with respect to Section 9.04(c), Section 6.03) shall be subject to the following limitationslimitations and additional provisions: (a) Seller Except as set forth in Section 9.04(c), Holdings and SED the Parent Share Recipients shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.02(a) exceeds an amount equal to $500,000 463,101 (the “BasketDeductible”), in which event Seller Holdings and the Parent Share Recipients shall be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The Except as set forth in Section 9.04(c), the aggregate amount of all Losses for which Seller Holdings and SED the Parent Share Recipients shall be liable pursuant to Section 8.02(a9.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant an amount equal to Section 2.04) $9,262,024 (the “Cap”) (except for (i) any Losses related to any inaccuracy in or breach of any Fundamental Representations, which are subject to the limitation set forth in Section 9.04(c), and (ii) any Losses on the part of the Parent Indemnitee claiming indemnification hereunder resulting from Fraud, intentional misrepresentations and intentional misconduct, which shall not be subject to the Cap). (b) Buyer and DSS Except as set forth in Section 9.04(c), Parent shall not be liable to the Seller Holdings Indemnitees for indemnification under Section 8.03(a9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.03(a) exceeds the BasketDeductible, in which event Buyer Parent shall be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The Except as set forth in Section 9.04(c), the aggregate amount of all Losses for which Buyer Parent shall be liable pursuant to Section 8.03(a9.03(a) shall not exceed the Cap (except for any Losses on the part of a Holdings Indemnitee claiming indemnification hereunder resulting from Fraud, intentional misrepresentations and intentional misconduct, which shall not be subject to the Cap). (c) Notwithstanding anything to the foregoingcontrary herein, (i) the limitations set forth in Section 8.04(a9.04(a) and Section 8.04(b9.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation Fundamental Representation, (ii) the aggregate amount of all Losses based upon, arising out of, with respect to or warranty by reason of any inaccuracy in or breach of any Fundamental Representation, for which Holdings and the Parent Share Recipients shall be liable pursuant to Section 3.019.02(a), or for which Parent shall be liable pursuant to Section 3.039.03(a), Section 3.20shall not exceed one hundred percent (100%) of the Actual Closing Merger Consideration, Section 3.22(iii) in no event shall Holdings’ and the Parent Share Recipients’ liability pursuant to Article VI and this Article IX exceed the value (as if such amounts were all received as of Closing) of the Actual Closing Merger Consideration that Holdings and the Parent Share Recipients actually receive, Section 3.28, Section 4.01 and Section 4.05(iv) in no event shall Holdings or any Parent Share Recipient’s liability pursuant to Article VI and this Article IX exceed the value (as if such amounts were all received as of Closing) of its Pro Rata Share of the Actual Closing Merger Consideration that Holdings actually received and did not distribute to the Parent Share Recipients or that any such Parent Share Recipient actually received. (d) For Notwithstanding anything to the contrary elsewhere in this Agreement, for purposes of this ARTICLE VIII, calculating the amount of any Losses with respect to any inaccuracy in or breach of any representation or warranty related to Arches, the amount of such Losses shall first be multiplied by the Company Arches Percentage before determining what amounts are otherwise indemnifiable pursuant to Section 9.02, which resulting amounts shall remain subject to the other limitations set forth in this Section 9.04. (e) For purposes of this Section 9.04, in determining the existence of an inaccuracy in or a breach of any representation or warranty and for purposes of calculating the amount of any Losses with respect to any inaccuracy in or breach of any representation or warranty, the amount of such Losses shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) Any indemnification payment required under this Article IX shall be adjusted for the amount of any Losses that are actually recovered from any insurance proceeds (net of cost of enforcement and collection of insurance proceeds and deductibles and increases in insurance premiums) and any indemnity, contribution or similar payment received by the Indemnified Party in respect of any such Losses. Each party shall use commercially reasonable efforts to assert a claim where coverage for such claim may be available pursuant to applicable existing insurance policies; provided, that neither Parent Indemnitees nor Holdings Indemnitees will have any obligation to have any claims under such insurance policies finally resolved prior to making a claim for indemnification hereunder. (g) No party shall be entitled to (i) double recovery for any indemnifiable Losses even though such Losses may have resulted from the breach of more than one of the representations, warranties, agreements and covenants in this Agreement or (ii) recover any Losses with respect to Excluded Taxes or, without duplication, any amounts to the extent such amounts were treated as liabilities or were otherwise specifically taken into account in computing the Total Merger Consideration. (h) Nothing in this Agreement is intended to limit any obligation under applicable Law with respect to mitigation of damages.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 100,000.00 (the “BasketDeductible”), in which event Seller shall be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $1,000,000.00 (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the BasketDeductible, in which event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to of or by reason of any inaccuracy in or breach of any representation Seller Fundamental Representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05Buyer Fundamental Representation. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar materiality qualification contained in or otherwise applicable to such representation or warranty, except that such materiality scrape shall not apply to Section 4.04, Section 4.05 or Section 4.06(a). (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (f) In addition to the Cap, the aggregate amount of all Losses arising out of or by reason of any breach of any Seller Fundamental Representation or Buyer Fundamental Representation shall not exceed the Purchase Price. (g) Any indemnification obligation under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such obligation constituting a breach of more than one representation, warranty, covenant or agreement hereunder. (h) No Buyer Indemnitee shall be entitled to receive indemnification for any item of Loss to the extent such item is included in the Purchase Price adjustment calculations under Section 2.06.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in (other than with respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.203.04, Section 3.223.10(a), Section 3.283.12(c) or Section 3.24 (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 4.01 and Section 4.058.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $500,000 (the “Deductible”), in which event Sellers shall only be required to pay or be liable for Losses in excess of the Deductible. (db) For purposes Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.04 or Section 4.06 (the “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds the Deductible, in which event Buyer shall only be required to pay or be liable for Losses in excess of the Deductible. (c) The Buyer Indemnitees shall not be indemnified pursuant to Section 8.02(a) with respect to any Loss (other than those based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.10(a), Section 3.12(c) or Section 3.24 (the “Buyer Cap Exclusions”)) if the aggregate of all Losses (other than those based upon, arising out of, with respect to or by reason of the Buyer Cap Exclusions) for which the Buyer Indemnitees have received indemnification pursuant to Section 8.02(a) has exceeded $5,000,000. (d) The Seller Indemnitees shall not be indemnified pursuant to Section 8.03(a) with respect to any Loss (other than those based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.04 or Section 4.06 (the “Seller Cap Exclusions”)) if the aggregate of all Losses (other than those based upon, arising out of, with respect to or by reason of the Seller Cap Exclusions) for which the Seller Indemnitees have received indemnification pursuant to Section 8.03(a) has exceeded $5,000,000. (e) Solely for purposes of determining the cost of Losses that an Indemnifying Party is obligated to pay or reimburse an Indemnified Party for pursuant to this Article VIII and not for purposes of determining whether an inaccuracy in or breach of a representation or warranty has occurred for which an Indemnifying Party has an indemnification obligation pursuant to this Article VIII, the Loss incurred from such inaccuracy or breach shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) No party shall be entitled to indemnification for any Loss that was the subject of the Working Capital calculation set forth in Section 2.03. The amount of any Losses payable under Section 8.02 or Section 8.03 by the Indemnifying Party shall be: (i) net of any amounts recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor; (ii) reduced by an amount equal to any Tax benefit realized by the Indemnified Party arising from or related to the incurrence or payment of such Losses; and (iii) increased by any Tax detriment associated with the receipt, or right to receive indemnification hereunder; and to the extent the Indemnified Party recognizes a Tax benefit in a year after the receipt of the indemnification payment pursuant to this Section 8.04(f), the Indemnified Party shall pay the amount of such Tax benefit to the Indemnifying Party as such Tax benefits are recognized by the Indemnified Party. The amount of any “Tax benefit” recognized by an Indemnified Party with respect to each Tax year shall be the amount of the relevant deduction, expense, loss, or similar Tax item that accrues to an Indemnified Party for the applicable Tax year multiplied by the effective tax rate of the Indemnified Party for such Tax year. If the Indemnified Party receives any amounts under applicable insurance polices, or from any other Person alleged to be responsible for any Losses in respect of such Losses subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. Notwithstanding anything in this Article VIII, no Indemnified Party or its successors or assigns shall have any right or entitlement to indemnification from an Indemnifying Party for any Losses to the extent that such Indemnified Party or its successors and assigns had already recovered for the Losses with respect to the same matter pursuant to any other provision of this Agreement, and such Indemnified Parties shall be deemed to have waived and released any claims for such Losses and shall not be entitled to assert any such claim for indemnification for such Losses.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Subject to Section 7.3(c), the Securityholders shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable make any indemnification payment pursuant to Section 8.02(a7.2(a)(i) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in this Agreement until such time as the total amount of all Damages exceeds $250,000 in the aggregate (the “Threshold”). If the total amount of such Damages exceeds the Threshold, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the full amount of all Damages (and not merely the portion of such Damages exceeding the Threshold). (b) Subject to Section 3.017.3(c), recourse by the Indemnitees to the portion of the Escrow Fund and the Recoverable Milestone Payments shall be the Indemnitees’ sole and exclusive remedy for monetary Damages resulting from the matters referred to in Section 3.037.2(a)(i). (c) The limitations set forth in Section 7.3(b) shall not apply: (i) in the case of Fraud; (ii) to inaccuracies in or breaches of any of the Specified Representations; (iii) to the matters referred to in Sections 7.2(a)(ii) through 7.2(a)(viii). Except in the case of Fraud committed by a Securityholder, the total amount of indemnification payments that each Securityholder can be required to make to the Indemnitees pursuant to Section 3.207.2 shall be limited to an amount equal to the aggregate amount of Purchase Price actually paid (or, but for such Securityholder’s obligations under this Section 3.227, Section 3.28payable) to such Securityholder under this Agreement (inclusive of any amounts contributed on account of such Securityholder to the Escrow Fund and Representative’s Expense Fund Amount, Section 4.01 and Section 4.05prior to the deduction or withholding of any Taxes). (d) Without limiting the effect of any other limitation contained in this Section 7, for purposes of computing the amount of any Damages payable to the Indemnitees under this Section 7, such Damages shall be reduced by an amount equal to the amount of any insurance proceeds received by Purchaser or any of its Affiliates under any insurance policy of the Company in effect as of the date of this Agreement (net of actual out-of-pocket costs of recovery and/or enforcement, deductibles and retro-premium adjustments) in connection with such Damages or any of the circumstances giving rise thereto (it being understood that Purchaser shall have no obligation to pursue recovery from any insurance policy). (e) Subject to the provisions of Section 7.3(f), so long as there is any amount in the Escrow Fund that is not otherwise subject to a pending claim, any recovery of a claim under Section 7.2(a)(i) (other than a claim based on Fraud or a claim based on a breach of a Specified Representation), shall be from the Escrow Fund. Purchaser shall be entitled to recover directly from any Securityholder with a respect to a claim under Section 7.2(a)(i) only to the extent that there are no remaining funds in the Escrow Fund that are not subject to a pending claim. In the event the Indemnitees is recovering directly from any Securityholder, such Securityholder shall be entitled to pay such recovery in any allocation of cash or shares of Purchaser Common Stock such Securityholder desires. For purposes of this ARTICLE VIIISection 7, the value of each share of Purchaser Common Stock shall be equal to the Deemed Value. Upon determination in accordance with this Agreement by a Securityholder to pay any inaccuracy portion of an Indemnitees recover in or breach shares of Purchaser Common Stock issued hereunder, such Securityholder shall take all reasonable action requested by Purchaser to effect the cancellation of such shares, including returning the stock certificate evidencing such shares to Purchaser. Notwithstanding the foregoing, upon determination in accordance with this Agreement that an Indemnitee is entitled to recover shares of Purchaser Common Stock issued hereunder, Purchaser shall be entitled to cancel on its books any stock certificate evidencing such shares and, upon such cancellation, such shares shall cease to be outstanding. (f) Purchaser shall have the right to reduce and set off, without duplication, the amount of any representation or warranty Recoverable Milestone Payment that Purchaser would otherwise be required to pay pursuant to Section 1.3 by an amount equal to such Damages. If at the time any Recoverable Milestone Payment is due and payable there shall be determined without regard any outstanding indemnification claim pursuant to any materialitythis Section 7, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable then the amount of Damages with respect to which shall not have been finally determined, then the amount of such Recoverable Milestone Payment shall be reduced by the amount of Damages that Purchaser reasonably estimates to be subject to such representation or warrantyindemnification claim and withheld by Purchaser until such time as such claim has been finally resolved in accordance with this Agreement. If the final amount of Damages for such claim is less than the amount by which such Recoverable Milestone Payment was reduced for such claim, then Purchaser shall promptly deliver the difference to the Paying Agent for further distribution to the Securityholders.

Certain Limitations. The indemnification provided for in Section 8.02 8.1, Section 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) Seller The Company and SED Halcyon shall not be liable to Purchaser Indemnitees for indemnification (i) under Section 8.1(a), and (ii) under Section 8.1(b) to the extent related to breaches of covenants and agreements to be performed at or prior to Closing, for Losses in excess of $1,333,333 (the “Cap”) in the aggregate. If Losses under Section 8.1(a) and Section 8.1(b) for breaches of covenants and agreements to be performed at or prior to Closing exceed the Cap, the Company and Halcyon shall be liable for $1,333,333. The Cap shall apply to claims against the Company, Halcyon and the Halcyon Members in the aggregate. (b) Purchaser shall not be liable to the Buyer Indemnitees Company for indemnification under Section 8.02(a8.3(a) until the aggregate amount of all for Losses in respect excess of indemnification the Cap in the aggregate. If Losses under Section 8.02(a8.3(a) exceeds $500,000 (exceed the “Basket”)Cap, in which event Seller Purchaser shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap$1,333,333. (c) Notwithstanding anything in Section 8.6(a)-(b) to the foregoingcontrary, the limitations set forth in Section 8.04(a) and Section 8.04(b) Cap shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05the Transactional Reps. (d) For purposes The maximum indemnification obligation of Purchaser under Section 8.3(a) for its Transactional Reps and under Section 8.3(b) and Section 8.3(c) shall not exceed the total consideration paid to the Company. The maximum indemnification obligation of the Company and Halcyon under Section 8.1(a) for their Transactional Reps and under Sections 8.1(b)-(f) (except for Section 8.1(b) pre-closing breaches, which are covered in Section 8.6(a) above), shall not exceed $3,750,000 in the aggregate. (e) Notwithstanding any other provision of this ARTICLE VIIIAgreement to the contrary, any inaccuracy no Indemnified Party shall be entitled to indemnification from the Indemnifying Party pursuant to this Agreement unless and until the aggregate of all Losses pertaining thereto exceeds Fifty Thousand Dollars ($50,000.00) (the “Loss Threshold”), after which the Indemnified Party shall be entitled to indemnification from the Indemnifying Party for all such Losses including the Loss Threshold. (f) Notwithstanding anything in this Agreement to the contrary, nothing herein shall limit or breach impair liability of any representation Party for intentional misrepresentation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyfraud.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Buyer’s Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 100,000 (the “Basket”"Deductible"), in which event Seller shall only be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) 8.02 shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $2,000,000 (the “"Cap”"). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the BasketDeductible, in which event Buyer shall only be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.01, Section 3.034.02, Section 3.204.07, Section 3.224.16, Section 3.285.01, Section 4.01 5.02 and Section 4.055.04. (d) For purposes If any Loss is a tax deductible item, the recoverable Loss shall be reduced by an amount equivalent to the Loss multiplied by a relevant corporate tax rate. (e) Seller shall not be liable in respect of any Loss for breach of this ARTICLE VIIIAgreement to the extent any insurance proceeds may be recovered in respect thereof under any policy of insurance held by Buyer or its Affiliates. (f) Subject to Section 6.03, Seller shall not be liable under this Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any representation of the representations or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification warranties of Seller contained in this Agreement if Seller (i) proves that Buyer had knowledge of the inaccuracy or otherwise applicable breach prior the Closing Date, or (ii) is able to such representation persuade the court or warrantyarbitration tribunal (as applicable) that based on the due diligence and other investigations of the Target Business that Buyer has conducted, a reasonable buyer would have had knowledge of the inaccuracy or breach prior the Closing Date.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) Seller and SED Subject to Section 9.04(c), Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.02(a) exceeds $500,000 50,000 (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The Subject to Section 9.04(c) and Section 9.07, the aggregate amount of all Losses for which Seller and SED Sellers shall be liable pursuant to Section 8.02(a9.02(a) shall not exceed 100% fifteen percent (15%) of the nominal value of Transaction Shares, based on the Purchase Closing Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Subject to Section 9.04(c), Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The Subject to Section 9.04(c), the aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a9.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9.04(a) and Section 8.04(b9.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation Fundamental Representation, (ii) intentional breach, intentional misrepresentation, criminal misconduct, or warranty in fraud by any Indemnifying Party, or (iii) Section 3.019.02(c) (collectively, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05the “Indemnification Exclusions”). (d) For purposes of this ARTICLE VIIIArticle IX, notwithstanding anything contained herein to the contrary, any inaccuracy in or breach or alleged breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Sellers acknowledge and agree that, notwithstanding anything contained herein to the contrary, following the Closing Date, Sellers shall not be entitled to or shall not pursue any rights of contribution or similar rights against the Company or any Subsidiary for any Losses paid or payable to any Buyer Indemnitees hereunder by Sellers or Sellers' Representative.

