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 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. 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) 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 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 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 ‎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 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 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 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 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 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 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 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 have any obligations under Sections 9.02(a)(i) or 9.02(b)(i) unless and until the Losses incurred by the Buyer Indemnitees with respect to any matter or series of related matters for which indemnification is to be provided under Section 8.02(aSections 9.02(a)(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(aor 9.02(b)(i) exceeds One Hundred Thousand and No/100 Dollars ($500,000 100,000.00) (the “Basket”), in which event Seller case Sellers, as applicable, shall be required to pay or be liable for all Losses with respect to such Losses matter or matters, from the first dollar. dollar (subject to all other applicable requirements and limitations herein). (b) The aggregate amount of all Losses for which Seller and SED any party 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 Ten Million and No/100 Dollars (as adjusted pursuant to Section 2.04$10,000,000.00) (the “Cap”). (b) Buyer and DSS shall not be liable to ; provided 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 foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) foregoing limitation 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 Fundamental Representation, for which the aggregate amount of all Losses for which any party shall be liable shall not exceed the Purchase Price. (c) Notwithstanding anything to the contrary contained in Section 3.01this ARTICLE IX, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05each Seller shall only be liable to the Buyer Indemnitees for Losses up to an aggregate amount equal to the pro rata allocation made to each Seller in respect of the Purchase Price. (d) For all purposes of this ARTICLE Article VIII, solely for calculating the amount of any Loss with respect to the existence of any inaccuracy in, or breach of, any representation or warranty, 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 warrantywarranty except with regard to representations or warranties set forth in Section 3.06, Section 3.08(a) and 3.15 and with regard to the use of the defined terms “Material Contract” and “Hazardous Material.”. (e) Except in the case of fraud, in no event will the aggregate liability of Sellers exceed the aggregate consideration provided for herein.

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 No party shall be obligated to indemnify and SED hold harmless its respective Indemnitees under ‎Section 7.2(a)(i) (in the case of Seller) or ‎Section 7.2(b)(i) (in the case of Buyer) (i) with respect to any claim, unless such claim involves Indemnifiable Losses in excess of $25,000 (the “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be liable applied to or considered for purposes of calculating the Buyer Indemnitees amount of Indemnifiable Losses for indemnification which the Indemnitor is responsible under Section 8.02(aclause (ii) below) and (ii) unless and until the aggregate amount of all Indemnifiable Losses in respect of indemnification the Indemnitees under Section 8.02(asuch ‎Section 7.2(a)(i) or such ‎Section 7.2(b)(i), as the case may be, exceeds $500,000 1,562,500 for all Indemnifiable Losses (the “BasketDeductible”), in at which event Seller shall be required to pay or be liable for all point such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Indemnitor shall be liable pursuant to Section 8.02(a) shall not exceed 100% of its respective Indemnitees for the nominal value of the Purchase Price Indemnitee’s claims under ‎Section 7.2(a)(i) or ‎Section 7.2(b)(i), as the case may be, that is in excess of the Deductible, subject to the limitations set forth in Section 2.02 (as adjusted pursuant this Article VII. The maximum aggregate liability of Seller and WIMC, on the one hand, and Buyer on the other hand, to Section 2.04their respective Indemnitees for any and all Indemnifiable Losses under ‎Sections 7.2(a)(i) in the case of Seller, or ‎Section 7.2(b)(i), in the case of Buyer, shall be $15.625 million (the “Cap”). Notwithstanding anything to the contrary contained herein, none of the Threshold Amount, the Deductible or the Cap shall apply with respect to Indemnifiable Losses (A) under Section 7.2(a)(i) or Section 7.2(b)(i) to the extent relating to, resulting from or arising out of common law fraud, (B) under ‎Section 7.2(a)(i) to the extent relating to, resulting from or arising out of any breach of a Seller Fundamental Representation or a representation in Section 3.1(i) or (j), or (C) under ‎Section 7.2(b)(i) to the extent relating to, resulting from or arising out of any breach of a Buyer Fundamental Representation; provided, however, that, except to the extent relating to, resulting from or arising out of intentional fraud or Section 7.2(a)(iv), 7.2(a)(v), 7.2(a)(vi), 7.2(a)(vii) or 7.2(d), the maximum aggregate liability of Seller and WIMC to all Buyer Indemnified Persons and Buyer to all Seller Indemnified Persons, for any or all Indemnifiable Losses and Specific Indemnifiable Losses under this Agreement, shall not exceed $125,000,000. (b) Buyer and DSS Each Indemnitee shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of mitigate 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 Indemnifiable Losses for which Buyer shall indemnification may be liable pursuant to Section 8.03(a) shall not exceed sought hereunder in accordance with the Caplaws of the State of New York. (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 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 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 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 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 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall An indemnifying party will not have any liability under Section 10.1(a)(i) or Section 10.1(b)(i) hereof, as the case may be liable (other than with respect to the Buyer Indemnitees for indemnification under Section 8.02(arepresentations and warranties in Sections 5.2, 5.19 and 6.5) until the aggregate amount of Losses actually incurred by the indemnified parties with respect to all Losses in respect of indemnification under Section 8.02(a) exceeds claims will exceed $500,000 50,000,000 (the “Basket”"BASKET"), in which event Seller shall event, the indemnifying party will be required to pay or be liable for all the entire amount of such Losses in excess of the Basket. Claims made pursuant to the representations and warranties contained in or made pursuant to Sections 5.2, 5.19 and 6.5 hereof will not be subject to the Basket. In addition to the foregoing, except for Losses arising out of, attributable to or resulting from any breach of the first dollar. The representations and warranties in Sections 5.2, 5.19 and 6.5, the maximum aggregate amount of all Losses for which Seller indemnity with respect to breaches of representations and SED shall warranties may 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) sought will be $500,000,000 (the “Cap”"CAP"). (b) Buyer and DSS shall not be liable Subject to the Seller Indemnitees for indemnification under provisions of Section 8.03(a) until 3.2 and Article XI and the aggregate amount indemnifications provisions of all Losses in respect any of indemnification under Section 8.03(a) exceeds the BasketAncillary Agreements, in which event Buyer shall each case with respect to the matters covered thereby, the parties hereto agree that, following the Closing, the indemnification and other provisions set forth in this Article X will be required to pay the sole and exclusive remedy of Parent against Northrop Grumman, TRW and TRW Automotive or be liable for all such Losses from their Affiliates, on the first dollarone hand, and of Northrop Grumman, TRW and TRW Automotive and their Affiliates against Parent or the Company and their Affiliates, on the other hand, arising out of this Agreement. 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, nothing herein will eliminate the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply availability to Losses based upon, arising out of, the parties of any equitable remedies with respect to any dispute that may arise under this Agreement or by reason of limit 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 4.05claim based upon 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 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 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. (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 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 $500,000 150,000 (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 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 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 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 Subject to Section 8.5(c), the Company 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 $500,000 50,000 (the “Basket”), in which event Seller the Company shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The Subject to Section 8.5(c), the aggregate amount of all Losses for which Seller and SED the Company shall be liable pursuant to Section 8.02(a8.2(a) shall not exceed 100% fifteen percent (15%) of the nominal value aggregate amount of the Purchase Price set forth in Section 2.02 (as adjusted consideration paid pursuant to Section 2.04) 2.2 (the “Cap”). (b) Subject to Section 8.5(c), Buyer and DSS shall not be liable to the Seller Company 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 in excess of the first dollarBasket. The Subject to Section 8.5(c), 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(a8.5(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 (i) any inaccuracy in or breach of any representation Fundamental Representation or warranty in Section 3.01(ii) intentional breach, Section 3.03intentional misrepresentation, Section 3.20criminal misconduct, Section 3.22, Section 3.28, Section 4.01 and Section 4.05or fraud by any Indemnifying Party. (d) For purposes of this ARTICLE VIIIIn determining the existence of, and any Losses arising from, any inaccuracy in or breach of a representation or warranty herein, the terms “material” or “materially,” any clause or phrase containing “material,” “materially,” “material respects,” “Material Adverse Effect” or any similar terms, clauses or phrases in any such representation or warranty shall be determined without regard to any materialitydisregarded (as if such word or clause, Company Material Adverse Effect as applicable, were deleted from such representation, warranty or other similar qualification contained in or otherwise applicable to such representation or warrantycovenant).