Certain Limitations. The indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.048.2(a) (the “Cap”). (b) Buyer and DSS shall not be liable other than with respect to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.013.1, Section 3.033.3, Section 3.203.4, Section 3.22, Section 3.283.23, Section 4.01 3.25 and Section 4.053.27 (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 8.2(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $50,000, in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. (db) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.3(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.1, Section 4.5, Section 4.10, Section 4.11, Section 4.19 and Section 4.20 (the “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds $50,000, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. (c) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitationslimitations provided, for the avoidance of doubt, such limitations shall not apply to any indemnification by Seller that is governed by Article VI: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in (other than with respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, 3.02 Section 3.20, Section 3.22, Section 3.28, Section 4.01 3.03 and Section 4.053.15 (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $500,000, in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. (db) For purposes Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty in Section 4.01 and Section 4.04, payments due to Seller under Article VI, and Buyer’s covenant regarding the WARN Act under Section 5.13 (the “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds $500,000, in which event Buyer shall be determined without regard required to any materiality, Company Material Adverse Effect pay or other similar qualification contained in or otherwise applicable to be liable for all such representation or warrantyLosses from the first dollar.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds Two Hundred Thousand Dollars ($500,000 200,000) (the “Basket”), in which event Seller shall only be required to pay or be liable for all such Losses from the first dollarin excess of such amount. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 Three Million Three Hundred Seventy Five Thousand Dollars (as adjusted pursuant to Section 2.04$3,375,000) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any of the Seller Fundamental Representations, the Buyer Fundamental Representations or any representation or warranty in Section 3.014.20, or Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.054.21 or (ii) Fraud Matters. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty warranty, and any Losses with respect thereto, shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 6.02 and Section 8.03 6.03 shall be subject to the following limitations: (a) A Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a6.02(a) until the aggregate amount of all Losses in respect of indemnification which are indemnified under Section 8.02(a6.02(a) exceeds $500,000 100,000.00 (the “BasketDeductible”), in which event Seller shall the Sellers shall, collectively, be required to pay or be liable for all such Losses from exceeding the first dollarDeductible. The aggregate amount of all Losses for which Seller and SED the Sellers shall be liable pursuant to Section 8.02(a6.02(a) shall not exceed 100% of the nominal value twenty percent (20%) of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) 6.04 shall not apply to Losses to inaccuracies in or breaches of the representations and warranties contained in Section 3.01 (Organization and Qualification of Sellers), Section 3.02 (Authority of Sellers), Section 3.08 (Title to Purchased Assets), Section 3.21 (Taxes), Section 3.22 (Brokers), Section 4.01 (Organization of Buyer), Section 4.02 (Authority of Buyer) and Section 4.04 (Brokers). (c) Regardless of the amount of Losses which have been indemnified under Section 6.02, the aggregate obligations and liability of Sellers under this Article VI shall not exceed the Purchase Price. (d) For the sole purpose of determining the amount of Losses which have been indemnified under Section 6.02(a) or Section 6.03(a) (and not for determining whether any representations or warranties in this Agreement were inaccurate at the time when made or otherwise have been breached) the amount of Losses incurred, sustained, imposed, based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty; provided, however, that Section 6.04(d) shall not apply to Section 3.04, Section 3.05 or Section 3.06 (i.e., such Sections shall be applied under this Article VI with all the materiality qualifiers therein stated). (e) Payments by an Indemnifying Party pursuant to Section 6.02 or Section 6.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other chargebacks (it being agreed that neither party shall have any obligation to seek to recover any insurance proceeds in connection with making a claim under this Article VI and that, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified prior to the realization of reduction of such Losses).

Certain Limitations. The indemnification provided for in Section 8.02 10.01 and Section 8.03 10.02 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Purchaser Indemnitees for indemnification under Section 8.02(a10.01(a) until except to the extent that the aggregate amount of all Losses in with respect of indemnification under Section 8.02(a) to all claims thereunder exceeds $500,000 (the the‌ “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a10.01(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS Purchaser shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a10.02(a) until except to the extent that the aggregate amount of all Losses in with respect of indemnification under Section 8.03(a) to all claims thereunder exceeds the Basket, in which event Buyer Purchaser shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer Purchaser shall be liable pursuant to Section 8.03(a10.02(a) shall not exceed the Cap.Cap.‌ (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a10.03(a) and Section 8.04(b10.03(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the Seller Fundamental Representations, the Purchaser Fundamental Representations, Losses based upon or arising out of fraud or willful misconduct by Seller or Purchaser, respectively, or any representation Losses based upon, arising out of, with respect to or warranty in by reason of Section 3.01, 10.01(b) or (c) or Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.0510.02(b). (d) For purposes of this ARTICLE VIIIArticle X, any inaccuracy in or breach of any representation or warranty and the amount of Losses arising therefrom shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (ai) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any breach of any representation or warranty in Section 4.01 (Organization and Qualification of Seller), Section 4.02 (Authority of Seller), Section 4.08 (Title to Purchased Assets), Section 4.19 (Employee Benefit Matters), Section 4.21 (Taxes), Section 4.22 (Brokers)) (the “Buyer Basket Exclusions”), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $500,000 (the “Basket”)300,000, in which event Seller shall be required to pay or be liable for all such Losses starting from the first dollardollar of such Losses. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a7.02(a) (other than for those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions, for which there shall be no limitation) shall not exceed 100% of be limited, in all stances, to $2,500,000. Notwithstanding anything herein to the nominal value of contrary, the Purchase Price limitations set forth in this Section 2.02 (as adjusted pursuant 7.04(a) shall apply to Section 2.04) (the “Cap”)Fraud. (bj) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in (other than with respect of to a claim for indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.015.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 5.02 and Section 4.055.04 (the “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 7.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions, for which there shall be no limitation) exceeds $300,000, in which event Buyer shall be required to pay or be liable for all such Losses starting from the first dollar of such Losses. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Sections 8.02(a) and 8.02(b) shall be limited, in all stances, to $2,500,000. Notwithstanding anything herein to the contrary, the limitations set forth in this Section 7.04(b) shall apply to Fraud. (dk) For purposes Each Indemnified Party shall use commercially reasonable efforts to mitigate any the amount of any Losses indemnifiable hereunder upon and after becoming aware of any event that could reasonably be expected to give rise to any such Losses. No Indemnified Party shall be entitled to any payment, adjustment or indemnification more than once with respect to the same matter. (l) The amount of any Losses for which indemnification is provided under this ARTICLE VIIIArticle VII shall be net of any insurance proceeds, indemnification payments, contribution payments, reimbursements or other recoveries actually received (net of actual, reasonable and documented out-of-pocket costs of enforcement and deductibles) with respect to such Losses. (m) If an Indemnified Party recovers an amount from a third party in respect of Losses that are the subject of indemnification hereunder after all or a portion of such Losses have been paid by an Indemnitor pursuant to this Article VII then the Indemnified Party shall promptly remit to the Indemnitor the excess (if any) of (i) (A) the amount paid by the Indemnitor in respect of such Losses plus (B) the amount received by the Indemnified Party in respect thereof, minus (ii) the full amount of the Losses. In the event that an Indemnified Party has any rights against a third party with respect to any occurrence, claim or loss that results in a payment by an Indemnitor under this Article VII, such Indemnitor shall be subrogated to such rights to the extent of such payment. Without limiting the generality of any other provision hereof, each Indemnified Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and otherwise cooperate in the prosecution of such claims. (n) No Person shall be liable under this Article VII for, and Losses shall not include, any inaccuracy punitive, special, or incidental damages, except to the extent such Losses are awarded to a third party in or breach of any representation or warranty shall be determined without regard connection with a Third Party Claim for which indemnification is available pursuant to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantythis Article VII.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable make any indemnification payment pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees 6.2 for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $100,000 in the aggregate. If the total amount of such Damages exceeds $100,000 in the aggregate, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the total amount of such Damages. (b) The total amount of Damages which the Purchaser may be entitled to be indemnified against pursuant to Section 6.2 shall be limited in the aggregate to, in the case of the Seller’s indemnification obligations, the Escrowed Shares, provided, that solely with respect to Damages resulting from the Seller’s breach of the non-competition covenants in Section 3.017.5 hereof, the total amount of Damages which Purchaser may be entitled to be indemnified against shall be limited to the Seller’s forfeiture of the total Stock Consideration. (c) The total amount of Damages which the Seller may be entitled to be indemnified against (i) pursuant to Section 3.036.3(a) shall be limited to $7,500,000, and (ii) pursuant to Section 3.206.3(b) and 6.3(c), Section 3.22collectively, Section 3.28, Section 4.01 and Section 4.05shall be limited to $3,000,000. (d) For purposes None of this ARTICLE VIIIthe limitations set forth in Section 6.6(a), any inaccuracy 6.6(b) and 6.6(c) shall apply in the case of fraud, or breach of any representation or warranty shall be determined without regard with respect to the Seller's indemnification obligations with respect to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable Specified Claim Liability pursuant to such representation or warrantySection 6.2(c).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) 8.02 until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) 8.02 exceeds $500,000 100,000 (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Sellers shall be liable pursuant to Section 8.02(a) 8.02 shall not exceed 100an amount equal to 12.5% of the nominal value of the aggregate Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) 8.03 until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) 8.03 exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) 8.03 shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.19, Section 3.20, Section 3.22, Section 3.283.24, Section 4.01 and Section 4.054.04. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 50,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.203.04, Section 3.223.05, Section 3.283.24, Section 4.01 4.01, Section 4.02, Section 4.03, and Section 4.054.06. (d) For purposes of this ARTICLE VIIIVIII (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Notwithstanding anything to the contrary, the maximum liability of the Seller all claims arising from this contract is limited to a liability sum of USD$1,600,000.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 50,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollarin excess of $50,000. The aggregate amount of all Losses (other than Losses arising from the penultimate sentence of Section 3.06) for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $100,000 (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollarin excess of $50,000. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap$100,000. (c) Notwithstanding the foregoingIn no event shall any Indemnifying Party be liable, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty no Indemnified Party shall be determined without regard entitled to any materialityindemnification for, Company Material Adverse Effect punitive, incidental, consequential, special or other similar qualification contained indirect damages, loss of future revenue or income, loss of reputation or loss of opportunity (collectively, “Indirect Damages”) except, in or otherwise applicable the case of a Third-Party Claim, to the extent Indirect Damages are actually awarded to the third party asserting such representation or warrantyThird-Party Claim.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 200,000 (the “"Basket”"), in which event Seller Sellers shall be required to pay or be liable only for all such Losses from that exceed the first dollarBasket. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) Holdback Amount (the “"Cap”"). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable only for all such Losses from that exceed the first dollarBasket. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05Fundamental Representation. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) After the Closing, Seller and SED shall not be liable required to indemnify the Buyer Indemnitees for indemnification Losses under Section 8.02(aSections 8.1 and 9.2(a) or 9.2(b) until the aggregate amount of all such Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable responsible for all the amount of such Losses from in excess of the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) Basket; provided, however, that the Basket shall not exceed 100% apply with respect to any Excluded Representation, any liability arising out of or relating to any Excluded Asset or Excluded Liability or fraud on the nominal value part of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)Seller. (b) Buyer and DSS Parent shall not be liable required to indemnify the Seller Indemnitees for indemnification Losses under Section 8.03(a) 9.3 until the aggregate amount of all such Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer and Parent shall be required to pay or be liable responsible for all the amount of such Losses from in excess of the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) Basket; provided, however, the Basket shall not exceed apply with respect to any fraud on the Cappart of Buyer or Parent. (c) Notwithstanding the foregoingWith respect to Seller’s obligation under Section 8.1, 9.2(a) and 9.2(b), except as otherwise provided in Section 9.4(d), the limitations set forth in aggregate maximum liability of Seller shall be equal to $34,000,000. For the avoidance of doubt, except as permitted by Section 8.04(a9.4, a Buyer Indemnitee shall not be entitled to indemnification under Section 9.2(a) and 9.2(b) once the aggregate amount of claims paid under Section 8.04(b9.2 exceeds $34,000,000. (d) With respect to Seller’s obligation for breaches of the Excluded Representations, the aggregate maximum liability of Seller shall be equal to the Purchase Price. For the avoidance of doubt, and by way of example only, a Buyer Indemnitee shall not apply be permitted to Losses based uponbring a claim under either Section 9.2(a) for breaches of Sections 3.2, arising out of3.3, 3.6(c) and 3.17 once the aggregate amount of claims paid under Section 9.2 equals the Purchase Price. (e) The Buyer Indemnitees shall have no rights to claims for indemnification under Section 9.2 with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05of Seller to which Buyer or Parent had Knowledge prior to the Closing. (df) For purposes IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, LOST PROFIT, PROVIDED, HOWEVER, THAT THIS SECTION 9.4(f) SHALL NOT LIMIT A PARTY’S RIGHT TO RECOVERY UNDER THIS ARTICLE IX FOR ANY SUCH DAMAGES TO THE EXTENT SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO A THIRD PARTY IN CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE IX. (g) The liability of this ARTICLE VIII, any inaccuracy in or breach Seller for all Losses shall be reduced by the net amount of any representation or warranty shall be determined without regard proceeds of insurance actually received by a Buyer Indemnitee from non-Affiliate third parties in connection with a claim for indemnification by such Buyer Indemnitee (but only to any materialitythe extent insurance proceeds are actually received by a Buyer Indemnitee within one (1) year of the Buyer Indemnitee’s submission to its insurer(s) of its claim and appropriate supporting documentation, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable unless the Buyer Indemnitee fails to diligently attempt throughout such one (1) year period to collect promptly such insurance proceeds). If a Buyer Indemnitee receives such insurance payment subsequent to such representation or warrantyone (1) year period and following indemnification by Seller, Buyer Indemnitee shall remit to Seller the amount so paid by the insurance company but not in excess of the indemnification payment by Seller.

Certain Limitations. The indemnification provided for in Section 8.02 9.2 and Section 8.03 9.3 shall be subject to the following limitations: (a) Seller and SED BVI shall not be liable to the Buyer Purchaser Indemnitees for indemnification under Section 8.02(a9.2 (a) or Section 9.2 (b) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses other than those based upon, arising out of, with respect to or by reason of fraud, willful breach or intentional misrepresentation by BVI) under such sections exceeds $50,000, in which event BVI shall be required to pay or be liable for all Losses in excess of that amount. (b) Purchaser and FNBNC shall not be liable to the BVI Indemnitees for indemnification under Section 9.3 until the aggregate amount of all Losses in respect of indemnification (other than those based upon, arising out of, with respect to or by reason of fraud, willful breach or intentional misrepresentation by Purchaser or FNBNC) exceeds $50,000, in which event Purchaser and FNBNC shall be required to pay or be liable for all such Losses in excess of that amount. (c) The aggregate amount of Losses for which BVI shall be liable under Section 9.2 (a) and Sections 9.2 (b) shall not exceed $500,000 in any inaccuracy event. The aggregate amount of Losses for which BVI shall be liable under Section 9.2 (c) shall not exceed $500,000 in or breach any event. The aggregate amount of Losses for which Purchaser and FNBNC shall be liable under Section 9.3 shall not exceed $500,000 in any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05event. (d) For The parties shall make appropriate adjustments in determining Losses for purposes of this ARTICLE VIIIArticle IX for: (i) insurance coverage, any inaccuracy in or breach net of any representation applicable retroactive premium adjustments, experience based premium adjustments or warranty shall be determined without regard to similar items resulting in increased insurance costs; and (ii) any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to net tax benefits (such representation or warrantyas deductions) arising therefrom.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 40,000 (the “Basket”"Deductible"), in which event Seller Sellers shall be required to pay or be liable liable, pro rata in proportion to their Pro Rata Share, for all such Losses from exceeding the first dollarDeductible. The aggregate amount of all Losses for which any Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% such Seller’s Pro Rata Share of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $1,000,000 (the “"Cap”"). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the BasketDeductible, in which event Buyer shall be required to pay or be liable for all such Losses from exceeding the first dollarDeductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.06, Section 3.14, Section 3.19, Section 3.20, Section 3.22, Section 3.283.24, Section 4.01 and Section 4.054.04, which Losses shall be limited to each Seller’s Pro Rata Share of the Purchase Price (other than Losses arising from fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement). (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect Change or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Each Indemnifying Party shall use its commercially reasonable efforts to mitigate any Loss arising from or related to Article VII or this Article VIII upon becoming aware of any event or circumstance that gives rise thereto.