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 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 3.014.01, Section 3.034.02, Section 3.204.08, Section 3.224.17, Section 3.284.19 and Section 4.20 (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 $16,000, in which event Sellers shall be required to pay or be liable for all such Losses from the first dollar. (b) 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 any inaccuracy in or breach of any representation or warranty in Section 5.01, 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 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds $16,000, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. (c) Sellers’ maximum liability to the Buyer Indemnitees for indemnification under Section 8.02(a) shall not exceed $450,000.00. (d) Buyer liability to the Seller Indemnitees for indemnification under Section 8.03(a) shall not exceed $450,000.00. (e) For purposes of this ARTICLE Article VIII, the amount of any Losses related to any inaccuracy in or breach of any representation or warranty shall be determined without regard to any standard of 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 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(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 [he aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not not, subject to completion of Buyer’s due diligence investigation, exceed 10050% of the nominal value of total Purchase Price, including the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) Closing Consideration and the Contingent Consideration if payable or thereafter (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 3.204.07, Section 3.224.08, Section 3.284.09, Section 4.01 4.11, Section 4.18, Section 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 liability of Seller or Buyer, as applicable, for in Section 8.02 and Section 8.03 claims under this Agreement shall be subject to limited by the following limitationsfollowing: (a) Seller and SED shall not be liable to the Buyer Indemnitees except for indemnification under Section 8.02(a) until the aggregate amount of all Losses obligations in respect of indemnification under Section 8.02(apayment of taxes and compliance with ERISA requirements which shall continue for their respective statutory periods following the closing Date, the representations in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.11, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24, 5.1, 5.2, 5.3, 5.4, 5.5 and 5.6 shall continue for two (2) exceeds $500,000 (years following the “Basket”)Closing Date, in which event Seller shall be required have no further obligations under this Article 7.4 or this Agreement or otherwise, except for Damages in each case with respect to pay or be liable for all which the Buyer Indemnitee has given Seller written notice prior to 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”)dates. (b) Buyer and DSS The amount of Damages otherwise recoverable under this Article 7.4 shall not be liable reduced to the extent to which any Federal, state, local or foreign tax liabilities of the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount Indemnitee or Buyer Indemnitee, as applicable, or any of all Losses their respective Affiliates is decreased by reason of any Damage in respect of indemnification under Section 8.03(a) exceeds the Basketwhich such Seller Indemnitee or Buyer Indemnitee, in which event Buyer as applicable, shall be required entitled 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 Capindemnity under this Agreement. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) No Damages shall not apply to Losses based upon, arising out of, be recoverable by a Seller Indemnitee or Buyer Indemnitee with respect to any matter which is covered by insurance, to the extent proceeds of such insurance are paid to a Seller Indemnitee or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01a Buyer Indemnitee, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05as applicable. (di) For purposes Except as provided in Section 7.4(b), (c), (e) hereof which in each case shall not be subject to the limitations of this ARTICLE VIIISection 7.4 d (i), no claim or claims shall be asserted by a Seller Indemnitee or Buyer Indemnitee pursuant to the provisions of this Article 7.4 unless the amount of such Indemnitee's Damages equals at least $15,000; and no Indemnitee shall be entitled to recover any inaccuracy amount less than $15,000. (ii) The aggregate amount of Damages recoverable pursuant to the provisions of Article 7.4 by all Buyer Indemnitee shall be limited to the aggregate of the Cash portion of the Purchase Price received by Seller on the Closing Date and the amount in cash received by Seller pursuant to the Promissory Note in the aggregate. (e) No Damages shall be asserted by any Buyer Indemnitee which arise out of facts, circumstances or conditions which are disclosed in this Agreement or any Schedule or Exhibit hereto or which any Buyer Indemnitee had actual knowledge on or before the Closing Date. (f) No Damages shall be asserted by any Buyer Indemnitee or Seller Indemnitee for consequential damages arising from any breach of any representation this Agreement, unless such breach was made intentionally, wantonly 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 warrantyrecklessly.

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 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 $500,000 180,000 (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 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(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$10,000,000. (c) Notwithstanding the foregoing, (i) the limitations set forth in Section 8.04(a9.04(a) and Section 8.04(b9.04(b) with respect to the 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 Fundamental Representation; and (ii) none of the limitations set forth in Section 3.019.04(a) and Section 9.04(b) shall apply to 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 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (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 materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification obligations 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 Parent shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.2(a) exceeds the amount equal to $500,000 4,000,000 (the “Basket”), in which event Seller Parent shall be required to pay or be liable have liability only for all the amount of such Losses from the first dollarexcess. The aggregate amount of all Losses for which Seller and SED Parent shall be liable pursuant to Section 8.02(a) 9.2 shall be limited in the aggregate to the Indemnification Escrow Amount then remaining in the Indemnification Escrow Account at the time of any claim thereunder. With respect to any claim as to which the Buyer Indemnitees may be entitled to indemnification under Section 9.2(a), Parent shall not exceed 100% be liable for any Loss unless it exceeds, individually or together with all Losses resulting from the same or series of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)related facts, events or circumstances, $50,000. (b) Buyer and DSS shall not be liable to the Seller Parent Indemnitees for indemnification under Section 8.03(a9.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.3(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable have liability only for all the amount of such Losses from the first dollarexcess. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) 9.3 shall not exceed $30,000,000. With respect to any claim as to which the CapParent Indemnitees may be entitled to indemnification under Section 9.3(a), Buyer shall not be liable for any Loss unless it exceeds, individually or together with all Losses resulting from the same or series of related facts, events or circumstances, $50,000. (c) Notwithstanding the foregoing, the limitations set forth in the first sentence of each of Section 8.04(a9.4(a) and Section 8.04(b9.4(b) this 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(a), Section 3.033.1(b), Section 3.203.1(d), Section 3.223.1(e), Section 3.283.1(g), Section 4.01 3.1(w), Section 3.2(a) and Section 4.053.2(g). (d) For purposes of this ARTICLE VIII, any inaccuracy in or calculating Losses under Article 9 arising from a breach of any representation or warranty shall be determined without regard to hereunder (but not for purposes of determining whether a breach has occurred), any materiality, Company materiality or Material Adverse Effect qualifications contained therein shall be disregarded. (e) Parent shall not have any liability pursuant to Section 9.2 in respect of any item or other similar qualification contained any Losses to the extent they have been reflected as a deduction in determining the Membership Interest Value hereunder or as otherwise applicable reflected as a deduction in the calculation of Closing Date Net Working Capital as finally determined pursuant to such representation Section 2.4. (f) No limitation in this Section 9.4 shall apply to any Losses with respect to, resulting from or warranty.involving, fraud (with actual intent to deceive). For the avoidance of doubt, this Section 9.4 shall not apply with respect to Remediation Costs payable or reimbursable by Parent from the NDT Escrow Deposit pursuant to Exhibit B.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The Seller's aggregate liability for any breach(es) of representation or warranty on the part of the Seller and SED under this Agreement shall be limited to fifty percent (50%) of the Purchase Price; PROVIDED, that such limitation shall not be liable apply to liability for breach(es) of the Buyer Indemnitees representations and warranties contained in Paragraphs 6.1, 6.2, 6.7, 6.9 and/or 6.14, above. No party shall assert claims for indemnification against the Seller or Buyer, respectively, for any breach(es) of representation or warranty on the part of the Seller or Buyer, respectively, under Section 8.02(a) this Agreement unless and until the aggregate amount of Losses (as defined below) of such party arising out of all Losses in respect of indemnification under Section 8.02(asuch breaches by the Seller or Buyer, respectively, exceeds Two Hundred Fifty Thousand Dollars ($250,000) exceeds $500,000 (the “Basket”"Threshold Amount"); PROVIDED, in which event Seller shall be required to pay or be liable for all such Losses from that once the first dollar. The aggregate amount of such Losses of such party exceeds the Threshold Amount, such party shall be entitled to indemnification of all of such Losses. Notwithstanding the foregoing, for purposes of determining whether the amount of Losses for which Seller or Buyer, respectively, is required to provide indemnification under Paragraph 13.3 or 13.4, respectively, below, exceeds the Threshold Amount, all representations, warranties, covenants and SED agreements of the Seller or Buyer, respectively, hereunder shall be liable pursuant read so as 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 exclude therefrom any reference to Section 2.04) (the “Cap”)"material", "materiality" or "material adverse effect" or any similar qualification. (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 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 52,500 (the “BasketDeductible”), in which event Seller shall be required and then only to pay or be liable for all the extent such aggregate Losses from the first dollarexceed 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 (as adjusted pursuant to Section 2.04) $52,500 (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 and then only to pay or be liable for all the extent such aggregate Losses from the first dollarexceed such amount. 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 4.05of the Fundamental Representations. (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) Any indemnification provided hereunder by Seller shall be so applied as to avoid any double counting and no Buyer Indemnitee shall be entitled to obtain indemnification more than once for the same matter or Losses. (f) If and when ▇▇▇▇▇ becomes aware of any Loss for which they may seek indemnification under this Agreement, Buyer shall use commercially reasonable efforts to mitigate the Loss. (g) The amount of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by the amount of (i) any insurance proceeds actually received from third party insurers with respect to such Losses; (ii) any Tax Benefit recognized by the Indemnified Party in the year such Loss is incurred or in the two subsequent years, and (iii) any indemnification, contribution, offset or reimbursement payments actually received from third parties with respect to such Losses; provided, that such Indemnified Party shall use commercially reasonable efforts to obtain recoveries from such insurers, including title insurers, and other third parties in respect of this Section 8.04(g). If an Indemnified Party (A) actually receives insurance proceeds from third party insurers with respect to such Losses, (B) realizes a Tax Benefit, or (C) actually receives indemnification, contribution, offset or reimbursement payments from third parties with respect to such Losses, in each case, at any time subsequent to any indemnification payment pursuant to this Article VIII, then such Indemnified Party shall promptly reimburse the applicable Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to such amount actually received by such Indemnified Party.