Certain Limitations. The indemnification provided for in Section 8.02 6.2 and Section 8.03 6.3 shall be subject to the following limitations: (a) Seller and SED No Indemnifying Person shall not be liable to the Buyer Indemnitees an Indemnified Person for indemnification under Sections 6.2(a)(i) and 6.2(b)(i), or Section 8.02(a) 6.3(a), as applicable, until the #34018857 v13 aggregate amount of all Losses Adverse Consequences in respect of indemnification under Sections 6.2(a)(i) and 6.2(b)(i), or Section 8.02(a6.3(a), as applicable, exceeds One Hundred Ten Thousand U.S. Dollars ($110,000) exceeds $500,000 (the “BasketDeductible”), in which event Seller the Indemnifying Person shall be required to pay or be liable for all such Losses from Adverse Consequences in excess of the first dollar. Deductible; provided, however, that the Deductible shall not apply to Adverse Consequences relating to a breach of a Fundamental Representation. (b) The aggregate amount of all Losses Adverse Consequences for which Seller and SED an Indemnifying Person shall be liable pursuant with respect to Sections 6.2(a)(i), 6.2(a)(ii), 6.2(b)(i), and 6.2(b)(ii) (in the case of the Sellers) and Section 8.02(a) 6.3 (in the case of the Buyer), shall not exceed 100% of the nominal value fifty percent (50%) of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS ; provided, however, that the Cap shall not be liable apply to Adverse Consequences based upon, arising out of, with respect to, or by reason of a breach of (x) a Fundamental Representation, or (y) the Seller Indemnitees covenants set forth in Section 4.7, for indemnification under Section 8.03(awhich in the case of clause (x) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in Adverse Consequences for which event Buyer an Indemnifying Person shall be required to pay or be liable for all such Losses from shall not exceed the first dollar. The Purchase Price and in the case of clause (y), the aggregate amount of all Losses Adverse Consequences for which Buyer the Indemnifying Personal shall be liable shall be determined pursuant to Section 8.03(a6.4(c) below. (c) The several liability of any Seller pursuant to Sections 6.2(a)(i), 6.2(a)(ii) and 6.2(a)(iii) shall not exceed the Capportion of the Purchase Price received by such Seller; provided, however, that the several liability of any Seller pursuant to Section 6.2(a)(ii) for a breach of his (or its related Owner’s, in the case of the Trusts) covenants set forth in Section 4.7 shall not exceed an amount equal to the greater of (i) the portion of the Purchase Price received by such Seller and (ii) $1,000,000. (cd) Any qualifications and exceptions relating to materiality or material adverse effect with respect to any representations, warranties or covenants shall be disregarded for the purposes of determining whether an Indemnified Person shall be entitled to indemnification with respect to such representations, warranties or covenants and the amount of Adverse Consequences related thereto. (e) Notwithstanding the foregoing, the limitations set forth in this Section 8.04(a) and Section 8.04(b) 6.4 shall not apply to Losses based upon, Adverse Consequences arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05from fraud. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) Seller Sellers and SED Aero shall not be liable to the Buyer Indemnitees for an individual claim or series of related claims for indemnification under Section 8.02(a8.2(a) until the aggregate amount of all Losses in respect for such claim or series of indemnification under Section 8.02(arelated claims exceeds TWENTY THOUSAND DOLLARS ($20,000) exceeds $500,000 (the “Basket”"Threshold"), in which event Seller Sellers and Aero shall be required require to pay or be liable for all such Losses from the first dollar; provided, however that the Threshold shall not apply to any inaccuracy in or misrepresentation of any representation or warranty in Section 4.1, Section 4.2, Section 4.8, Section 4.17, Section 4.19, or Section 4.20. The aggregate amount of all Losses for which Seller Sellers and SED Aero shall be liable pursuant to Section 8.02(a8.2(a) shall not exceed 100% FIVE HUNDRED THOUSAND ($500,000); provided, however that the aggregate amount of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted all Losses for which Sellers shall be liable pursuant to Section 2.048.2(a) (with respect to or by reason of any inaccuracy in or misrepresentation of any representation or warranty in Section 4.1, Section 4.2, Section 4.8, Section 4.17, Section 4.19, and Section 4.20 shall not exceed the “Cap”)Purchase Price. (b) Buyer and DSS shall not be liable to the Seller Sellers Indemnitees for an individual claim or series of related claims for indemnification under Section 8.03(a8.3(a) until the aggregate amount of all Losses in respect for such claim or series of indemnification under Section 8.03(a) related claims exceeds the BasketThreshold, in which event Buyer shall be required require to pay or be liable for all such Losses from the first dollar; provided, however that the Threshold shall not apply to any inaccuracy in or misrepresentation of any representation or warranty in Section 5.1, and Section 5.2. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the CapPurchase Price. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 7.02(a) shall be subject to the following limitations: (a) Seller Sellers and SED ▇▇▇▇▇▇▇▇▇▇ shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(a) exceeds $500,000 (the “Basket”)50,000, in which event Seller Sellers and ▇▇▇▇▇▇▇▇▇▇ shall be required to pay or be liable for such Person’s Indemnity Portion of all such Losses from the first dollarin excess of such sum. The aggregate amount of all Losses for which Seller all Sellers and SED ▇▇▇▇▇▇▇▇▇▇ shall collectively be liable pursuant to Section 8.02(a7.02(a) shall not exceed 10010% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted aggregate amounts received by such persons under this Agreement other than pursuant to Section 2.04) 2.07 (the “Cap”Net Operating Capital). (b) Buyer and DSS ▇▇▇▇▇▇▇ shall not be liable to the Seller Indemnitees Buyer for indemnification under Section 8.03(a) 7.04 until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) 7.04 exceeds the Basket$2,500, in which event Buyer ▇▇▇▇▇▇▇ shall be required to pay or be liable for all such Losses from the first dollarin excess of such sum. The aggregate amount of all Losses for which Buyer ▇▇▇▇▇▇▇ shall be liable pursuant to Section 8.03(a) 7.04 shall not exceed 10% of the Capaggregate amounts received by ▇▇▇▇▇▇▇ under this Agreement attributable to the Group Companies other than WEC, other than pursuant to Section 2.07 (Net Operating Capital). (c) Buyer’s sole recourse against Sellers for indemnification pursuant to Section 7.03 shall be to offset any sums due and payable pursuant to Section 7.03 against any unpaid additional consideration payable pursuant to Sections 2.08 and/or 2.09 and the provisions of the final two (2) sentences of Section 7.08 shall apply mutatis mutandis. The aggregate amount of all Losses for which Sellers shall collectively be liable pursuant to Section 7.03 shall not exceed, at any given time, the greater of (i) $3,000,000 and (ii) the amount of any additional consideration that may become due and payable pursuant to Sections 2.08 and/or 2.09. (d) Notwithstanding the foregoing, the foregoing limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation Fundamental Representation; or warranty in (ii) intentional common law fraud. None of the Sellers, ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ shall be liable to Buyer for indemnification under Section 3.01, 7.02(a) or Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE VIII, 7.04 with respect to any inaccuracy in or breach of any representation Fundamental Representation in an amount in excess of (x) such Person’s Indemnity Portion of the aggregate amounts received by such persons under this Agreement other than pursuant to Section 2.07 (Net Operating Capital) attributable to WEC (in the case of indemnification under Section 7.02) or warranty shall be determined without regard (y) the aggregate amounts received by ▇▇▇▇▇▇▇ under this Agreement other than pursuant to any materiality, Company Material Adverse Effect or other similar qualification contained Section 2.07 (Net Operating Capital) attributable to WIA/WF (in or otherwise applicable to such representation or warrantythe case of indemnification under Section 7.04).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:8.2 and (a) Seller and SED Company Parent shall not be liable to the Buyer Investor Indemnitees for indemnification under Section 8.02(a8.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a8.2(a) exceeds $500,000 100,000 (the “BasketDeductible”), in which event Seller Company Parent shall be required to pay or be liable for all such Losses that exceed the Deductible. The aggregate amount of all Losses for which Company Parent shall be liable pursuant to Section 8.2(a) or Section 8.2(e) shall not exceed $3,650,000 (the “Cap”). (b) Investor shall not be liable to the Company Parent Indemnitees for indemnification under Section 8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the Deductible, in which event Investor shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Investor shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.4(a) and Section 8.04(b8.4(b) shall not apply to Losses based upon, arising out of, or resulting from (i) a party’s breach of the Fundamental Representations or Tax Representations, or (ii) a party’s criminal activity (except with respect to Federal Cannabis Laws), intentional misconduct or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05fraud. (d) For purposes The obligation to provide indemnity by an Indemnifying Party pursuant to Section 8.2(a) and Section 8.3(a) in respect of any Losses shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (including the Company) in respect of such claim. (e) Notwithstanding any provision to the contrary herein or in the Certificate of Incorporation or by-laws of the Company, Company Parent shall not be entitled to indemnification from the Company for any Losses for which Company Parent shall be liable pursuant to this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) No Seller and SED or Owner shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.049.02(a) (the “Cap”). (b) Buyer and DSS shall not be liable other than with respect to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.01, Section 3.034.02, Section 3.204.08, Section 3.224.19, Section 3.284.20, Section 4.01 and Section 4.054.21 (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $500,000, in which event Sellers and Owners shall be required to pay or be liable for all such Losses from the first dollar; provided, however, that Sellers and Owners collectively shall not be liable to the Buyer Indemnitees for indemnification under Section 9.02(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty contained in the Buyer Basket Exclusions) for Losses that exceed $11,600,000 in the aggregate (the “Buyer Aggregate Indemnity Cap”). (db) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 9.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 6.01, Section 6.02 and Section 6.04 (the “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 9.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds $500,000.00, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. (c) For purposes of this ARTICLE VIIIArticle IX, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 1,000,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The ; provided, however, that claims for fraud and claims for any Losses incurred by the Buyer Indemnitees arising out of or resulting from the breach or inaccuracy of any of the Fundamental Representations shall not be subject to the Basket. (b) In no event shall the aggregate amount liability of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not (other than in respect of any Fundamental Representation) exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant an aggregate amount equal to Section 2.04) $20,762,570.60 (the “Cap”). (b; provided that in no event shall the aggregate liability of Seller pursuant to Section 8.02(a) Buyer and DSS shall not be liable exceed an aggregate amount equal to the Seller Indemnitees for indemnification under Section 8.03(a) until Purchase Price. In no event shall the aggregate amount liability of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not (other than in respect of any Fundamental Representation) exceed an aggregate amount equal to the Cap; provided that in no event shall the aggregate liability of Buyer pursuant to Section 8.03 exceed an aggregate amount equal to the Purchase Price. (c) Notwithstanding For the foregoing, purposes of computing the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason amount of any inaccuracy in or breach Losses incurred under this Article VIII, there shall be deducted an amount equal to the amount of any representation insurance proceeds or warranty indemnification payments actually received by the party incurring such Losses in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05respect of such Losses or any of the circumstances giving rise thereto. (d) For purposes of this ARTICLE VIIIEach Person entitled to indemnification hereunder shall use its commercially reasonable efforts to take all reasonable steps, any inaccuracy in or breach but solely to the extent required by applicable Law, to reasonably mitigate all Losses after becoming aware of any representation or warranty shall event that could reasonably be determined without regard expected to give rise to any materiality, Company Material Adverse Effect Losses which are indemnifiable or other similar qualification contained recoverable hereunder or in or otherwise applicable to such representation or warrantyconnection herewith.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Sellers shall not be liable to the Buyer Group Indemnitees for indemnification under Section 8.02(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any Excluded Asset, any Excluded Liability or any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.02, Section 4.09, Section 4.19, Section 4.20, Section 4.22 and Section 4.23 (collectively, the “Buyer Group Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Group Basket Exclusions) exceeds Fifty Thousand Dollars ($500,000 (the “Basket”50,000), in which event Sellers shall be required to pay or be liable (on a joint and several basis) for all such Losses from the first dollar. (b) Buyer Group shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any Assumed Liability or any inaccuracy in or breach of any representation or warranty in Section 5.01, Section 5.02 and Section 5.04 (collectively, the “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds Fifty Thousand Dollars ($50,000), in which event Buyer Group shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable . (c) With respect to indemnification pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the above, Sellers' maximum aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) liability hereunder at any give time shall not exceed the Cap. outstanding amount held in escrow pursuant to the Escrow Agreement, and the Escrow Amount shall be the sole source for recovery hereunder (cexcept for any claims based on fraud, claims pursuant to Section 8.02(b) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses or any claims for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy Excluded Asset or Excluded Liability). In addition, Sellers' maximum aggregate liability pursuant to this Agreement in any event at any give time shall not exceed the Aggregate Purchase Price. With respect to indemnification pursuant to Section 8.03(a) above, Buyer Group's maximum aggregate liability hereunder at any given time shall not exceed the outstanding amount held in escrow pursuant to the Escrow Agreement (except for any claims based on fraud, claims pursuant to Section 8.03(b) or breach any claims for indemnification based upon, arising out of, with respect to or by reason of any representation or warranty Assumed Liability). In addition, Buyer Group’s maximum aggregate liability pursuant to this Agreement in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05any event at any give time shall not exceed an amount equal to the Aggregate Purchase Price. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller The representations and SED warranties of the parties contained in this Agreement shall survive the Closing and continue in full force and effect (i) in the case of the representations and warranties set forth in Sections 4.1, 4.3(a), 4.3(b), 4.4, 4.25, 5.1, 5.3(a), 5.3(b), 5.4 and 5.22, indefinitely; (ii) in the case of the representations and warranties set forth in Sections 4.16, 4.18, 4.21, 4.28, 5.19, 5.20 and 5.21 until sixty (60) days following the expiration of the applicable statute of limitations (including any extension thereof) with respect to the subject matter of such representations and warranties; and (iii) in the case of all other representations and warranties, until the date that is eighteen (18) months following the Closing Date. The representations and warranties identified in clause (i) of the immediately preceding sentence are referred to herein as the “Fundamental Representations.” Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to the expiration of the representation or warranty upon which such claim is based, the relevant representations and warranties shall not expire as to such claim only, and such claim may be pursued, until the final resolution of such claim in accordance with the provisions of this Article 9. (b) The Company Stockholders shall not be liable to Parent Indemnified Parties under (i) Section 9.1(a), (ii) Section 9.1(b) in respect of Section 6.9(a)(xv) or (xvi) or (iii) Section 9.1(c) with respect to Indemnified Items #3, #4, #10 and #11 on the Company Indemnified Items Schedule, unless and until the Adverse Consequences incurred by all Parent Indemnified Parties pursuant thereto exceed, in the aggregate, $1,500,000 (the “Deductible”), in which case the Company Stockholders shall be liable, subject to Section 9.3(d), to the applicable Parent Indemnified Party for the full amount of the Adverse Consequences in excess of the Deductible. (c) Parent shall not be liable to the Buyer Indemnitees for indemnification Company Indemnified Parties under Section 8.02(a9.2(a) until the aggregate amount of all Losses or Section 9.2(b) in respect of indemnification under Section 8.02(a6.9(b)(v) exceeds $500,000 or (vi), unless and until the “Basket”)Adverse Consequences incurred by all Company Indemnified Parties exceed, in the aggregate, the Deductible, in which event Seller case Parent shall be required liable, subject to pay or be liable Section 9.3(e), to the applicable Company Indemnified Party for all such Losses from the first dollar. full amount of the Adverse Consequences in excess of the Deductible. (d) The aggregate amount required to be paid by the Company Stockholders for claims for indemnification made under Section 9.1(a), 9.1(b) in respect of all Losses for which Seller Section 6.9(a)(xv) or (xvi), 9.1(c) and SED shall be liable pursuant to Section 8.02(a9.1(e) shall not exceed 100% an amount equal to (i) Twenty Seven Million Dollars ($27,000,000.00), plus (ii) the Additional Cash Consideration (if any), in the aggregate. (e) The aggregate amount required to be paid by Parent shall not exceed Fifteen Million Dollars ($15,000,000.00), in the aggregate, for claims for indemnification made under Section 9.2(a) or Section 9.2(b) in respect of the nominal value of the Purchase Price set forth in Section 2.02 6.9(b)(v) or (as adjusted pursuant to Section 2.04) (the “Cap”vi). (bf) Buyer and DSS shall not be liable Notwithstanding anything to the Seller Indemnitees for indemnification under Section 8.03(acontrary contained herein, (i) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the BasketSections 9.3(b), in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing9.3(c), the limitations set forth in Section 8.04(a9.3(d) and Section 8.04(b9.3(e) shall not apply to Losses based uponAdverse Consequences in connection with, resulting from or arising out of, with respect to of directly or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE VIIIindirectly, any inaccuracy in or breach of a Fundamental Representation or fraud, (ii) Sections 9.3(b) and 9.3(c) shall not apply to Adverse Consequences in connection with, resulting from or arising out of directly or indirectly, any representation inaccuracy in or warranty breach of the representations and warranties in Section 4.21 or 5.20, and (iii) no indemnification payment made by the Company Stockholders or Parent, as the case may be, with respect to any Fundamental Representation shall be determined without regard considered in determining whether the caps in Sections 9.3(d) and 9.3(e) have been met. (g) Notwithstanding any provision herein to the contrary, no claim may be made by the Parent Indemnified Parties under Section 9.1(a) in respect of any materiality, Adverse Consequences that are the subject of one or more Indemnified Items listed on the Company Material Adverse Effect or other similar qualification Indemnified Items Schedule. (h) Notwithstanding anything to the contrary contained in or otherwise applicable this Agreement, in no event shall any Company Stockholder be required to pay any amount in satisfaction of claims for indemnification under the provisions of this Agreement in excess of the value of consideration received by such representation or warrantyCompany Stockholder under this Agreement (the “Company Stockholder Merger Consideration”), which shall be an amount equal to the Pro Rata Share of Parent Common Stock received by such Company Stockholder pursuant to Section 3.2 hereof (valued at the Closing Share Value thereof) plus such Company Stockholder’s Pro Rata Share of the Cash Consideration to which such Company Stockholder is entitled hereunder.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable Subject to Section 7.04(c) below, the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a7.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 One Million Three Hundred Fifty Thousand Dollars (as adjusted pursuant to Section 2.04$1,350,000) (the “Cap”). (b) Buyer and DSS shall not be liable Subject to Section 7.04(c) below, the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a7.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply with respect to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation Fundamental Representations or warranty in Section 3.01IP Representations, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05the Cap shall increase from $1,350,000 to the Purchase Price. (d) Notwithstanding the foregoing, the aggregate amount of all Losses for which Seller shall be liable pursuant to Section 7.02(c) shall not exceed the Purchase Price. Additionally, no claims may be made pursuant to Section 7.02(c) following the three (3) year anniversary of the Closing Date. Any indemnity under Section 7.02(c) shall apply towards any Cap with respect to indemnity for IP Representations and vice versa. (e) Notwithstanding the foregoing, the aggregate amount of all Losses for which Seller shall be liable pursuant to (i) Section 7.02(a) and 7.02(b) as it relates to a breach of any representation, warranty, covenant under the Support Agreement and (ii) Section 7.02(d) shall not exceed (x) $1,350,000 for any claim related to the Initial Term (as defined in the Support Agreement); or (y) the aggregate amount of fees paid by Buyer to Seller under the Support Agreement in connection with the exercise of the extension term therein for any claim related to such extension term. (f) Notwithstanding the foregoing, the aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 7.03(c) shall not exceed the Purchase Price. Additionally, no claims may be made pursuant to Section 7.03(c) following the three (3) year anniversary of the Closing Date. (g) Notwithstanding the foregoing, the aggregate amount of all Losses for which Seller shall be liable pursuant to Sections 7.02(a), (b), (c), (d) plus liquidated damages under Section 1.1(f) of the Support Agreement shall not exceed the Purchase Price. Additionally, no claims may be made pursuant to Section 7.02(a), (b), (c) and (d) following the three (3) year anniversary of the Closing Date. Notwithstanding the above, there shall be no limitation (in either amount, time or otherwise) on Seller’s obligation to pay the Circle Expansion Fee (as defined in the License Agreement), if Seller exercises the Circle License Expansion Option (as defined in the License Agreement). (h) Notwithstanding the foregoing, the aggregate amount of all Losses for which Buyer shall be liable pursuant to Sections 7.03(a), (b) and (c) shall not exceed the Purchase Price. Additionally, no claims may be made pursuant to Sections 7.03(a), (b), and (c) following the three (3) year anniversary of the Closing Date. Notwithstanding the above, there shall be no limitation (in either amount, time or otherwise) on Buyer’s obligation to pay the SMSI Expansion Fee (as defined in the License Agreement), if Buyer exercises the SMSI License Expansion Option (as defined in the License Agreement). (i) For purposes of this ARTICLE VIIIArticle VII, any inaccuracy in or breach the calculation of any representation or warranty Losses shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation representation, warranty, covenant or warrantyother agreement; provided, however, that such qualifications shall be included for purposes of determining whether there is an inaccuracy or breach. (j) Each party shall (and shall cause its Affiliates to) use reasonable commercial efforts to pursue all legal rights and remedies available in order to mitigate the Losses for which indemnification is provided to it under this Article VII, in accordance with applicable law. (k) The amount of Losses for which indemnification is provided under this Agreement will be reduced to take account of any Tax benefit actually received by the Indemnified Party arising from the incurrence or payment of any such Losses. (l) The amount of Losses recoverable by an Indemnified Party under this Article VII with respect to an indemnity claim shall be reduced by the amount of any payment actually received by such Indemnified Party (or an Affiliate thereof), with respect to the Losses to which such indemnity claim relates, from an insurance carrier, net of any expenses incurred in connection therewith, including any increases to insurance premiums. An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims to which it may be entitled in connection with any Losses it incurs, and the parties shall cooperate with each other in pursuing insurance claims with respect to any Losses or any indemnification obligations with respect to Losses. If an Indemnified Party (or an Affiliate) actually receives any insurance payment in connection with any claim for Losses for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the excess of (A) the amount previously received by the Indemnified Party under this Article VII with respect to such claim plus the amount of the insurance payments actually received, net of any expenses incurred in connection therewith, including any increases to insurance premiums, over (B) the amount of Losses with respect to such claim which the Indemnified Party has become entitled to receive under this Article VII.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.02(d) shall be subject to the following limitations: (a) Seller and SED Stockholders shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.02(a) exceeds $500,000 175,000 (the “Basket”), in which event Seller Stockholders shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Stockholders shall be liable pursuant to Section 8.02(a9.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS Parent shall not be liable to the Seller Stockholder Indemnitees for indemnification under Section 8.03(a9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.03(a) exceeds the Basket, in which event Buyer Parent shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parent shall be liable pursuant to Section 8.03(a9.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9.04(a) and Section 8.04(b9.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, the first two sentences of Section 3.033.02(a), Section 3.04, Section 3.19, Section 3.20, Section 3.223.25, Section 3.284.01, Section 4.01 4.02, Section 4.05, Section 5.01 and Section 4.055.04. (d) For purposes of this ARTICLE VIII, any inaccuracy in Article IX and a claim for indemnification relating to a breach or alleged breach of any a representation or warranty shall that may only be determined without regard to any materialityconsidered breached if the defect, Company inaccuracy, mistake or misrepresentation is material, or has a Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty, the materiality (or Material Adverse Effect or similar qualification contained in or otherwise applicable to such representation or warranty) of such defect, in accuracy, mistake or misrepresentation will not be considered for purposes of determining whether a breach of such representation or warranty has occurred or for determining the amount of the Losses arising out of such breach.

Certain Limitations. (a) The indemnification provided for in Section 8.02 ‎Section 8.02(a) and Section 8.03 ‎Section 8.03(a) shall be subject to the following limitations: (ai) Seller and SED Except with respect to Fraud or indemnification claims in respect of any inaccuracy in or breach of any of the Fundamental Representations, Buyer Indemnified Persons shall not be liable entitled to the Buyer Indemnitees for indemnification under Section ‎Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification against which all Buyer Indemnified Persons would otherwise be entitled to be indemnified under Section ‎Section 8.02(a) exceeds $500,000 one-half of one percent (0.5%) of the Purchase Price (the “Basket”), considering all such Losses under such section together, in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant in excess of the Basket (subject to Section 8.02(athe other limitations set forth in this ‎Article VIII). For this ‎Section 8.04(a)(i) only, ‎Section 4.03(c) (Certain Data) shall not exceed 100% be considered a Fundamental Representation and Buyer Indemnified Persons shall not be entitled to indemnification under ‎Section 8.02(a) until the aggregate amount of all Losses due to any inaccuracy in or breach of any of the nominal value of representations and warranties in ‎Section 4.03(c) exceeds the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)Basket. (bii) Buyer and DSS Except with respect to Fraud or indemnification claims in respect of any inaccuracy in or breach of any of the Fundamental Representations, the Seller Group Indemnified Persons shall not be liable entitled to the Seller Indemnitees for indemnification under Section ‎Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification against which all Seller Group Indemnified Persons would otherwise be entitled to be indemnified under Section ‎Section 8.03(a) exceeds the Basket, considering all such Losses under such section together, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer in excess of the Basket (subject to the other limitations set forth in this ‎Article VIII). (iii) Except with respect to Fraud or indemnification claims in respect of any inaccuracy in or the breach of any of the Fundamental Representations, the maximum liability of Seller pursuant to ‎Section 8.02(a) shall be liable an amount equal to fifteen percent (15%) of the Purchase Price. (iv) Except with respect to Fraud or indemnification claims in respect of any inaccuracy in or the breach of any of the Fundamental Representations, the maximum liability of Buyer pursuant to Section ‎Section 8.03(a) shall not exceed be an amount equal to fifteen percent (15%) of the CapPurchase Price. (v) Except with respect to Fraud, the maximum liability of Seller for breach of any Fundamental Representations shall be an amount equal to one hundred percent (100%) of the Purchase Price. (vi) Except with respect to Fraud, the maximum liability of Buyer for breach of any Fundamental Representations shall be an amount equal to one hundred percent (100%) of the Purchase Price. (b) Except with respect to Fraud, the maximum liability of Seller pursuant to ‎Section 8.02 shall be an amount equal to one-hundred percent (100%) of the Purchase Price. (c) Except with respect to Fraud, the maximum liability of Buyer pursuant to ‎Section 8.03 shall be an amount equal to one-hundred percent (100%) of the Purchase Price. (d) Notwithstanding anything to the foregoingcontrary set forth in this Agreement: (i) all indemnification payments owed to any Buyer Indemnified Persons pursuant to this ‎Article VIII by Seller shall, subject to the limitations set forth in Section this Agreement (including, for the avoidance of doubt, the certain limitations set forth in ‎Section 8.04(a) and Section ‎Section 8.04(b), be paid, first, from the Escrow Funds and, for any remaining amount in excess of the Escrow Funds, directly from Seller; and (ii) all indemnification payments owed to any Seller Group Indemnified Persons pursuant to this ‎Article VIII by Buyer shall, subject to the limitations set forth in this Agreement (including, for the avoidance of doubt, the certain limitations set forth in ‎Section 8.04(a)and ‎Section 8.04(c)), be paid directly from Buyer. (e) The amount of any and all Losses under this ‎Article VIII will be determined net of any Tax benefit and any amounts actually recovered by the Indemnified Party in respect of any such Loss under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or Contract pursuant to which such Indemnified Party is a party or has rights, less any related costs and expenses, including the reasonable aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or chargebacks. Notwithstanding the foregoing, no Indemnified Party shall not apply be required to commence litigation in order to enforce its rights under any insurance policies. Buyer shall, and shall cause each Buyer Indemnified Person to, take all commercially reasonable efforts to pursue and obtain any such insurance proceeds and any indemnity, contribution or other similar payments, subject to the foregoing limitation. Buyer shall, and shall cause each Buyer Indemnified Person to, take all commercially reasonable steps to mitigate any Losses based uponfor which they are entitled to indemnification under this ‎Article VIII. (f) No Indemnified Party shall be entitled to be compensated more than once for the same Loss. (g) For purposes of determining the amount of Losses resulting from, arising out ofor whether there was, any breach of or inaccuracy in any representation or warranty contained in this Agreement, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded. (h) The Parties recognize that the Buyer Indemnified Persons may have the ability to seek indemnification for an indemnifiable claim under multiple subsections in ‎Section 8.02. Accordingly, and notwithstanding anything to the contrary set forth herein, with respect to or by reason of any inaccuracy in or indemnifiable claim that is a breach of any representation or warranty of the representations and warranties set forth in Section 3.01this Agreement, Section 3.03the Buyer Indemnified Persons shall assert such indemnifiable claim under ‎Section 8.02(a) to the extent indemnification is available for an indemnifiable claim under such section, Section 3.20and, Section 3.22for the avoidance of doubt, Section 3.28shall not assert such claim under any other subsection of ‎Section 8.02 while indemnification is available for an indemnifiable claim under ‎Section 8.02(a). If indemnification is not available under ‎Section 8.02(a) for any reason, Section 4.01 and Section 4.05a Buyer Indemnified Person shall have discretion to select which subsection(s) it seeks indemnification for an indemnifiable claim. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification Indemnification provided for in Section 8.02 9.2 and Section 8.03 9.3 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) 9.2 until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) 9.2 exceeds $500,000 (the “Basket”)[Insert Basket Amount], in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount ; except with respect to a claim for indemnification based upon, arising out, with respect to or by reason of all Losses any (i) fraud, (ii) breach of any representation or warranty in Sections 4.1, 4.2, 4.4, 4.5, 4.8, 4.9 and 4.15, or (iii) claims under Section 9.2(a), (iii), (iv) or (v), for which Seller and SED there shall be liable no minimum before Seller owes Purchaser the first dollar pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)9.2. (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) 9.3 until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) 9.3 exceeds the Basket$[Insert Basket Amount], in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses ; except with respect to a claim for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses indemnification based upon, arising out ofout, with respect to or by reason of any inaccuracy in (i) fraud or (ii) breach of any representation or warranty in Section 3.01, 5.2 for which there shall be no minimum before Seller owes Purchaser the first dollar pursuant to Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.059.3. (dc) For purposes Any claim made pursuant to Section 9 shall be made no later than: (i) The first anniversary date of this ARTICLE VIII, any inaccuracy in or the Closing; or (ii) The date on which the applicable statute of limitations expires plus sixty days; whichever is later. (iii) There shall be no limitation on the time period for making a claim against Seller for a breach of any a representation or warranty shall be determined without regard made with an intent to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantydefraud Purchaser.

Certain Limitations. Notwithstanding anything to the contrary in this ------------------- Agreement, except as provided in this Section 9.5, (i) the Indemnified Partnership Parties shall only be entitled to indemnification hereunder, and ▇▇▇▇ Atlantic and Vodafone shall only be obligated to indemnify such Indemnified Partnership Parties, with respect to and only to the extent of the breach of a representation or warranty by ▇▇▇▇ Atlantic or Vodafone when the aggregate of all Losses to such Indemnified Partnership Parties from all such breaches by ▇▇▇▇ Atlantic or Vodafone, respectively, exceeds on a cumulative basis $150,000,000 (the "Deductible Amount"), and then only to the extent of such ----------------- excess amount, and (ii) neither Vodafone nor ▇▇▇▇ Atlantic shall be liable under this Agreement for all breaches of representations and warranties for an aggregate amount in excess of $7,500,000,000 (the "Maximum Indemnification"). ----------------------- The foregoing limitations with respect to the Maximum Indemnification shall not apply, however, to any willful misrepresentation or willful breach of warranty by Vodafone or ▇▇▇▇ Atlantic. Notwithstanding the other provisions of this Article IX, no Indemnified Partnership Party shall be entitled to seek indemnification provided under this Article IX for any individual fact, circumstance, condition or occurrence or series of related facts, circumstances, conditions or occurrences that results in a breach of a representation or warranty that involves Losses of less than $100,000. Notwithstanding the foregoing provisions of this Section 8.02 9.5, the indemnification obligations of ▇▇▇▇ Atlantic and Section 8.03 Vodafone set forth in Sections 9.1(a)(ii) or (iii), in the case of ▇▇▇▇ Atlantic, or Sections 9.2(a)(ii) or (iii), in the case of Vodafone, shall not be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay Deductible Amount or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoingany other deductible, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based uponMaximum Indemnification limitation, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05the limitation under the immediately preceding sentence. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable make any indemnification payment pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees 6.2 for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $100,000 in Section 3.01the aggregate. If the total amount of such Damages exceeds $100,000 in the aggregate, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 then the Indemnitees shall be entitled to be indemnified against and Section 4.05compensated and reimbursed for the total amount of such Damages. (db) For purposes The total amount of this ARTICLE VIIIDamages which the Purchaser may be entitled to be indemnified against pursuant to Section 5.2 shall be limited in the aggregate to, any inaccuracy in or the case of the Seller’s indemnification obligations, the Escrowed Shares, provided, that solely with respect to Damages resulting from the Seller’s breach of any representation or warranty the non-competition covenants in Section 7.5 hereof, the total amount of Damages which Purchaser may be entitled to be indemnified against shall be determined without regard limited to any materialitythe Seller’s forfeiture of the total Stock Consideration. (c) The total amount of Damages which the Seller may be entitled to be indemnified against (i) pursuant to Section 6.3(a) shall be limited to $7,500,000, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable and (ii) pursuant to such representation or warrantySection 6.3(b) and 6.3(c), collectively, shall be limited to $3,000,000.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller Stockholders and SED Optionholders shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 150,000.00 (the “Basket”), in which event Seller Stockholders and Optionholders shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED any Stockholder or Optionholder shall be liable pursuant to Section 8.02(a8.02 (a) shall not exceed 100% twenty five percent (25%) of the nominal value overall consideration received by such Stockholder or Optionholder except in the case of a Loss resulting from the Purchase Price set forth Company’s failure to pay any Taxes in Section 2.02 (as adjusted pursuant which case it is not subject to Section 2.04) (the “Cap”)foregoing cap. (b) Buyer and DSS Parent shall not be liable to the Seller Stockholder Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parent shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parent shall be liable pursuant to Section 8.03(a) shall not exceed the Cap$5.0 million. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.033.02(a), Section 3.04, Section 3.19, Section 3.20, Section 3.223.25, Section 3.284.01, Section 4.01 4.04 and Section 4.054.06. Notwithstanding anything to the contrary in this Article VIII or Article VI, in no event shall any Stockholder or Optionholder have a liability for Losses in excess of the consideration received by such Stockholder or Optionholder. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 6.02 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a6.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a6.02(a) and Section 9.02(a) of the Equity Purchase Agreement exceeds $500,000 550,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a6.02(a) and Section 9.02(a) of the Equity Purchase Agreement shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $5,250,000 (the “"Cap”"). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b6.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.20, 3.04 and the first sentence of Section 3.22, 3.05(a). (c) Buyer and TMG shall not be liable to the Seller Indemnitees for indemnification under Section 3.28, 6.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 4.01 6.03(a) and Section 4.059.03(a) of the Equity Purchase Agreement exceeds the Basket, in which event Buyer and TMG shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer and TMG shall be liable pursuant to Section 6.03(a) and Section 9.03(a) of the Equity Purchase Agreement shall not exceed the Cap. (d) Notwithstanding the foregoing, the limitations set forth in Section 6.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.02, Section 4.21 and Section 4.24. (e) For purposes of this ARTICLE VIIIVI, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect materiality or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 Sections 8.2 and Section 8.03 shall be 8.3 is subject to the following limitations: (a) Seller and SED shall is not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.048.2(a) (the “Cap”). (b) Buyer and DSS shall not be liable other than with respect to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Sections 3.1, 3.2, 3.3, 3.4 and 3.22 (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 3.018.2(a) (other than those based upon, Section 3.03arising out of, Section 3.20with respect to or by reason of the Buyer Basket Exclusions) exceeds $50,000, Section 3.22, Section 3.28, Section 4.01 and Section 4.05in which event Seller shall pay or be liable for all such Losses from the first dollar. (db) Buyer is not liable to the Seller Indemnitees for indemnification under Section 8.3(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Sections 4.1 and 4.6 (the “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds $50,000, in which event Buyer shall pay or be liable for all such Losses from the first dollar. (c) For purposes of this ARTICLE VIIIArticle 8, any inaccuracy in or breach of any representation or warranty shall be is determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Selling Stockholders shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 10% of the Purchase Price (the “Basket”), in which event Seller Selling Stockholder shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Selling Stockholder shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Selling Stockholder Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.19, Section 3.20, Section 3.22, Section 3.283.24, Section 4.01 and Section 4.054.04. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) Seller and SED Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(a) exceeds $500,000 50,000 (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket amount. The aggregate amount of all Losses for which Seller and SED Sellers shall be liable pursuant to Section 8.02(a7.02(a) shall not exceed 100% of the nominal value of the Cash Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a7.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.04(a) and Section 8.04(b7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.20, Section 3.22, Section 3.283.18, Section 4.01 and Section 4.054.03 or any fraud, intentional misrepresentation, or willful misconduct. (d) For purposes of this ARTICLE VIIIVII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) The party making a claim under this ARTICLE VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this ARTICLE VII is referred to as the “Indemnifying Party”.