Certain Limitations. The indemnification provided for in Section 8.02 7.1 and Section 8.03 7.2 shall be subject to the following limitations: (a) Seller and SED Parties shall not be liable to the Buyer Purchaser Indemnitees for indemnification under Section 8.02(a7.1(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.1(a) exceeds $500,000 US$*** (the “Basket”), in which event Seller Parties shall be required to pay or be liable for all such Losses from (as opposed to Losses solely in excess of the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant the Basket), subject to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price other limitations set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)herein. (b) Buyer and DSS Purchaser shall not be liable to the Seller Indemnitees Parties for indemnification under Section 8.03(a7.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.2(a) exceeds the Basket, in which event Buyer Purchaser shall be required to pay or be liable for all such Losses from (as opposed to Losses solely in excess of the first dollaramount of the Basket), subject to the other limitations set forth herein. The Seller Parties shall not be indemnified pursuant to Section 7.2(a) with respect to any Loss if the aggregate amount of all Losses for which Buyer shall be liable Seller Parties have already received indemnification pursuant to Section 8.03(a7.2(a) has exceeded US$***; provided however that such limitation shall not exceed apply for indemnification for a breach of the Caprepresentations and warranties set forth in Section 4.8(a) and (c). (c) Notwithstanding anything to the foregoingcontrary set forth herein, the limitations set forth in Section 8.04(a7.5(a) and Section 8.04(b7.5(b) shall not apply to Losses based upon, arising out of, with respect to or by reason limit Liability of any inaccuracy in Indemnifying Party for breaches of Transactional Representations, intentional breach or breach of any representation intentional misrepresentation 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 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 Indemnification Limitations (b) Buyer 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 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 BasketDeductible, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollardollar over and above the Deductible. 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 in respect of any particular Seller, on the one hand, and Buyer, on the other hand, 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 by such Seller of Section 3.01, Section 3.02, Section 3.03, Section 3.203.24, or by Parent and/or Buyer of Section 4.01, Section 3.224.02, Section 3.28, Section 4.01 4.05 and Section 4.054.18, or to Losses due to fraud or willful misconduct of Seller or Buyer and/or Parent, as applicable. (d) Indemnification Mechanics (e) Indemnification Mechanics (f) For purposes the sole purpose of this ARTICLE VIII, determining Losses (and not for determining whether any inaccuracy in or breach of any representation or warranty has occurred), the representations and warranties of Sellers and Parent and Buyer shall not be determined without regard deemed qualified by any references to any materiality, Company materiality or to Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyEffect.

Certain Limitations. The indemnification provided for Notwithstanding anything in Section 8.02 and Section 8.03 shall be subject this Agreement to the following limitationscontrary, neither Buyer nor Sellers, as the case may be as Indemnifying Parties, shall have any obligation to indemnify or otherwise be liable to Sellers or Buyer, as the case may be as Claimant: (a) Seller except regarding claims described in subsection (b) below and SED Section 10.7 below (with respect to Sections 3.1, 3.3, 3.4(b) and 3.5(b)), with respect to any claim by Buyer that the Sellers or the Company, or by Sellers that Buyer, shall not have breached its representations or warranties contained in this Agreement , or has failed to comply with its covenants contained herein which are to be liable performed at or prior to Closing: (1) unless notice of such claim is given prior to the Buyer Indemnitees for indemnification under Section 8.02(asecond anniversary of the Closing Date; (2) unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.02(afor which Buyer or Sellers, as the case may be as Indemnifying Parties, would otherwise (but for this provision) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay or be have been liable for all on account of such Losses from the first dollar. The aggregate amount of all Losses claim and other claims for which Seller Sellers or Buyer, as the case may be as Claimant, shall not have been indemnified, shall exceed One Hundred Thousand Dollars ($100,000.00) and SED then only for such excess, provided, however, that such threshold shall be liable not apply with respect to claims among the parties with respect to amounts owed under Sections 2.4, 6.8 or 11.1, or with respect to the Lawsuit; and (3) with respect to any and all claims by Buyer as Claimant, only to the extent of the balance of the Indemnity Fund (including any amounts being added thereto 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”10.7(b)). (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 any claim by Buyer as the Claimant that any Seller as an Indemnifying Party shall have breached its representations or by reason warranties in Sections 3.1, 3.3, 3.4(b) and 3.5(b), notice 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 such claim is given to such representation or warrantySeller prior to the expiration of the applicable statute of limitations.

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 9.2 and Section 8.03 9.3 shall be subject to the following limitations: (a) Seller Sellers, Shareholders, and SED the Member shall not be liable liable, jointly or severally, to the Buyer Indemnitees for indemnification under Section 8.02(a9.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.2(a) exceeds Two Hundred Thousand Dollars ($500,000 200,000) (the “"Basket”"), in which event Seller Sellers, Shareholders and Member shall be required to pay or be liable for all such Losses from the first dollarin excess of Two Hundred Thousand Dollars ($200,000). The aggregate amount of all Losses for which Seller and SED Sellers shall be liable pursuant to Section 8.02(a9.2(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 Fifteen Million Dollars (as adjusted pursuant to Section 2.04$15,000,000) (the “"Cap”"). (b) Buyer and DSS shall not be liable to the Seller Sellers’ Indemnitees for indemnification under Section 8.03(a9.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.3(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(a9.3(a) shall not exceed the Cap; except for all payments due hereunder. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9.4(a) and Section 8.04(b9.4(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 3.015.1, Section 3.035.2, Section 3.205.8, Section 3.225.18(k), Section 3.285.18(l), Section 4.01 5.19(j), Section 5.20(a), Section 5.22, Section 6.1, Section 6.2 and Section 4.056.4, the covenants set forth in Section 3.4, Section 7.5, and Section 7.6, or fraud and/or intentional omission or intentional misrepresentation with respect to any representation or warranty of Sellers, Shareholders or the Member. (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 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”"). . - 35 - (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 3.203.04 and the first sentence of Section 3.05(a). (c) Buyer and TMG shall not be liable to the Seller Indemnitees for indemnification under Section 6.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 6.03(a) and Section 9.03(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 3.224.02, Section 3.28, Section 4.01 4.21 and Section 4.05. 4.24. (de) 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 and Section 8.03 shall be subject to the following limitations: (a) Seller The Company and SED the Members shall not be liable to the Buyer PubCo Indemnitees for indemnification under Section 8.02(a) unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 100,000 (the “Basket”), in which event Seller the Company and the Members shall be required to pay or be liable only for all the portion of such Losses from that exceeds the first dollarBasket. The aggregate amount of all Losses for which Seller the Company and SED the 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) $500,000 (the “Cap”); provided, that, except in the case of any breach of the Company Fundamental Representations or fraud or intentional misrepresentation, the sole and exclusive source of recovery of the PubCo Indemnitees against any Member in respect of any Losses under Section 8.02(a) shall be the Indemnity Escrow, and in no event shall any Member be required to satisfy any such Losses from, or shall the PubCo Indemnitees have any recourse to, any assets of any Member other than the Indemnity Escrow. (b) Buyer and DSS PubCo 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 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 (i) any inaccuracy in or breach of any representation Company 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 4.05. (dii) For purposes of this ARTICLE VIII, any inaccuracy in or breach of the representations and warranties in Section 3.15 (Taxes), or (iii) fraud or intentional misrepresentation. (d) At the Company’s option, the Company can satisfy any representation indemnification obligations hereunder either (i) in cash, (ii) by forfeiting any or warranty all of the Indemnity Shares or (iii) by requiring PubCo to redeem the requisite amount of the Indemnity Shares then held in the Indemnity Escrow. Any Indemnity Shares used to fund the indemnification obligations pursuant to (ii) or (iii) above shall be determined without regard valued at the closing price per PubCo Ordinary Share as reported on The Nasdaq Capital Market on the last full trading day immediately preceding the Closing Date. (e) Notwithstanding anything to any materialitythe contrary in this Agreement, including Section 8.04(c), the aggregate liability of the Company Material Adverse Effect and the Members, taken together, and the aggregate liability of PubCo, in each case, for indemnification under this ARTICLE VIII, regardless of the basis of the claim, shall not exceed $750,000 (the “Aggregate Cap”); provided, that the Aggregate Cap shall not apply to Losses arising from fraud or other similar qualification contained in or otherwise applicable to such representation or warrantyintentional misrepresentation.