Certain Limitations. The indemnification indemnifications provided for in Section 8.02 and Section 8.03 Article 9 or Article 10 shall be subject to the following limitationsprovisions: (a) Seller and SED Goldcorp USA shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.2(a)(i), Section 9.2(a)(ii), Section 9.2(c)(i) or Section 9.2(c)(ii) (except, with respect to Section 9.2(a)(ii) and 9.2(c)(ii), for Losses based on a breach or non-fulfillment occurring after the Closing of a covenant, agreement or obligation to be performed by Goldcorp USA, whether solely or as one of the Sellers, pursuant to this Agreement) until the aggregate amount of all such Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 1,000,000 (the “BasketGoldcorp USA Deductible”), in which event Seller Goldcorp USA shall only be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds such claims in excess of the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollarGoldcorp USA Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) foregoing shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth be applicable however in Section 8.04(a) and Section 8.04(b) shall not apply to respect of claims for Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 3.6 and Section 4.05no such claims shall be counted towards the Goldcorp USA Deductible. (db) For purposes The aggregate amount of all Losses for which Goldcorp USA shall be liable pursuant to: (i) Section 9.2(a)(i) (other than those Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the representations and warranties set forth in Section 3.6), Section 9.2(a)(ii), Section 9.2(c)(i) and Section 9.2(c)(ii) (except, with respect to Section 9.2(a)(ii) and 9.2(c)(ii), for Losses based on a breach or non-fulfillment occurring after the Closing of a covenant, agreement or obligation to be performed by Goldcorp USA, whether solely or as one of the Sellers, pursuant to this ARTICLE VIIIAgreement) shall not exceed an amount equal to 20% of 2/3 of the Purchase Price; and (ii) Section 9.2(a)(i) based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the representations and warranties set forth in Section 3.6 shall not exceed an amount equal to 50% of 2/3 of the Purchase Price. (c) Homestake shall not be liable for indemnification under Section 9.2(b)(i), Section 9.2(b)(ii), Section 9.2(c)(i) or Section 9.2(c)(ii) (except, with respect to Section 9.2(b)(ii) and 9.2(c)(ii), for Losses based on a breach or non-fulfillment occurring after the Closing of a covenant, agreement or obligation to be performed by Homestake, whether solely or as one of the Sellers, pursuant to this Agreement) until the aggregate amount of all such Losses exceeds $500,000 (the “Homestake Deductible”), in which event Homestake shall only be required to pay or be liable for Losses in respect of such claims in excess of the Homestake Deductible. The foregoing shall not be applicable however in respect of claims for Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.4 and no such claims shall be determined without regard counted towards the Homestake Deductible. (d) The aggregate amount of all Losses for which Homestake shall be liable pursuant to: (i) Section 9.2(b)(i) (other than those Losses based upon, arising out of, with respect to or by reason of any materialityinaccuracy in or breach of the representations and warranties set forth in Section 4.4), Company Material Adverse Effect Section 9.2(b)(ii), Section 9.2(c)(i) and Section 9.2(c)(ii) (except, with respect to Section 9.2(b)(ii) and 9.2(c)(ii), for Losses based on a breach or non-fulfillment occurring after the Closing of a covenant, agreement or obligation to be performed by Homestake, whether solely or as one of the Sellers, pursuant to this Agreement) shall not exceed an amount equal to 20% of 1/3 of the Purchase Price; and (ii) Section 9.2(b)(i) based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the representations and warranties set forth in Section 4.4 shall not exceed an amount equal to 50% of 1/3 of the Purchase Price. (e) Notwithstanding the foregoing, the provisions set forth in Sections 9.4(a), 9.4(b), 9.4(c) and 9.4(d) shall not be applicable in respect of claims for Losses based upon, arising out of, with respect to or by reason of: (i) any claim made under this Agreement which is based upon, or relates to, in any manner whatsoever intentional misrepresentation or fraud by Goldcorp USA or Homestake (and no such claim shall be counted towards the Goldcorp USA Deductible or Homestake Deductible, as applicable); or (ii) the breach or non-fulfilment of any covenant, agreement or obligation to be performed by Goldcorp USA pursuant to Section 2.4, Section 7.10 or Section 7.11. (iii) any claims under Section 9.2(a)(iii) or 9.2(a)(iv). (f) For greater certainty, the provisions set forth in Sections 9.4(a), 9.4(b), 9.4(c) and 9.4(d) shall not be applicable in respect of any claims under Article 10. (g) Buyer shall not be liable for indemnification under Section 9.3(a)(i) or Section 9.3(a)(ii) (except, with respect to Section 9.3(a)(ii), for Losses based on a breach or non-fulfillment occurring after the Closing of a covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement) until the aggregate amount of all such Losses exceeds $1,500,000 (the “Buyer’s Deductible”), in which event Buyer shall only be required to pay or be liable for Losses in respect of such claims in excess of the Buyer’s Deductible. (h) The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 9.3(a)(i) and Section 9.3(a)(ii) (except, with respect to Section 9.3(a)(ii), for Losses based on a breach or non-fulfillment occurring after the Closing of a covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement) to: (i) Goldcorp USA shall not exceed an amount equal to 20% of 2/3 of the Purchase Price; and (ii) Homestake shall not exceed an amount equal to 20% of 1/3 of the Purchase Price. (i) Notwithstanding the foregoing, the limitations set forth in Sections 9.4(g) and 9.4(h) shall not be applicable in respect of claims for Losses based upon, arising out of, with respect to or by reason of any claim made under this Agreement which is based upon, or relates to, in any manner whatsoever intentional misrepresentation or fraud by Buyer (and no such claim shall be counted towards the Buyer’s Deductible). (j) For greater certainty, the provisions set forth in Sections 9.4(g) and 9.4(h) shall not be applicable in respect of claims under Section 9.3(b) or Article 10. (k) Payments by an Indemnifying Party in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar qualification payment received by the Indemnified Party in respect of any such claim. (l) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (m) Sellers shall not be liable under this Article 9 for any Losses based on or arising out of any inaccuracy in or breach of any representation and warranty contained in Article 3, Article 4 or otherwise applicable Article 5 if Buyer had actual knowledge of such inaccuracy or breach at the time of the execution and delivery of the Agreement. For the purpose of this Section 9.4(m), the actual knowledge of Buyer shall mean the actual knowledge of the individuals holding the following positions in Buyer at the time of the execution and delivery of the Agreement: (i) Chief Executive Officer, (ii) Vice President, Business Development and Strategy, (iii) Senior Vice President and Chief Financial Officer, (iv) Senior Vice President, Projects, (v) Vice President, Technical Services, and (vi) Vice President, Legal and Corporate Secretary. Sellers shall have the onus to such representation or warrantyprove the actual knowledge of Buyer under this Section 9.4(m).

Certain Limitations. The (i) No claim for indemnification provided for in Section 8.02 and Section 8.03 shall may be subject to the following limitations: (a) Seller and SED shall not be liable to asserted by the Buyer Indemnitees for indemnification under Section 8.02(aor the Sellers on the basis of any breach of representations or warranties pursuant to Sections 8(b)(i) and 8(c)(i) of this Agreement until the aggregate amount of all Losses in respect of such claims for indemnification under Section 8.02(aby such party(ies) exceeds shall exceed $500,000 100,000 (the “"Aggregate Basket”"), in ; at which event Seller time the party seeking indemnification shall be required entitled to pay or be liable for all such Losses from recover the first dollar. The aggregate amount of the Aggregate Basket, plus all Losses for which Seller amounts in excess thereof; provided, however, that indemnification claims based upon Section 8(b) (ii) or (iii) of this Agreement and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% indemnification claims based upon a breach of the nominal value of the Purchase Price representations and warranties set forth in Section 2.02 (as adjusted pursuant to Section 2.04Sections 3(a)(iii), 3(b)(iv) and 4(d) ("Brokers' Fees"), Section 3(a)(iv) ("Share Ownership"), 4(k) ("Tax Matters"), Section 4(o) ("Accounts Receivable"), Section 4(p) ("Work in Process"), and Section 4(s) ("Employee Benefits") of this Agreement shall not be subject to the “Cap”)Aggregate Basket. In addition, the Aggregate Basket shall not apply to any claim for indemnification hereunder arising out of (i) any breach by a party of any covenant contained herein or (ii) any intentional breach of a representation or warranty or any willful misrepresentation by a party. (bii) Buyer and DSS In no event shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect liability of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable Sellers pursuant to Section 8.03(a8(b) shall not exceed the CapPurchase Price. (ciii) Notwithstanding The Buyer hereby waives, to the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or extent permitted by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE VIIIapplicable law, any inaccuracy in and all rights, claims and cause of action it may have against the Sellers arising under or breach of any representation or warranty shall be determined without regard to any materialitybased upon the Racketeer Influenced and Corrupt Organizations Act, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty18 U.S.C. Section 1962 arising under the transactions contemplated by this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (ai) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which the Seller and SED Indemnitees’ shall be liable pursuant to Section 8.02(a10.2(b)(i) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”).exceed: (bA) Buyer and DSS shall not be liable to in the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount case of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to to, resulting from or by reason of any inaccuracy in or breach of any representation or warranty referred to in Section 3.01Sections 10.1(a)(i) and (iii), Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05.the amount of the Base Purchase Price; (dB) For purposes in the case of this ARTICLE VIIILosses based upon, arising out of, with respect to, resulting from or by reason of any inaccuracy in or breach of any representation or warranty referred to in Section 10.1(a)(ii) or Section 10.1(a)(iv)(B), an amount equal to 15% of the Base Purchase Price; (C) in the case of Losses based upon, arising out of, with respect to, resulting from or by reason of any inaccuracy in or breach of any representation or warranty referred to in Section 10.1(a)(iv)(A) or Section 10.1(a)(v), an amount equal to 7.5% of the Base Purchase Price; (ii) The aggregate amount of Losses for which the Seller Indemnitees’ shall be determined without regard liable pursuant to any materialitySection 10.2(b)(ii), Company Material Adverse Effect (iii), and (iv) shall not exceed the amount of the Base Purchase Price. (iii) Parent shall be required to indemnify and hold harmless the Buyer Indemnitees pursuant to Section 10.2(b)(i) only to the extent that the amount of Losses related to each individual claim or other similar qualification contained in or otherwise applicable series of related claims exceeds an amount equal to 0.75% of the Base Purchase Price (it being understood that such representation or warrantyamount shall be a deductible for which Parent shall bear no indemnification responsibility); provided, however, that this Section 10.4(a)(iii) shall not apply with respect of a breach of the Fundamental Reps.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees No Claim by a Purchaser Indemnitee or Company Indemnitee for indemnification under for claims for breaches of representations and warranties pursuant to Section 8.02(a8.1(a) or Section 8.3(a), respectively, may be made until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) related to such Claims exceeds $500,000 75,000 (the “Basket”), in which event Seller ) whereupon the Indemnifying Party shall be required obligated to pay or be liable in full up to the Cap all amounts for all such Losses from indemnification, including the first dollarentire amount of the Basket. The aggregate amount indemnification obligations for claims for breaches of all Losses for which Seller representations and SED shall be liable warranties pursuant to Section 8.02(a8.1(a) or Section 8.3(a), respectively, apply, and the Purchaser Indemnitee or Company Indemnitee shall be entitled to exercise indemnification rights under Section 8.1(a) or Section 8.3(a), respectively, only for any individual claim or series of similar or related claims with respect to which the aggregate Losses resulting therefrom exceed $5,000 (and all Losses, if they so exceed $5,000, arising from any such claim or series of similar or related claims shall be fully indemnified and counted toward the Basket). (b) The maximum amount of indemnifiable Losses in the aggregate which may be recovered from the Shareholders or Purchaser, respectively, for indemnification for breaches of representations and warranties pursuant to Section 8.1(a) or Section 8.3(a), respectively, and pursuant to Section 7.2(b)(y) with respect to the Shareholders, shall not exceed 100% of the nominal value an amount equal to twenty percent (20%) of the Purchase Price set forth in Section 2.02 (as adjusted pursuant payable to Section 2.04) the Shareholders (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.5(a) and Section 8.04(b8.5(b), neither the Cap nor the Basket shall apply to (i) Claims based on a breach of the Fundamental Representations or the indemnification obligations under Section 8.1(a) with respect to such matters, and (ii) indemnification obligations under Section 8.1(b) through Section 8.1(i) and Section 8.3(b), for which for both clauses (i) and (ii) the maximum amount of indemnifiable Losses in the aggregate which may be recovered from the Shareholders, or the Purchaser, respectively, shall be the Purchase Price payable to the Shareholders, plus (x) if there is a Shareholder Excess, the Company Adjustment Amount, and minus (y) if there is a Purchaser Deficit, the Purchaser Adjustment Amount; provided, however, that the maximum amount of indemnifiable Losses which may be recovered from each Shareholder (other than the Majority Shareholders) with respect to indemnification claims under Section 8.1 of this Agreement, shall not exceed such Shareholder’s Pro Rata Portion of the Purchase Price, plus (x) if there is a Shareholder Excess, the Company Adjustment Amount, and minus (y) if there is a Purchaser Deficit, the Purchaser Adjustment Amount.. (d) Notwithstanding anything contained in this Agreement to the contrary, (i) no Indemnitee shall be entitled to duplicative recoveries arising out of the same facts or circumstances, or (ii) no Purchaser Indemnitee shall be entitled to indemnification for Losses for which Purchaser has otherwise been compensated pursuant to the adjustments pursuant to Section 1.9. (e) Losses payable under Article VIII shall be calculated after giving effect to proceeds actually received by an Indemnitee or their Affiliates from insurance policies maintained by the Indemnitee or their Affiliates covering the Losses that are the subject of the claim for indemnification); provided that the amount deemed to be recovered under insurance policies will also be net of the deductible for such policies and any increase in the premium (and retro-premium adjustments) for such policies to the extent arising out of or in connection with such Losses. (f) The limitations set forth in this Section 8.5 shall not apply to Losses Claims based uponon fraud or intentional misrepresentation, arising out ofand any such Claims shall be excluded in calculating the limitations on indemnification obligations of Shareholders set forth in this Section 8.5. (g) Following the Closing, with respect indemnification pursuant to or by reason the provisions of this Article VIII shall be the exclusive remedy of the parties for any inaccuracy in misrepresentation or breach of any representation warranty or warranty covenant contained in Section 3.01this Agreement (without limiting, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE VIIIwithout any prejudice to, any inaccuracy right or remedy set forth in any other Transaction Document); provided, however, nothing in this Agreement shall limit any party’s equitable remedies or breach of any representation remedy any party hereto may have with respect to fraud or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyintentional breach.

Certain Limitations. (a) The indemnification provided for in Section 8.02 S‎ection 8.02(a) and Section 8.03 ‎Section 8.03(a) shall be subject to the following limitations: (ai) Seller and SED Except with respect to Fraud or indemnification claims in respect of any inaccuracy in or breach of any of the Fundamental Representations, Buyer Indemnified Persons shall not be liable entitled to the Buyer Indemnitees for indemnification under Section S‎ection 8.02(a) until the aggregate amount of all Losses in respect of indemnification against which all Buyer Indemnified Persons would otherwise be entitled to be indemnified under Section 8.02(a) exceeds $500,000 one-half of one percent (0.5%) of the Purchase Price (the “Basket”), considering all such Losses under such section together, in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant in excess of the Basket (subject to Section 8.02(athe other limitations set forth in this ‎Article VIII). For this ‎Section 8.04(a)(i) only, ‎Section 4.03(c) (Certain Data) shall not exceed 100% be considered a Fundamental Representation and Buyer Indemnified Persons shall not be entitled to indemnification under S‎ection 8.02(a) until the aggregate amount of all Losses due to any inaccuracy in or breach of any of the nominal value of representations and warranties in ‎Section 4.03(c) exceeds the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)Basket. (bii) Buyer and DSS Except with respect to Fraud or indemnification claims in respect of any inaccuracy in or breach of any of the Fundamental Representations, the Seller Group Indemnified Persons shall not be liable entitled to the Seller Indemnitees for indemnification under Section S‎ection 8.03(a) until the aggregate amount of all Losses in respect of indemnification against which all Seller Group Indemnified Persons would otherwise be entitled to be indemnified under Section S‎ection 8.03(a) exceeds the Basket, considering all such Losses under such section together, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer in excess of the Basket (subject to the other limitations set forth in this ‎Article VIII). (iii) Except with respect to Fraud or indemnification claims in respect of any inaccuracy in or the breach of any of the Fundamental Representations, the maximum liability of Seller pursuant to ‎Section 8.02(a) shall be liable an amount equal to fifteen percent (15%) of the Purchase Price. (iv) Except with respect to Fraud or indemnification claims in respect of any inaccuracy in or the breach of any of the Fundamental Representations, the maximum liability of Buyer pursuant to Section ‎Section 8.03(a) shall not exceed be an amount equal to fifteen percent (15%) of the CapPurchase Price. (v) Except with respect to Fraud, the maximum liability of Seller for breach of any Fundamental Representations shall be an amount equal to one hundred percent (100%) of the Purchase Price. (vi) Except with respect to Fraud, the maximum liability of Buyer for breach of any Fundamental Representations shall be an amount equal to one hundred percent (100%) of the Purchase Price. (b) Except with respect to Fraud, the maximum liability of Seller pursuant to ‎Section 8.02 shall be an amount equal to one-hundred percent (100%) of the Purchase Price. (c) Except with respect to Fraud, the maximum liability of Buyer pursuant to ‎Section 8.03 shall be an amount equal to one-hundred percent (100%) of the Purchase Price. (d) Notwithstanding anything to the foregoingcontrary set forth in this Agreement: (i) all indemnification payments owed to any Buyer Indemnified Persons pursuant to this ‎Article VIII by Seller shall, subject to the limitations set forth in Section this Agreement (including, for the avoidance of doubt, the certain limitations set forth in S‎ection 8.04(a) and Section 8.04(b), be paid, first, from the Escrow Funds and, for any remaining amount in excess of the Escrow Funds, directly from Seller; and (ii) all indemnification payments owed to any Seller Group Indemnified Persons pursuant to this Article VIII by Buyer shall, subject to the limitations set forth in this Agreement (including, for the avoidance of doubt, the certain limitations set forth in Section 8.04(a)and ‎Section 8.04(c)), be paid directly from Buyer. (e) The amount of any and all Losses under this Article VIII will be determined net of any Tax benefit and any amounts actually recovered by the Indemnified Party in respect of any such Loss under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or Contract pursuant to which such Indemnified Party is a party or has rights, less any related costs and expenses, including the reasonable aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or chargebacks. Notwithstanding the foregoing, no Indemnified Party shall not apply be required to commence litigation in order to enforce its rights under any insurance policies. Buyer shall, and shall cause each Buyer Indemnified Person to, take all commercially reasonable efforts to pursue and obtain any such insurance proceeds and any indemnity, contribution or other similar payments, subject to the foregoing limitation. Buyer shall, and shall cause each Buyer Indemnified Person to, take all commercially reasonable steps to mitigate any Losses based uponfor which they are entitled to indemnification under this ‎Article VIII. (f) No Indemnified Party shall be entitled to be compensated more than once for the same Loss. (g) For purposes of determining the amount of Losses resulting from, arising out ofor whether there was, any breach of or inaccuracy in any representation or warranty contained in this Agreement, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded. (h) The Parties recognize that the Buyer Indemnified Persons may have the ability to seek indemnification for an indemnifiable claim under multiple subsections in Section8.02. Accordingly, and notwithstanding anything to the contrary set forth herein, with respect to or by reason of any inaccuracy in or indemnifiable claim that is a breach of any representation or warranty of the representations and warranties set forth in Section 3.01this Agreement, Section 3.03the Buyer Indemnified Persons shall assert such indemnifiable claim under ‎Section 8.02(a) to the extent indemnification is available for an indemnifiable claim under such section, Section 3.20and, Section 3.22for the avoidance of doubt, Section 3.28shall not assert such claim under any other subsection of ‎Section 8.02 while indemnification is available for an indemnifiable claim under ‎Section 8.02(a). If indemnification is not available under S‎ection 8.02(a) for any reason, Section 4.01 and Section 4.05a Buyer Indemnified Person shall have discretion to select which subsection(s) it seeks indemnification for an indemnifiable claim. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller The aggregate amount of all Losses for which any party may be liable pursuant to (i) Section 8.02(a) and SED Section 8.02(b) or (ii) Section 8.03(a) and Section 8.03(b) shall not exceed the Purchase Price. (b) Indemnifying Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until (i) the aggregate amount of all Losses in respect of any claim or series of related claims exceeds $15,000 and (ii) the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 one half of one percent (0.5%) of the Purchase Price (the “Basket”), in which event Seller Indemnifying Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Indemnifying Sellers shall be liable pursuant to Section 8.02(a)) shall not exceed 100% of the nominal value ten percent (10%) of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (bc) Buyer and DSS the Operator shall not be liable to the Seller Sellers Indemnitees for indemnification under Section 8.03(a) until (i) the aggregate amount of all Losses in respect of any claim or series of related claims exceeds $20,000 and (ii) the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer and the Operator shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer and the Operator shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.04(b) and Section 8.04(b8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.01, Section 3.034.02, Section 3.204.03(a) and (b), Section 3.224.08, Section 3.284.20, Section 4.01 4.21, Section 5.01, Section 5.02, Section 5.03(a)(i), Section 5.03(b)(i) and Section 4.055.04. (de) For purposes of this ARTICLE VIIIArticle VIII (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) No party shall be required to indemnify any other party for any otherwise indemnifiable Loss to the extent such Loss is specifically included in the final calculations of the Closing Statement. In no event may an Indemnified Party be entitled under this Agreement to duplicate monetary recovery for the same Losses. (g) Each Indemnified Party shall use commercially reasonable efforts to avoid or mitigate any Loss for which it is entitled to seek indemnification hereunder (which such efforts, for the avoidance of doubt, shall not obligate any Indemnified Party to file a lawsuit against any third party). Notwithstanding anything to the contrary contained in this Agreement as it relates to any claim for indemnification pursuant to Section 8.02 or Section 8.03, each party hereto shall, and shall cause its affiliated Indemnitees to, use commercially reasonable efforts to seek recovery, at its or their own expense, under all applicable insurance policies, and indemnification or reimbursement rights covering any such claim; provided, that, nothing in the foregoing shall (i) require any Indemnified Party to commence litigation against any insurer or (ii) limit such Indemnified Party’s ability to simultaneously seek or obtain recovery against the indemnifying party hereunder. The amount of any Losses for which indemnification is provided under this Article VIII will be net of any amounts actually recovered by the Indemnified Party under insurance policies, indemnity, contribution or other third party recoveries with respect to such Losses, net of any expenses, including Taxes incurred in connection with such recovery. To the extent that an Indemnified Party receives any amount under insurance coverage or other recovery with respect to a matter for which an Indemnified Party has previously obtained payment in indemnification pursuant to this Article VIII, such Indemnified Party (or their respective applicable Indemnitee), as the case may be, shall, as soon as reasonably practicable after receipt of such insurance proceeds or other recovery, pay and reimburse to the other party, the lower of (i) any prior indemnification payment and (ii) the amount of the insurance proceeds or other recovery, minus the cost and expense of pursuing such recovery. For the avoidance of doubt, notwithstanding the foregoing, the parties acknowledge and agree that none of the Buyer’s or Operator’s insurance policies shall provide any coverage for any pre-Closing period and neither Buyer nor Operator shall be obligated to seek any recovery thereunder. (h) Notwithstanding anything to the contrary contained in this Agreement as it relates to any claim for indemnification pursuant to Section 8.02(d) or Section 8.03(c), no party shall be liable for any Loss incurred by an Indemnified Party relating to any Loss which is contingent only, unless and until such contingent Loss gives rise to an actual obligation to make payment. (i) For the avoidance of doubt, and notwithstanding anything to the contrary herein, the Buyer Indemnitees shall not be entitled to indemnification under this Agreement with respect to any Losses for which the Buyer Indemnitees are seeking indemnification that relate to, arise out of or result from (i) any environmental investigation or sampling, including any sampling of air, soil, soil gas, surface water, groundwater, building materials or other environmental media, except to the extent such investigation or sampling is required under applicable Environmental Law, Environmental Permit, Governmental Order or by a Governmental Authority or under the Leases;

Certain Limitations. The indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) Seller and SED Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a8.2(a), or Section 8.2(c) with respect to Taxes (other than income, sales, use, withholding, payroll, employment, gross receipt, property or federal and state universal service fund Taxes), (i) for any single Loss (or series of related or similar Losses) of less than US$25,000, but, if over such amount, the Buyer Indemnified Parties shall be entitled to record the full amount of such Loss, including the first US$25,000 and (ii) unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a8.2(a) exceeds $500,000 US$150,000.00 (the “Basket”), in which event Seller the Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Sellers shall be liable pursuant to Section 8.02(a8.2(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)US$1,500,000. (b) Buyer and DSS Parent shall not be liable to the Seller Indemnitees Sellers for indemnification under Section 8.03(a8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.3(a) exceeds the Basket, in which event Buyer and Parent shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the CapUS$1,000,000. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.4(a) and Section 8.04(b8.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.1, Section 3.034.2, Section 3.204.15, Section 3.224.16, Section 3.284.18, Section 4.01 5.1 and Section 4.055.6; provided, however that the aggregate liability of Sellers for all Losses under this Article VIII shall not exceed the Purchase Price. The aggregate liability of Sellers with respect to an invalid Section 338(h)(10) Election, including as a result of a breach or inaccuracy of any of the representations in Section 4.7(r) or a breach of a covenant in Section 7.1(c) or 7.8, shall not exceed the 338(h)(10) Gross-Up Amount. (d) Any indemnification obligation pursuant to Section 8.2 or 8.3 shall be net of any Tax benefit to the indemnified party or its affiliates resulting from the event that gives rise to such indemnification obligations. (e) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED The Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 400,000 (the “Basket”), in which event Seller the Sellers shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller and SED the Sellers shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $5,800,000 (the “Cap”); provided, however, notwithstanding the foregoing, the aggregate amount of all Losses for which the Sellers shall be liable pursuant to a breach of Fundamental Representation shall not exceed the Purchase Price. (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation Fundamental Representation, or warranty for fraud or intentional misrepresentation. Further, for the sake of clarity, the limitations set forth in Section 3.018.04(a) shall not apply to Losses resulting from, Section 3.03arising out of, Section 3.20or based upon Sections 8.02(b), Section 3.22(c), Section 3.28(d), Section 4.01 (e), (f), (g) and Section 4.05(h). (d) For purposes of this ARTICLE VIII8, any inaccuracy in or breach of any representation or warranty warranty, and the extent of any Losses pursuant thereto, shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 Sections 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) Seller and SED Shareholders shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a8.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a8.2(a) exceeds $500,000 250,000 (the “BasketDeductible”), in which event Seller Shareholders shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Shareholders shall be liable pursuant to Section 8.2(a) shall not exceed the Indemnification and Adjustment Holdback Amount. (b) Parent shall not be liable to the Shareholder Indemnitees for indemnification under Section 8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the Deductible, in which event Parent shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Parent shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the CapIndemnification and Adjustment Holdback Amount. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(aSections 8.4(a) and Section 8.04(b8.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01Sections 3.1, Section 3.033.2(a), Section 3.203.4, Section 3.223.19, Section 3.283.24, Section 4.01 4.1, 4.3, 4.11, 4.12 and Section 4.054.13. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) The Indemnified Party’s right to indemnification under this Article VIII on account of any Losses shall be reduced by the net amount of all reductions in cash income Taxes paid by the Indemnified Party and its Affiliates by reason of such Loss in the taxable year or period in which the relevant Loss was incurred for income tax purposes. For purposes of this Agreement, the amount of any reduction in cash income Taxes paid by the Indemnified Party and its Affiliates shall be calculated by measuring the difference between the amount of income Taxes that would be due (without regard to payments or overpayments) to a Tax Authority with respect to the Indemnified Party and its Affiliates, without taking into account any deductions, credits, losses or other Tax attributes associated with any Loss, and the amount of Taxes actually due (without regard to payments or overpayments) to a Tax Authority with respect to the Indemnified Party and its Affiliates taking into account the deductions, credits, losses or other Tax attributes resulting from any Loss; provided, that if any such reduction in cash income Taxes paid is realized by the Indemnified Party and its Affiliates after any payment is made under this Article VIII, the Indemnified Party shall pay to the Indemnifying Party the amount of any such reduction in cash income Taxes paid within fifteen (15) days after filing any income Tax Return (which for this purpose shall not include any payment of estimated Taxes) that reflects any reduction in cash income Taxes paid by the Indemnified Party and its Affiliates.