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) The Seller and SED shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a7.02(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(i) 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 any 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 Indemnified Parties for indemnification under Section 8.03(a7.03(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.03(i) 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 any amount of all Losses in excess of the Basket. (c) The Parties acknowledge and agree that the maximum liability of Seller, on the one hand, and Buyer, on the other hand, for which Buyer indemnification under Section 7.02(i) or Section 7.03(i), as applicable, shall be liable the sum of $370,000 (the “Cap”), and neither Seller, on the one hand, or Buyer, on the other hand, shall have any liability to the other for claims hereunder in excess of the Cap, provided that any liability for Losses incurred and arising from or related to a breach of the Fundamental Representations, or pursuant to Section 8.03(a7.02(ii), Section 7.02(iii), Section 7.02(iv), Section 7.02(v), Section 7.03(ii) or Section 7.03(iii), shall not exceed be subject to the Cap. The Cap shall be calculated without taking into account Losses due to breaches of the Fundamental Representations or other provisions of this Agreement not subject to the Cap. (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) Seller shall not apply to be liable under this ARTICLE 7 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 in Section 3.01warranties of Seller if Buyer, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ had knowledge of such inaccuracy or breach prior to the Closing. (de) For purposes All Liabilities and obligations of this one Party to the other Party that may arise under ARTICLE VIII7, any inaccuracy in if any, will be satisfied by tender of cash, via wire transfer, pursuant to wire instructions provided to Buyer or breach of any representation or warranty shall be determined without regard to any materialitySeller, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyas the case may be.

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 (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 Sections 3.01, Section 3.02, 3.03, Section 3.19, 3.20, 3.24 and 3.27 (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 $1,100,000.00, at which point Seller will indemnify the Buyer Indemnitees for all Losses in excess of $1,100,000.00. (b) 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 any inaccuracy in or breach of any representation or warranty in Sections 4.01 and 4.05, or with respect to a claim for indemnification arising under Section 5.11 (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 $1,100,000.00, at which point Buyer will indemnify the Seller Indemnitees for all Losses in excess of $1,100,000.00. (c) The maximum amount of losses for which either party is obligated to indemnify the other pursuant to this Article VIII shall be $11,000,000.00 (the “Indemnity Cap”); provided that the Indemnity Cap shall not apply to Losses incurred by Buyer as a result of a breach of Sections 3.01, 3.02, 3.03, 3.12, 3.19, 3.22, Section 3.283.27 and Article VI or to Losses incurred by Seller as a result of a breach of Sections 4.01 or 4.03, Section 4.01 and Section 4.05which Losses shall not exceed the Purchase Price in the aggregate. (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 amount of any Losses under Section 8.02 or Section 8.03 for which Seller or Buyer, as the case may be, may become obligated to hold harmless, indemnify, compensate or reimburse any Buyer Indemnitee or Seller Indemnitee, as the case may be (such indemnifying party, the “Indemnitor” and such Buyer Indemnitee or Seller Indemnitee, as the case may be, the “Indemnitee”), shall be reduced by (i) any Tax benefits actually realized by the Indemnitee on or prior to the date of the claim that result from or arise out of such Losses, net of any corresponding Tax costs incurred by such party and (ii) any amounts recovered by the Indemnitee under applicable insurance policies or from any other Person alleged to have responsibility. Each Indemnitor shall pursue in good faith all claims available under such third-party insurance coverage and from any Person alleged to have responsibility. If the Indemnitee receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses (which were not earlier taken into account in calculating Losses), subsequent to an indemnification payment by the Indemnitor, then the Indemnitee shall promptly reimburse the Indemnitor for any payment made or out-of-pocket expense incurred by the Indemnitor in connection with providing such indemnification payment up to the amount actually received by the Indemnitee.

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) 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 Subject to Section 9.3(b) and SED 9.3(c), the Indemnitees shall not be liable entitled 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 recover any Damages pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in 9.2(a)(i), 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(a9.2(a)(ii) and Section 8.04(b9.2(a)(xii) shall not apply (as it relates to Losses based upon, arising out of, with respect Legal Proceedings that give rise to or indemnification claims by reason of Parent under Sections 9.2(a)(i) and 9.2(a)(ii)) for any inaccuracy in or breach of any representation or warranty of the Company 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 in Section 3.01or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Indemnitees, Section 3.03or to which any one or more of the Indemnitees has or have otherwise become subject, Section 3.20exceeds, Section 3.22without duplication, Section 3.28$60,000 in the aggregate (the “Threshold Amount”). At such time as the cumulative amount of such Damages exceeds the Threshold Amount in the aggregate, Section 4.01 and Section 4.05the Indemnitees shall be entitled to recover the entire amount of such Damages, including the initial Threshold Amount. (db) For purposes of this ARTICLE VIIISubject to Section 9.3(c), offset against the Indemnity Holdback Amount shall be the Indemnitees’ exclusive source after the Effective Time for any Damages which are indemnifiable pursuant to Sections 9.2(a)(i), 9.2(a)(ii), 9.2(a)(vii), 9.2(a)(x) and 9.2(a)(xii) (as it relates to Legal Proceedings that give rise to indemnification claims by Parent under Sections 9.2(a)(i), 9.2(a)(ii), 9.2(a)(vii) or 9.2(a)(x)). Subject to Section 9.3(c) and Section 9.6, the aggregate maximum liability for claims for Damages arising from any inaccuracy in or breach of any representation or warranty of the Company set forth in Section 2.9 (Intellectual Property) shall not exceed $3,600,000 inclusive of the Indemnity Holdback Amount. (c) Notwithstanding anything to the contrary herein, the limitations set forth in Section 9.3(a) and 9.3(b) shall not apply to claims pursuant to Sections 9.2(a)(i) or 9.2(a)(ii) with respect to the Fundamental Representations (or 9.2(a)(xii) to the extent related to such Section 9.2(a)(i) or 9.2(a)(ii) Fundamental Representation claim), in the event of any claim pursuant to any of clauses “(iii)” through “(xi)” (except as noted in Sections 9.3(a) or 9.3(b)) of Section 9.2(a), or in the case of a claim made pursuant to Sections 9.2(a)(i) or 9.2(a)(ii) involving fraud. Subject to Sections 9.3(g) and 9.6, any indemnification claims pursuant to Section 9.2 for which the limitations set forth in Section 9.3(b) do not apply may be made directly against the Holdback Participants on a several and not joint basis (with liability for such claims determined based on their respective Pro Rata Shares). Each Holdback Participant’s aggregate maximum liability for all claims for Damages pursuant to this Agreement shall be determined without regard limited to the Aggregate Transaction Value actually received by such Holdback Participant, except that the liability of any Holdback Participant shall not be so limited with respect to any materialityDamages arising from fraud committed by such Holdback Participant. (d) Each Holdback Participant waives, Company Material Adverse Effect and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar qualification contained right or remedy against Merger Sub or the Company in connection with any indemnification obligation or otherwise applicable any other liability to which he may become subject under or in connection with this Agreement or any other agreement or document delivered to Parent in connection with this Agreement, except in connection with an Affiliate of such Holdback Participant’s service as a director of the Company. (e) Any indemnification pursuant to this Agreement with respect to either: (i) a breach of a representation or warrantywarranty set forth in Section 2.14, other than with respect to a breach of any representation or warranty set forth in Sections 2.14(f), (g), (h), (i), (k), (l) and (n); or (ii) Taxes due to a breach of a representation or warranty in Article 2, other than with respect to a breach of any representation or warranty set forth Section 2.14, shall be limited to unpaid Pre-Closing Taxes less amounts taken into account in determining the Aggregate Closing Transaction Value.