Certain Limitations. The indemnification provided for in Section 8.02 8.3 and Section 8.03 8.4 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a8.3(a) or Section 8.3(b) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a8.3(a) or Section 8.3(b) exceeds $500,000 100,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a8.3(a) or Section 8.3(b) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $3,000,000 (the “"Cap”"). (b) Buyer and DSS shall not be liable to the Seller Indemnitees Indemnified Parties for indemnification under Section 8.03(a8.4(a) or Section 8.4(b) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.4(a) or Section 8.4(b) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a8.4(a) or Section 8.4(b) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.5(a) and Section 8.04(b8.5(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation or any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 5.1 and Section 4.055.2. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The aggregate amount of all Losses for which any party may be liable pursuant to (I) Section 8.02(a) and Section 8.02(b) or (II) Section 8.03(a) and Section 8.03(b) shall not exceed the Purchase Price. (b) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until (I) the aggregate amount of all Losses in respect of any claim or series of related claims exceeds $20,000 and (II) the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 one half of one percent (0.5%) of the Purchase Price (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value ten percent (10%) of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (bc) Buyer and DSS the Operator shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until (I) the aggregate amount of all Losses in respect of any claim or series of related claims exceeds $20,000 and (II) the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer and the Operator shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer and the Operator shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.04(b) and Section 8.04(b8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.01, Section 3.034.02, Section 3.204.03(a), Section 3.224.20, Section 3.284.21, Section 4.01 5.01, Section 5.02, Section 5.03(a)(i), Section 5.03(b)(i) and Section 4.055.04. (de) For purposes of this ARTICLE VIIIArticle VIII (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty (other than (i) the representations and warranties set forth in Section 4.04 and Section 4.06(a), and (ii) any reference to material or a materiality qualifier in the creation of any lists required to be scheduled pursuant to the representations and warranties set forth in Article IV) shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) No party shall be required to indemnify any other party for any otherwise indemnifiable Loss to the extent such Loss is specifically included in the final calculations of the Closing Statement. In no event may an Indemnified Party be entitled under this Agreement to duplicate monetary recovery for the same Losses. (g) Each Indemnified Party shall use commercially reasonable efforts to avoid or mitigate any Loss for which it is entitled to seek indemnification hereunder (which such efforts, for the avoidance of doubt, shall not obligate any Indemnified Party to file a lawsuit against any third party). Notwithstanding anything to the contrary contained in this Agreement as it relates to any claim for indemnification pursuant to Section 8.02 or Section 8.03, each party hereto shall, and shall cause its affiliated Indemnitees to, use commercially reasonable efforts to seek recovery, at its or their own expense, under all applicable insurance policies, and indemnification or reimbursement rights covering any such claim; provided, that, nothing in the foregoing shall (i) require any Indemnified Party to commence litigation against any insurer or (ii) limit such Indemnified Party’s ability to simultaneously seek or obtain recovery against the indemnifying party hereunder. The amount of any Losses for which indemnification is provided under this Article VIII will be net of any amounts actually recovered by the Indemnified Party under insurance policies, indemnity, contribution or other third party recoveries with respect to such Losses, net of any expenses, including Taxes incurred in connection with such recovery. To the extent that an Indemnified Party receives any amount under insurance coverage or other recovery with respect to a matter for which an Indemnified Party has previously obtained payment in indemnification pursuant to this Article VIII, Buyer or Seller (or their respective applicable Indemnitee), as the case may be, shall, as soon as reasonably practicable after receipt of such insurance proceeds or other recovery, pay and reimburse to the other party, the lower of (i) any prior indemnification payment and (ii) the amount of the insurance proceeds or other recovery, minus the cost and expense of pursuing such recovery. (h) Notwithstanding anything to the contrary contained in this Agreement as it relates to any claim for indemnification pursuant to Section 8.02(c) or Section 8.03(c), no party shall be liable for any Loss incurred by an Indemnified Party relating to any Loss which is contingent only, unless and until such contingent Loss gives rise to an actual obligation to make payment. (i) For the avoidance of doubt, and notwithstanding anything to the contrary herein, the Buyer Indemnitees shall not be entitled to indemnification under this Agreement with respect to any Losses for which the Buyer Indemnitees are seeking indemnification that relate to, arise out of or result from (i) any environmental investigation or sampling, including any sampling of air, soil, soil gas, surface water, groundwater, building materials or other environmental media, except to the extent such investigation or sampling is required under applicable Environmental Law, Environmental Permit, Governmental Order or by a Governmental Authority; (ii) any disclosure, report or communication to, or initiation or encouragement of any action by, any Governmental Authority or other third party relating to any matters arising under Environmental Laws or Environmental Permit, in each case performed by or on behalf of any Buyer Indemnitee or any of its Affiliates, except to the extent Buyer demonstrates to Seller in advance of undertaking such investigation, sampling, disclosure, report, communication, initiation or encouragement that such action is required to be undertaken to meet the minimum requirements of any applicable Environmental Law or Environmental Permit or pursuant to the order or directive of any Governmental Authority or (iii) any cleanup, remedial action or similar activity other than as required by Environmental Law, Environmental Permit, Governmental Order or by a Governmental Authority, and then only to comply with the least stringent cleanup standards based upon the commercial or industrial use classification applicable to the property, which standards shall include, where available, natural attenuation, deed restrictions or use limitations and/or engineering controls, to the extent such mechanisms are allowed under Environmental Law, are approved by or otherwise acceptable to the applicable Governmental Authority to achieve the least stringent cleanup standards, and do not materially interfere with the use of the Purchased Assets or operation of the Business as currently conducted. (j) No party shall be obligated to indemnify any other party (i) with respect to any breach of any representation or warranty under Section 8.02(a) or Section 8.03(a), as applicable, of which such party seeking indemnification under this Article VIII had actual knowledge prior to the date of this Agreement, (ii) for any Losses for which a claims notice hereunder was not duly delivered prior to the applicable Outside Claim Date or (iii) with respect to any breach of any representation, warranty, covenant or condition specifically waived in writing by the other party on or prior to the Closing. Additionally, no party shall be obligated to indemnify any other party for any Losses with respect to any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such first party prior to the Closing for which a claims notice hereunder is not duly delivered prior to the date that is four (4) months from the Closing Date.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) 5.1 until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a5.1 exceeds Fifteen Thousand Dollars ($15,000) exceeds $500,000 (the “Basket”), in which event Seller the Buyer Indemnitees shall be required entitled to pay or be liable for all recover only the amount of such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% in excess of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)Basket. (b) The Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) 5.2 until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) 5.2 exceeds the Basket, in which event Buyer the Seller Indemnitees shall be required shall be entitled to pay or be liable for all recover only the amount of such Losses from in excess of the first dollar. Basket. (c) The aggregate amount of all Losses for which Buyer an indemnifying party shall be liable pursuant under Section 5.1(a) or Section 5.2(a), as the case may be, after giving effect to Section 8.03(a5.4(a) and Section 5.4(b), as the case may be, shall not exceed One Million Dollars ($1,000,000) (the “Indemnification Cap”). Except as set forth in the preceding sentence, the aggregate amount of all Losses for which either party shall be liable under this Agreement with respect to any and all claims, including, without limitation, claims for breach of any representation, warranty, covenant, agreement or obligation set forth herein (including under Sections 5.1(b)-(f) or Section 5.2(b) hereof) or otherwise relating to the subject matter of this Agreement, shall not exceed Three Million Dollars ($3,000,000) (the “Liability Cap”). (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a5.4(a), Section 5.4(b) and Section 8.04(b5.4(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of intentional fraud or any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05Fundamental Representation. (de) For purposes At Closing, Buyer shall deposit Three Hundred Thousand ($300,000) of the Purchase Price in a Buyer bank account (“Retention Fund), which amount, after delivery of the Distribution Notice to, and consultation with, Seller, and subject to the last sentence of this ARTICLE VIIISection 5.4(e), any inaccuracy may be used in Buyer’s reasonable discretion to partially or breach fully satisfy Seller’s indemnification obligations, claims against Buyer for Seller’s tax liabilities, and claims against Buyer for Seller’s Retained Liabilities. The Retention Fund shall be subject to the Basket and Cap provisions and other terms of this Agreement. The Retention Fund shall be held for a period of six months post-Closing and the remaining balance plus interest shall be distributed to Seller within thirty (30) days after the expiration of six months post-Closing. The Buyer shall promptly, but in no event thirty (30) days prior to the intended payment from the Retention Fund, provide Seller with notice of any representation intended payment (“Distribution Notice”) made from the Retention Fund. Seller will have thirty (30) days from receipt of each Distribution Notice to pay such claim or warranty provide a detailed reasonable objection disputing the potential distribution hereunder. Buyer and ▇▇▇▇▇▇ shall consider and negotiate the dispute in good faith, and, if ▇▇▇▇▇ and Seller cannot agree on a resolution to the dispute, then the disputed amount shall not be paid out of the Retention Fund and the dispute will be resolved by a court of competent jurisdiction. (f) In calculating the amount of Losses recoverable pursuant to this Article V, the amount of such Losses shall be determined without regard reduced by (A) any insurance proceeds actually received by the Indemnified Party from any unaffiliated insurance carrier offsetting the amount of such Loss, net of any expenses incurred by the Indemnified Party in obtaining such insurance proceeds (including the payment of a deductible with respect to the same), and (B) any materialityrecoveries actually received by the Indemnified Party from other Persons pursuant to indemnification (or otherwise) with respect thereto, Company Material Adverse Effect net of any expenses incurred by the Indemnified Party in obtaining such payment. If any Losses for which indemnification payments have actually been received by the Indemnifying Party hereunder are subsequently reduced by any insurance payment or other similar qualification contained recovery actually received from another Person, the Indemnified Party shall promptly remit the amount of such recovery to the applicable Indemnifying Party (up to the amount of the payment by the applicable Indemnifying Party, after deducting therefrom the full amount of the expenses incurred by such Indemnified Party (i) in procuring such recovery or otherwise applicable (ii) in connection with such indemnification to such representation the extent required to be, but which have not been, paid or warrantyreimbursed).

Certain Limitations. The indemnification provided for in Section 8.02 8.02, Section 8.03, and Section 8.03 Article VI shall be subject to the following limitations: (a) Seller and SED The Shareholder shall not be liable to the Buyer 4Front Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds Two Hundred Thousand Dollars ($500,000 200,000.00 USD) (the “Basket”), in which event Seller the Shareholder shall be required to pay or be liable for all such Losses from the first dollardollar (provided, however, that the Basket shall not apply with respect to Losses arising out of breaches of Section 3.01, Section 3.02, Section 3.03 or Section 3.14). The aggregate amount of all Losses for which Seller and SED the Shareholder shall be liable pursuant to Section 8.02(a), Article VI, and Section 8.02(a) of the Real Estate MIPA shall not exceed 100% of the nominal value of Cap as defined in the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) Real Estate MIPA (the “Cap”).. 4817-8152-4729.10 39 (b) Buyer and DSS 4Front shall not be liable to the Seller Shareholder Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer 4Front shall be required to pay or be liable for all such Losses from the first dollardollar (provided, however, that the Basket shall not apply with respect to Losses arising out of breaches of Section 4.01 or Section 4.04). The aggregate amount of all Losses for which Buyer 4Front shall be liable pursuant to Section 8.03(a) and Section 8.03(a) of the Real Estate MIPA shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) In the event that the subject matter of any claim by 4Front Indemnitees for indemnification under Section 8.02 is covered by any insurance (including title insurance) held by 4Front, the Company, the Surviving Corporation and/or any of their respective Affiliates (following the Closing) or any third party indemnification agreement or the like to which 4Front, the Surviving Corporation and/or any of their respective Affiliates (following the Closing) is a beneficiary, the amount for which such 4Front Indemnitee is entitled to indemnification under Section 8.02 shall be reduced by the amount of insurance or other indemnification proceeds actually received (net of any costs or expenses incurred in obtaining such recoveries, including any increases in insurance premiums reasonably attributable to the applicable claim). In the event that any 4Front Indemnitee receives insurance proceeds after being paid by the Shareholder with respect to an indemnifiable matter under Section 8.02, 4Front Indemnitee in receipt of such insurance proceeds will remit such proceeds to the Shareholder (net of any costs or expenses incurred in obtaining such recoveries, including any resulting increases in insurance premiums); provided that the remittance of such insurance proceeds shall not exceed the amount previously paid by the Shareholder with respect to such matter. For the avoidance of doubt, (i) nothing in this section shall be deemed to waive or limit the subrogation rights of any insurer and (ii) nothing in this section shall be deemed to impose any obligation on 4Front or the Surviving Corporation to pursue recovery from any such insurance or third-party agreement, nor to maintain any of the same.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 10,000 (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Sellers shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $250,000 (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Sellers Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.19, Section 3.20, Section 3.22, Section 3.283.25, Section 4.01 and Section 4.054.03 or (ii) claims based upon fraud or willful misconduct. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) All obligations of the Sellers hereunder are several and not joint, and in no event shall a party have any liability or obligation with respect to the acts or omissions of any other party to this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Parties shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a8.02 exceeds twenty-four thousand and 00/100 dollars ($24,000.00) exceeds $500,000 (the “Basket”), in which event Seller Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation Seller Fundamental Representation or warranty in Section 3.01Buyer Fundamental Representation, Section 3.03or from Losses arising from fraud, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05criminal activity or willful misconduct. (d) For purposes of this ARTICLE VIIIVIII (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds One Hundred Fifty Thousand Dollars 00/100 $500,000 150,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) 8.02 shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 Nine Hundred Thousand Dollars 00/100 (as adjusted pursuant to Section 2.04$900,000) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.01, Section 3.034.02, Section 3.204.08, Section 3.224.18, Section 3.284.09, Section 4.01 4.21, Section 4.22, Section 4.24, Section 5.01, Section 5.02 and Section 4.055.04. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) The representations, warranties and covenants of Seller and Buyer’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of Buyer or by reason of the fact that the Buyer knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Buyer’s waiver of any conditions set forth in Section 7.02.

Certain Limitations. The indemnification provided for in Section 8.02 5.2 and Section 8.03 5.3 shall be subject to the following limitations: (a) Seller and SED The Selling Stockholders shall not be liable to the Buyer Axesstel Indemnitees for indemnification under Section 8.02(a) 5.2 until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) 5.2 exceeds $500,000 (the “Basket”), in which event Seller Selling Stockholders shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED the Selling Stockholders shall be liable pursuant to Section 8.02(a) 5.2 shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $1.5 million (the “Cap”). (b) Buyer and DSS Axesstel shall not be liable to the Seller Flexcomm Indemnitees for indemnification under Section 8.03(a) 5.3 until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) 5.3 exceeds the Basket, in which event Buyer Axesstel shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Axesstel shall be liable pursuant to Section 8.03(a) 5.3 shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a5.4(a) and Section 8.04(b5.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in (a) Section 3.013.1(a), Section 3.033.1(b), Section 3.203.1(e), Section 3.223.1(f), Section 3.283.2(a), Section 4.01 3.2(b), Section 3.2(e), and Section 4.053.2(f). (d) For purposes of this ARTICLE VIIIV, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 9.02 shall be subject to the following limitations: : (a) Seller and SED Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.02(a) and Section 6.02(a) of the Goodwill Purchase Agreement exceeds $500,000 550,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Sellers shall be liable pursuant to Section 8.02(a9.02(a) and Section 6.02(a) of the Goodwill Purchase Agreement shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $5,250,000 (the “"Cap”"). . - 74 - (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b9.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.204.01, Section 3.224.02, Section 3.284.03, the first two sentences of Section 4.09(a), Section 4.01 4.20, Section 5.01, Section 5.03, the first sentence of Section 5.10(a), and Section 4.05. 5.21. (c) Buyer and TMG shall not be liable to the Seller Indemnitees for indemnification under Section 9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.03(a) and Section 6.03(a) of the Goodwill Purchase Agreement exceeds the Basket, in which event Buyer and TMG shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer and TMG shall be liable pursuant to Section 9.03(a) and Section 6.03(a) of the Goodwill Purchase Agreement shall not exceed the Cap. (d) Notwithstanding the foregoing, the limitations set forth in Section 9.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 6.01, Section 6.02, Section 6.03, the first sentence of Section 6.08(a), Section 6.21 and Section 6.24. (e) For purposes of this ARTICLE VIIIIX, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or TMG Material Adverse Effect, as applicable, or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to Section 8.01 and to the following limitations: (a) Seller and SED The Indemnifying Holders shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds One Hundred Twenty-Five Thousand Dollars ($500,000 125,000) (the “Basket”), in which event Seller the Indemnifying Holders shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED the Indemnifying Holders shall be liable pursuant to Section 8.02(a) shall not exceed 100% the amount then remaining in the Indemnification Escrow Fund at the time of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) such claim (the “Cap”). The maximum aggregate liability of an Indemnifying Holders for indemnification under this Article VIII shall not exceed the amount of proceeds actually received by such Indemnifying Holder. (b) Buyer and DSS Parent shall not be liable to the Seller Stockholder Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parent shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parent shall be liable pursuant to Section 8.03(a) shall not exceed the CapSix Hundred Twenty-Five Thousand Dollars ($625,000). (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) Basket shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.013.01 (Organization and Qualification of the Company), Section 3.033.02(a) (Authority), Section 3.203.04 (Capitalization) , Section 3.22, Section 3.283.27 (Brokers), Section 4.01 (Organization and Authority of Parent and Merger Sub) and Section 4.054.04 (Brokers). For the avoidance of doubt, the Basket shall not apply to any Tax related Losses to which the indemnity in Article VI hereof applies. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) If a Parent Indemnitee is owed any amount in respect of Losses hereunder and has actually realized any Loss Tax Benefit arising from the incurrence or payment of such Losses, then such Losses shall be calculated net of such Loss Tax Benefit. For purposes hereof, “Loss Tax Benefit” shall mean the Tax savings or benefits actually realized (through a reduction of Taxes actually payable) by such Parent Indemnitee (or any Affiliate) in the year of the Loss or the two immediately succeeding taxable years.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 10,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $2,500,000 (the “Cap”). Notwithstanding the foregoing, Losses that the Company incurs as a result of having to pay any State Taxes shall be excluded from the Cap, and Seller shall be obligated to reimburse or indemnify Buyer for any such State Tax payments made by the Company. (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.19, Section 3.20, Section 3.22, Section 3.28, Section 4.01 3.24 and Section 4.054.01. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in this Section 8.02 and Section 8.03 6 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the any Buyer Indemnitees Indemnitee for indemnification under Section 8.02(a6.2(a), and Buyer shall not be liable to any Seller Indemnitee under Section 6.3(a) (i) unless and until the aggregate amount of all Losses Adverse Consequences in respect of indemnification under either Section 6.2(a) or Section 6.3(a), as applicable, exceeds 1% of the Purchase Price (the “Indemnification Threshold”) and then only to the extent that the aggregate amount of all Adverse Consequences exceeds the Indemnification Threshold, or (ii) for any amount of Adverse Consequences in respect of indemnification under Section 8.02(a6.2(a) exceeds $500,000 (the “Basket”or Section 6.3(a), as applicable, in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount excess of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 10020% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Indemnification Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, neither the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not Indemnification Threshold nor the Indemnification Cap will apply to Losses based upon, arising out of, limit indemnification with respect to or Adverse Consequences arising (x) by reason of any inaccuracy in or breach of a Fundamental Representation; (y) under Sections 6.2(b), 6.2(c), 6.2(d) or 6.2(e); or (z) under Sections 6.3(b) or 6.3(c). (b) Seller shall not be liable to any representation Buyer Indemnitee for indemnification under Section 6.2(e) with respect to any Assumed Liability Excess unless such claim for indemnification is asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from Buyer to Seller on or warranty prior to the date that is the eighteen (18) month anniversary of the Closing Date. (c) Seller shall not be liable to any Buyer Indemnitee for any Adverse Consequences to the extent such Adverse Consequences are included in the calculation of any adjustment to the Preliminary Purchase Price as finally determined pursuant to Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.052.7 of this Agreement. (d) For purposes Except for (i) indemnification claims pursuant to Section 6.2(c) and (ii) multiple, exemplary, consequential, special, indirect, or other damages that are not compensatory in nature in an aggregate amount not to exceed $1,000,000 in excess of this ARTICLE VIIIthe aggregate of all compensatory damages, Seller shall not be liable to any inaccuracy Buyer Indemnitee for any multiple, exemplary, consequential, special, indirect, or other damages that are not compensatory in nature. In no event shall Buyer be entitled to any punitive damages. (e) Seller shall not be liable to any Buyer Indemnitee under Section 6.2(a) with respect to any environmental condition or breach any costs arising out of any representation environmental condition to the extent caused, created, aggravated or warranty shall be determined without regard to exacerbated by any materialityBuyer Indemnitee or its agents, Company Material Adverse Effect contractors, or employees. Any monitoring, investigation, characterization, abatement, cleanup, remediation, response, remedial action, corrective action, closure or other similar qualification contained activity relating to any obligation, if any, of Seller under Section 6.2 arising from any environmental condition shall be conducted in a cost-effective and commercially reasonable manner solely for a continued industrial land use and employing risk-based standards, land use restrictions, environmental covenants, engineering controls, institutional controls, and the like, to obtain a government no further action, completion or otherwise applicable closure, as applicable, determination. (f) Notwithstanding anything to such representation or warrantythe contrary set forth in this Agreement, under no circumstances shall any Indemnifying Party be liable to any Indemnified Party for indemnification hereunder for any amount in excess of the Purchase Price.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 50,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $50,000 (the “"Cap”"). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.01, Section 3.034.02, Section 3.204.08, Section 3.224.09, Section 3.284.18, Section 4.01 4.19, Section 4.21, Section 4.22, Section 5.01, Section 5.02 and Section 4.055.04. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(a) exceeds Fifty Thousand Dollars ($500,000 50,000) (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket amount. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a7.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 One Million Five Hundred Thousand Dollars (as adjusted pursuant to Section 2.04$1,500,000) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket amount. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a7.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply with respect to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.01 (Organization and Qualification of Seller), Section 3.034.02 (Authority of Seller), Section 3.204.16 (Environmental Matters), Section 3.224.17 (Employee Benefit Matters), Section 3.284.19 (Taxes), Section 4.01 4.20 (Brokers), Section 5.01 (Organization of Buyer), Section 5.02 (Authority of Buyer), Section 5.04 (Brokers) and Section 4.055.07 (Valid Issuance), the Basket shall not apply and the Cap shall increase from $1,500,000 to the Purchase Price. (d) For purposes of this ARTICLE VIIIArticle VII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Each party shall (and shall cause its Affiliates to) use reasonable commercial efforts to pursue all legal rights and remedies available in order to mitigate the Losses for which indemnification is provided to it under this Article VII, in accordance with applicable law. (f) The amount of Losses for which indemnification is provided under this Agreement will be reduced to take account of any Tax benefit actually received by the Indemnified Party arising from the incurrence or payment of any such Losses. (g) The amount of Losses recoverable by an Indemnified Party under this Article VII with respect to an indemnity claim shall be reduced by the amount of any payment actually received by such Indemnified Party (or an Affiliate thereof), with respect to the Losses to which such indemnity claim relates, from an insurance carrier, net of any expenses incurred in connection therewith, including any increases to insurance premiums. An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims to which it may be entitled in connection with any Losses it incurs, and the parties shall cooperate with each other in pursuing insurance claims with respect to any Losses or any indemnification obligations with respect to Losses. If an Indemnified Party (or an Affiliate) actually receives any insurance payment in connection with any claim for Losses for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the excess of (A) the amount previously received by the Indemnified Party under this Article VII with respect to such claim plus the amount of the insurance payments actually received, net of any expenses incurred in connection therewith, including any increases to insurance premiums, over (B) the amount of Losses with respect to such claim which the Indemnified Party has become entitled to receive under this Article VII.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The Seller and SED Indemnitors shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds One Hundred Thousand Dollars ($500,000 100,000) (the “Basket”), in which event Seller Sellers shall only be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which the Seller and SED Indemnitors shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 One Million Dollars (as adjusted pursuant to Section 2.04$1,000,000) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Sellers Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of of, (i) fraud or willful or intentional misconduct or breach, (ii) any inaccuracy in or breach of any representation Fundamental Rep, or warranty in Section 3.01(iii) the Demand Claims, Section 3.03for which the aggregate liability of the Seller Indemnitors under clauses (i), Section 3.20(ii), Section 3.22, Section 3.28, Section 4.01 and Section 4.05(iii) shall be limited to the Purchase Price. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) No Losses may be claimed under Section 8.02 or Section 8.03 by any Indemnified Party to the extent such Losses are included in the calculation of any adjustment to the Purchase Price pursuant to Section 2.02. (f) The amount to which an Indemnified Party may become entitled hereunder with respect to any indemnified matter shall be reduced by the amount of insurance proceeds, if any, actually received by such Indemnified Party with respect to such indemnified matter.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until for any individual claim in which the Losses relating to such claim (or series of claims arising from the same or substantially similar facts or circumstances) are less than $50,000. (b) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02 (a) except to the extent that the aggregate amount of all Losses, excluding those Losses for which Seller is not liable to the Buyer Indemnitees by reason of the provisions of Section 8.04(a), in respect of indemnification under Section 8.02(a) exceeds $500,000 750,000 (the “Basket”), in which event Seller shall be required and then only to pay or be liable for all the extent such Losses from exceed the first dollarBasket. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 twenty-two million and two hundred thousand dollars (as adjusted pursuant to Section 2.04$22,200,000) (the “Cap”). (bc) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a8.03 (a) until except to the extent that the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.04(b) and Section 8.04(b8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of (x) any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.203.04, Section 3.223.19, Section 3.283.24, Section 4.01 and Section 4.054.04 or (y) any intentional misrepresentations or fraud; provided, however, (i) the aggregate amount of Losses for which Seller shall be liable pursuant to (A) Section 8.02(a) by reason of any inaccuracy in or breach of the representation and warranty in Section 3.19 and (B) Section 8.02(f) relating to environmental matters shall not exceed seventy-four million dollars ($74,000,000) and (ii) the maximum aggregate amount of Losses for which Seller shall be liable under this Agreement shall not exceed one hundred forty-eight million dollars ($148,000,000). (de) For purposes of this ARTICLE Article VIII, in the event any inaccuracy in or breach of any representation or warranty shall occur, then the determination of Loss shall be determined without regard to any qualification as to materiality, Company Material Adverse Effect Effect, Material Loss or other similar qualification contained in or otherwise applicable to such representation or warranty. The amount of any Losses subject to indemnification under this Agreement shall be reduced or reimbursed, as the case may be, by (i) any third party insurance proceeds and third party recoveries actually received by an Indemnified Party as a direct consequence of such Losses (“Applicable Insurance Recoveries”) and (ii) cash tax savings or refunds actually received as a direct consequence of such Losses by an Indemnified Party in the year of such Losses or the year immediately following such Losses (“Applicable Tax Recoveries” and, together with Applicable Insurance Recoveries, “Applicable Recoveries”); provided, however, no party shall have an obligation to seek any such Applicable Recoveries. If an Indemnified Party receives any Applicable Recoveries with respect to Losses that were the subject of indemnification under this Agreement at any time subsequent to the payment of such indemnification by the Indemnifying Party, then the Indemnified Party shall promptly reimburse or procure such reimbursement to the Indemnifying Party of the amount of such Applicable Recoveries. (f) Buyer shall, and shall procure that each Buyer Indemnitee shall, and Seller shall, and shall procure that each Seller Indemnitee shall, make commercially reasonable efforts to mitigate or minimize Losses under this Agreement upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable under this Agreement; provided that such Indemnified Party shall not be required to incur extraordinary or unreasonable expense or risk to mitigate or minimize any such Losses. If an Indemnified Party fails to so mitigate an indemnifiable Loss under the preceding sentence, the Indemnifying Party shall have no liability for any portion of such Loss that would reasonably be expected to have been avoided had the Indemnified Party made such efforts.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) Seller and SED Parties shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(a) exceeds $500,000 50,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollardollar shall be due to Buyer; provided that the Basket shall not apply to Losses arising from the breach of any Seller’s Fundamental Representation or fraud. The aggregate amount of all Losses for which the Seller and SED Parties shall be liable pursuant to Section 8.02(a7.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $1,500,000 (the “Cap”); provided that the Cap shall not apply to Losses arising from the breach of any Seller’s Fundamental Representation or fraud. (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a7.03(a) shall not exceed the Cap; provided that the Cap and Basket shall not apply to Losses arising from the breach of any Buyer’s Fundamental Representation or fraud. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.04(a) and Section 8.04(b7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.18, Section 3.034.19, Section 3.204.21, Section 3.22, Section 3.28, Section 4.01 and Section 4.054.22. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees No Claim by a Parent Indemnitee or Company Indemnitee for indemnification under for claims for breaches of representations and warranties pursuant to Section 8.02(a8.1(a) or Section 8.4(a), respectively, may be made until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) related to such Claims exceeds $500,000 50,000.00, (the “Basket”), in which event Seller ) whereupon the Indemnifying Party shall be required obligated to pay or be liable in full up to the Cap all amounts for all such Losses from indemnification, including the first dollarentire amount of the Basket. The aggregate amount indemnification obligations for claims for breaches of all Losses for which Seller representations and SED shall be liable warranties pursuant to Section 8.02(a8.1(a) or Section 8.4(a), respectively, apply, and the Parent Indemnitee or Company Indemnitee shall be entitled to exercise indemnification rights under Section 8.1(a) or Section 8.4(a), respectively, only for any individual claim or series of similar or related claims with respect to which the aggregate Losses resulting therefrom exceed $5,000 (and all Losses, if they so exceed $5,000, arising from any such claim or series of similar or related claims shall be fully indemnified and counted toward the Basket). (b) The maximum amount of indemnifiable Losses in the aggregate which may be recovered from the Shareholders or Parent, respectively, for indemnification for breaches of representations and warranties pursuant to Section 8.1(a) or Section 8.4(a), respectively, shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant an amount equal to Section 2.04) Holdback Merger Consideration (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.6(a) and Section 8.04(b) 8.6(b), neither the Cap nor the Basket shall not apply to Losses (i) Claims based upon, arising out of, on a breach of the Fundamental Representations or the indemnification obligations under Section 8.1(a) with respect to or by reason of any inaccuracy in or breach of any representation or warranty in such matters, and (ii) indemnification obligations under Section 3.01, 8.1(b) through Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 8.1(i) and Section 4.058.2, for which the maximum amount of indemnifiable Losses in the aggregate which may be recovered from the Shareholders shall be the Total Merger Consideration, plus (x) if there is a Shareholder Excess, the Company Adjustment Amount, and minus (y) if there is a Parent Deficit, the Parent Adjustment Amount. (d) For purposes Notwithstanding anything contained in this Agreement to the contrary, no Indemnitee shall be entitled to duplicative recoveries arising out of this ARTICLE VIII, the same facts or circumstances. (e) Losses payable under Article VIII shall be calculated after giving effect to proceeds actually received by an Indemnitee or their Affiliates from insurance policies maintained by the Indemnitee or their Affiliates covering the Losses that are the subject of the claim for indemnification); provided that the amount deemed to be recovered under insurance policies will also be net of the deductible for such policies and any inaccuracy increase in the premium (and retro-premium adjustments) for such policies to the extent arising out of or breach in connection with such Losses. (f) Losses payable under Article VIII shall be calculated net of any representation specific liability accruals to the extent that such Losses are included as current liabilities in the determination of final Net Working Capital pursuant to Section 1.14. (g) The limitations set forth in this Section 8.6 shall not apply to Claims based on fraud, willful misconduct, intentional misrepresentation, intentional breach or warranty criminal activities, and any such Claims shall be determined without regard excluded in calculating the limitations on indemnification obligations of Shareholders set forth in this Section 8.6. (h) Nothing in this Agreement shall limit any party’s equitable remedies or any remedy any party hereto may have with respect to any materialityfraud, Company Material Adverse Effect willful misconduct, intentional misrepresentation, intentional breach or other similar qualification contained in or otherwise applicable to such representation or warrantycriminal activities.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Except with respect to Losses relating to, based upon, arising out of, with respect to or by reason of any Indebtedness not paid at the Closing pursuant to Section 2.03(a)(i) and not factored into determination of the Purchase Price pursuant to Section 2.02, Losses relating to, based upon, arising out of, with respect to or by reason of the indemnification provisions contained in Section 8.02(c), or inaccuracy in or breach of any Fundamental Representation, Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a): (i) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 350,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The ; or (ii) for Losses in an aggregate amount in excess of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $15,000,000 (the “Cap”). (b) Except with respect to Losses relating to, based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty contained in Section 4.01 or Section 4.04, Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a): (i) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The ; or (ii) for Losses in an aggregate amount in excess of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For Solely for purposes of calculating Losses in respect of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) The amount of any Loss for which indemnification is provided under this Article VIII and under Article VI shall be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Loss and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 0.5% of the Purchase Price (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Sellers shall be liable pursuant to Section 8.02(a) shall not exceed 10020% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.033.02, Section 3.203.17, Section 3.18, Section 3.22, Section 3.28, Section 4.01 and Section 4.054.03. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:and (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 2,000,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from in excess of the first dollar$1,000,000 of such Losses. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $30,000,000 (the “"Cap”"). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollar$1,000,000 of such Losses. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (x) fraud, criminal activity, or willful misconduct of any party hereto or (y) any inaccuracy in or breach of any representation or warranty in Section 3.014.01, Section 3.034.02, Section 3.204.08, Section 3.224.18, Section 3.284.19, Section 4.01 4.21, Section 4.24, Section 5.01, Section 5.02, or Section 5.04; provided, however, that the aggregate amount of all Losses for which either party shall be liable based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the representations or warranties referenced in this clause (y), other than the representations and warranties in Section 4.054.18, and other than as set forth in clause (x) of this Section 8.04(c), shall not exceed the Upfront Payment; and provided, further, that the aggregate amount of all Losses for which Seller shall be liable based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of Section 4.18 shall not, other than as set forth in clause (x) of this Section 8.04(c), exceed the amount of $10,000,000. (d) For purposes of this ARTICLE VIII, the amount of any Losses caused by, resulting from, or arising out of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 9(b) and Section 8.03 9(c) shall be subject to the following limitations: (ai) Seller and SED The Stockholders shall not be liable to the Buyer 4Front Indemnitees for indemnification under Section 8.02(a9(b)(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9(b)(i) exceeds $500,000 165,000 (the “Basket”), in which event Seller the Stockholders shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED the Stockholders shall be liable pursuant to Section 8.02(a9(b)(i) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $1,650,000 (the “Cap”). (bii) Buyer and DSS The Company shall not be liable to the Seller Island Indemnitees for indemnification under Section 8.03(a9(c)(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9(c)(i) exceeds the Basket, in which event Buyer the Company shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer the Company shall be liable pursuant to Section 8.03(a9(c)(i) shall not exceed the Cap. (ciii) Notwithstanding the foregoing, the limitations set forth in Section 8.04(aSections 9(d)(i) and Section 8.04(b9(d)(ii) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation Island Fundamental Representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.054Front Fundamental Representation. (div) No Stockholder shall be responsible for Losses pursuant to this Section 9 in excess of the total consideration received by such Stockholder pursuant to this Agreement and/or the Exchange Agreement, except for Losses arising out of Fraud on the part of such Stockholder. (v) For purposes of this ARTICLE VIIISection 9, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Island Material Adverse Effect, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section ‎Section 8.02 and Section ‎Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section ‎Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section ‎Section 8.02(a) exceeds $500,000 25,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% in excess of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)Basket. (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section ‎Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section ‎Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from in excess of the first dollar. Basket. (c) The aggregate amount of all Losses for which Buyer Seller shall be liable pursuant to Section 8.03(a‎Section 8.02(a) shall not exceed the Capvalue of the Pledged Shares, as calculated in accordance with ‎Section 8.06(b). (cd) Notwithstanding the foregoing, the limitations set forth in Section ‎Section 8.04(a), ‎Section 8.04(b) and Section 8.04(b‎Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01of the Fundamental Representations, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05respectively. (de) For purposes of this ARTICLE VIII, determining the amount of any inaccuracy in or Losses hereunder and whether any breach of any representation or warranty shall has occurred, the representations and warranties set forth in this Agreement or in any Ancillary Agreement delivered hereunder will be determined considered without regard to any materialitymateriality qualification set forth therein except, Company with respect to this ‎Section 8.04(e), the following references shall not be disregarded: (i) the use of the word “Material” as used in the defined terms “Material Contracts” and “Material Adverse Effect Effect,” and (ii) references to “material” or other similar qualification contained variations thereof in or otherwise applicable to such representation or warrantythe definition of “Material Adverse Effect.”