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(a8.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a8.2(a) exceeds ten thousand dollars ($500,000 10,000) (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(a8.2(a) shall not exceed 100% of the nominal value fifteen percent (15%) 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 in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a6.3(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b8.4(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 3.013.1, Section 3.033.2, Section 3.203.3, Section 3.223.10, Section 3.283.14, Section 4.01 3.18 and Section 4.053.20. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.1(a) based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.1, Section 3.2, Section 3.3, Section 3.10, Section 3.14, Section 3.18 and Section 3.20 shall not exceed the Purchase Price. (d) For purposes of this ARTICLE VIIIArticle 8, 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 Parties’ indemnification provided for in obligations under Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Neither Affinity nor Buyer shall not be liable to the Buyer Indemnitees have any liability for indemnification monetary Losses arising under Section 8.02(a) or Section 8.03(a), until the aggregate amount of Losses related thereto for which the Affinity or Buyer, as applicable, would otherwise be required to provide indemnification, exceeds an amount equal to Five Million Dollars ($5,000,000) (the “Basket Amount”). The aggregate Liability of Affinity, on the one hand, and Buyer, on the other hand, for any Losses with respect to matters set forth in this ARTICLE VIII shall not exceed an amount equal to the Escrow Amount (the “Cap”); provided, that the Cap shall not apply with respect to (i) claims for any knowing and intentional common law fraud or willful breach, or (ii) Losses resulting from, arising out of or relating to breaches of the Affinity Fundamental Representations. (b) Neither Affinity nor Buyer shall have any liability for monetary Losses under Section 8.02(a) or Section 8.03(a) unless and until the aggregate amount of all monetary Losses under Section 8.02(a) or Section 8.03(a) as applicable, for which Affinity or Buyer, as applicable, would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to the Basket Amount, at which point Affinity or Buyer, as applicable, subject to the other provisions of this Section 8.04, shall indemnify the Buyer Indemnitees or the Affinity Indemnitees, as applicable, for the full amount of all such Losses in excess of such Basket Amount, subject in all respects to the Cap. (c) From the Closing Date until the sixth (6th) anniversary of the Closing Date, the Buyer Indemnitees shall not be entitled to recover any Losses under a claim pursuant to Section 8.02(d) unless and until the aggregate amount of all Losses incurred by the Buyer Indemnitees with respect to the Special DOH Indemnity exceed the amounts accrued related to the Special DOH Indemnity in respect of indemnification under Section 8.02(a) exceeds $500,000 the Closing Statement (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 as finally determined 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”2.07(d). (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 Notwithstanding anything in this Agreement to the contrary, any and all indemnification payments required to be made by Affinity pursuant to Section 8.02 shall be paid solely from the Escrow Fund to the extent available in accordance with the Escrow Agreement. Affinity shall not be required to pay any Buyer Indemnitee for any indemnifiable Losses under Section 8.02 once the Escrow Fund has been exhausted; provided, however, that the foregoing limitation shall not apply to (i) any claims for any knowing and intentional common law fraud or willful breach by Affinity, or (ii) any Losses resulting from, arising out of or relating to breaches of the Affinity Fundamental Representations. The Escrow Agent shall distribute to Affinity, subject to the terms and conditions of the Escrow Agreement, immediately following the Survival Period, the then remaining Escrow Amount in excess of the sum of any amounts with respect to (x) which Buyer is entitled to, but has not yet received, indemnification, pursuant to this ARTICLE VIII (plus the amount of any interest or income earned on such amount), (y) any unresolved claims for indemnification as of such date (plus the amount of any interest or income earned on such amount) and (z) any amounts disputed but not yet resolved pursuant to Section 2.07. Once all indemnification claims are resolved between the Parties in accordance with this ARTICLE VIII, and all disputes (if any) are resolved between the Parties in accordance with Section 2.07, as applicable, all remaining amounts in the Escrow Fund, if any, shall be paid to Affinity. (e) The amount of any inaccuracy Losses for which indemnification is provided to an Indemnified Party under this ARTICLE VIII shall be net of any amounts actually recovered by such Indemnified Party under policies of insurance (less any costs and expenses of recovery thereof), with respect to such Losses. If and to the extent any insurance proceeds are actually received by any Indemnified Party after such Indemnified Party has recovered any Losses pursuant to this ARTICLE VIII such Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to such insurance proceeds to which the Indemnifying Party is entitled pursuant to the first sentence of this paragraph. (f) No Indemnified Party shall be entitled to be compensated more than once for the same Loss. (g) Each Indemnified Party shall use commercially reasonable efforts to mitigate Losses for which indemnification may be claimed by such Indemnified Party under this Agreement to the extent required by applicable Law. (h) The right of an Indemnified Party to indemnification or to assert or recover on any claim shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy of, or compliance with, any of the representations, warranties, covenants, or agreements set forth in or breach this Agreement. The waiver of any condition based on the accuracy of any representation or warranty warranty, or on the performance of or compliance with any covenant or agreement, shall be determined without regard not affect the right to any materiality, Company Material Adverse Effect indemnification or other similar qualification contained in remedy based on such representations, warranties, covenants or otherwise applicable to such representation or warrantyagreements.

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 Buyer Indemnitees shall not be liable entitled to the Buyer Indemnitees for indemnification recover or assert any claim under Section 8.02(a) until the aggregate total amount of all Losses in respect of indemnification that Buyer Indemnitees would recover under Section 8.02(a) exceeds on a cumulative basis an amount equal to $500,000 60,000 (the “BasketDeductible”), in which event Seller and Buyer Indemnitees shall be required entitled to pay or be liable for all recover only the amount of such Losses in excess of the Deductible and subject to the other applicable limitations set forth herein; provided that, notwithstanding the foregoing, the Deductible shall not apply to any claim under Section 8.02(a) that results from a breach of any Fundamental Representation or any claim for intentional fraud. Subject to Section 8.04(c), the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to any provision of Section 8.02(a8.02 (without limiting any rights to specific performance or equitable remedies with respect to any covenant breach under Section 8.02(b)) shall not exceed 100% the lesser of (a) Two Million Dollars ($2,000,000) and (b) the nominal value of aggregate principal balance remaining under the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) Note (the “CapAggregate Cap Amount”). (b) Buyer and DSS shall not be liable Subject to Section 8.04(c), 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 the Buyer Parties shall be liable pursuant to any provision of Section 8.03(a8.03 (without limiting any rights to specific performance or equitable remedies with respect to any covenant breach under Section 8.03(b)) shall not exceed the CapAggregate Cap Amount. (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 (1) intentional fraud or (2) a breach of any representation Fundamental Representation. The aggregate amount of all Losses for which any Party hereto shall be liable for Losses based upon, arising out of, with respect to or warranty by reason of intentional fraud or a breach of any Fundamental Representations shall be the Purchase Price. For purposes of this Agreement, intentional fraud shall be limited to intentional fraud in the making of any representations or warranties that are expressly set forth in this Agreement (including any corresponding Disclosure Schedule) and shall be limited by the representations and acknowledgments of Buyer set forth in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.054.07. (d) Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 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 received or reasonably expected to be received by the Indemnified Party 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. (e) For purposes of this ARTICLE VIII, 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 or warranty. (f) Notwithstanding anything to the contrary herein, Seller shall not be liable to any Buyer Indemnitees for (1) any Taxes incurred on the Closing Date but after the Closing that are outside the ordinary course of business, (2) any Transfer Taxes and (3) any Taxes directly attributable to a breach by any Buyer Party of its obligations under this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 8.02(d) 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(a8.02 (a) exceeds Two Hundred Seventy Five Thousand Dollars ($500,000 275,000) (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% the unpaid portion of the nominal value Holdback Amount as of the Purchase Price set forth in Section 2.02 (as adjusted date indemnification therefor is sought pursuant to Section 2.04) (the “Cap”)this Article VIII. (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 of the Seller Fundamental Representations, the Buyer Fundamental Representations or 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 4.054.19. (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 liability of Buyer and Seller under the indemnification provided for in Section 8.02 4.2 and Section 8.03 4.3 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(a4.2(a) or its indemnity in the Assignment of Intangibles (as defined in Section 2.2) until the aggregate amount of all Losses in respect of indemnification a breach of any representation or warranty under Section 8.02(a4.2(a) exceeds $500,000 5,000,000.00 (the “BasketBasket Amount”), in which event Seller shall be required to pay or be liable for all such Losses from above the first dollarBasket Amount. The Notwithstanding any provision in this Agreement to the contrary, the aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) 4.2 and its indemnity in the Assignment of Intangibles 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”)) in the aggregate for all such Losses. (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) 4.3(a), until the aggregate amount of all Losses in respect of indemnification a breach of any representation or warranty under Section 8.03(a4.3(a) exceeds the Basket$5,000,000.00, in which event Buyer shall be required to pay or be liable for all such Losses from above the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) Basket Amount, but shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a4.4(a) and Section 8.04(b4.4(b) shall not apply to Losses based uponon actual fraud or any costs of enforcing this Agreement or the Land Contract or amounts owed under the Land Contract, arising out ofand/or Seller’s liability or Buyer’s liability, with as the case may be, in respect to or by reason thereof shall not exceed the Purchase Price. (d) For purposes of determining the existence of any inaccuracy in or breach of any representation or warranty set forth in Section 3.01this Agreement, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes or in calculating the amount of this ARTICLE VIII, any Losses incurred in connection with any inaccuracy in or breach of any representation or warranty in this Agreement, any and all references in this Agreement to “material” or “material adverse effect” or “Material Adverse Effect” (or other correlative or similar terms or qualifiers contained herein) shall be determined without regard ignored and disregarded and treated as if they are not included in this Agreement. (e) With respect to Losses related to environmental response activities for which indemnification is provided to Seller by Buyer under this Agreement, Seller shall use commercially reasonable efforts to pursue any available remedies to Seller related to environmental response activities under the 2017 Purchase Agreement but only if both (i) Buyer pays the cost of pursuing such rights and remedies and (ii) Seller in its reasonable judgement determines that it has a reasonable good faith basis to assert a claim or right. If Seller recovers under 2017 Purchase Agreement with respect to such indemnification obligations and with respect to environmental response activities, then Seller shall, at Buyer’s sole discretion, use such recovered amounts to satisfy its obligations under this Article IV, or pay Buyer any amounts Seller has recovered up to the amount due to Buyer under this Article IV. Notwithstanding any provision in this Agreement to the contrary, Seller makes no representation or warranty regarding the existence or likelihood of success of any claim against AM General pursuant to the 2017 Purchase Agreement and discloses to Buyer that any assignment of rights under the 2017 Purchase Agreement by Seller may require the written consent of AM General pursuant to the terms of the 2017 Purchase Agreement. (f) No party shall have a right to make a claim for any Loss for contingent or inchoate claims and may claim only for a Loss that has, in fact, been paid or incurred. (g) Seller shall not be liable under this Article IV or otherwise under this Agreement or the Land Contract for any Losses based on or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if any director, officer or employee of Buyer had knowledge of such inaccuracy or breach prior to the Possession Date. (h) No party shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement and, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise. (i) For the purposes of this Agreement, “Losses” means losses, damages, liabilities, deficiencies, interest, awards, penalties, fines, costs or expenses, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. “Affiliate” means, with respect to any materialityparty, Company Material Adverse Effect any other person who, directly or other similar qualification contained in indirectly, controls, is controlled by, or otherwise applicable to is under common control with such representation party, including, without limitation, any general partner, managing member, officer, director or warrantytrustee of such party.

Certain Limitations. The indemnification indemnifications 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 Vendors shall not be liable to the Buyer Purchaser's Indemnitees for indemnification under Section 8.02(a) 7.02 until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) 7.02 exceeds $500,000 (the “Basket”)25,000, in which event Seller case the Vendors shall be required to pay or be liable for all such Losses from in excess of $25,000; (b) the first dollar. The aggregate amount of all Losses for which Seller and SED the Vendors shall be liable pursuant to Section 8.02(a) 7.02 shall not exceed 100% of the nominal value of an amount equal to the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”).Price; (bc) Buyer and DSS the Purchaser shall not be liable to the Seller Vendors' Indemnitees for indemnification under Section 8.03(a) 7.03 until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) 7.03 exceeds the Basket$250,000, in which event Buyer case the Purchaser shall be required to pay or be liable for all such Losses from in excess of $250,000; (d) the first dollar. The aggregate amount of all Losses for which Buyer the Purchaser shall be liable pursuant to Section 8.03(a) 7.03 shall not exceed $500,000; and (e) each Indemnified Party shall take, and shall 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 the Capminimum extent necessary to remedy the breach that gives rise to such Loss. (cf) Notwithstanding anything in this agreement to the foregoingcontrary, the limitations set forth in this Section 8.04(a) and Section 8.04(b) 7.04 shall not apply to Losses based upon, arising out of, with respect of Purchaser and its Affiliates (including the Target) related 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 4.05Indemnified Taxes. (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) Notwithstanding anything contained herein to the contrary, the Seller and SED Parties shall not be liable obligated to the Buyer Indemnitees indemnify Purchaser Indemnified Parties for indemnification aggregate Purchaser Losses 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 this Agreement pursuant to Section 8.02(a9.1(a)(i) in excess of $15,000,000; provided, however, that such limitation shall not exceed 100% apply with respect to a breach of the nominal value of the Purchase Price set forth a representation or warranty made by any Seller Party in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”4.1, 4.2(a), 4.3, 4.5, 4.9 or 4.10. (b) Buyer and DSS Notwithstanding anything contained herein to the contrary, the Seller Parties shall not be liable obligated to indemnify Purchaser Indemnified Parties under this Agreement pursuant to Section 9.1(a)(i), (x) with respect to any individual Purchaser Loss or series of related Purchaser Losses of less than twenty-five thousand dollars ($25,000) (the Seller Indemnitees for indemnification under Section 8.03(a“Minimum Amount”) and (y) unless and until the aggregate Purchaser Losses (excluding individual Purchaser Losses or related Purchaser Losses less than the Minimum Amount) subject to such indemnification collectively exceed five hundred thousand dollars ($500,000) (the “Threshold”), whereupon such indemnification shall be made by the Seller Parties only with respect to the amount of all such Purchaser Losses (excluding individual Purchaser Losses or related Purchaser Losses less than the Minimum Amount) in respect excess of indemnification under Section 8.03(a) exceeds the BasketThreshold; provided, in which event Buyer shall be required to pay or be liable for all such Losses from however, that the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) Threshold shall not exceed the Capapply to any breach of a representation or warranty made by any Seller Party or any Affiliate thereof in Sections 4.1, 4.2(a), 4.3, 4.5, 4.9 or 4.10. (c) Notwithstanding The representations and warranties of the foregoingSeller Parties and Purchaser contained in Article IV and Article V, respectively, of this Agreement shall survive the limitations Closing until the eighteen month anniversary of the Closing Date; provided that the representations and warranties set forth in Sections 4.1, 4.2(a), 4.3, 4.5, 4.9, 5.1, 5.2(a) and 5.5 shall survive indefinitely and the representations and warranties set forth in Section 8.04(a) 4.10 and Section 8.04(b) 4.15 shall survive until the expiration of the applicable statute of limitations. The covenants and agreements contained in this Agreement shall survive the Closing until the date or dates explicitly specified therein or, if not apply to Losses based uponso specified, arising out of, until the expiration of the applicable statute of limitations 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 matters contained therein. (d) For purposes of this ARTICLE VIIIThe obligations to indemnify and hold harmless a Party pursuant to Sections 6.14(e), any inaccuracy in 9.1(a)(i), 9.1(a)(ii), 9.1(b)(i) or breach of any representation 9.1(b)(ii) shall terminate when the applicable representation, warranty or warranty covenant terminates pursuant to Section 9.2(c); provided, however, that such obligations to indemnify and hold harmless shall be determined without regard not terminate with respect to any materialityitem as to which the Seller Indemnified Party or Purchaser Indemnified Party, Company Material Adverse Effect or other similar qualification contained as the case may be, to be indemnified (each, an “Indemnified Party”) shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice (stating in or otherwise applicable reasonable detail the basis of such claim) to such representation or warrantythe Indemnifying Party.

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 $500,000 120,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 8.02(a) or Section 8.03(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 (which Losses shall not be counted toward the Basket). 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) $1,500,000 (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 3.224.22, Section 3.285.01, Section 4.01 5.02 and Section 4.055.04. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(b) and (c) and for which Buyer shall be liable pursuant to Section 8.03(b) and (c) shall not exceed the Purchase Price actually received; provided, however, that the foregoing limitations shall not apply to any claims by Seller related to any Earnout Payments. (d) Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 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 received or entitled to be received by the Indemnified Party 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. (e) 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 as a result of such Loss by the Indemnified Party. (f) 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. (g) For purposes of this ARTICLE Article VIII, any Losses resulting from any inaccuracy in or breach of any representation or warranty contained in this Agreement 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 (other than those set forth in (a) the definition of Material Contract and Permitted Exceptions, (b) any provisions of any representation or warranty made by the Company in this Agreement that require the Company to list items in the Schedules, and (c) the representations set forth in Section 4.01, Section 4.06(a), Section 4.08, Section 5.01, and Section 5.11). (h) In no event shall any Buyer Indemnitees or Seller Indemnitees be entitled to seek or receive indemnification for the same Loss more than once under this Article VIII even if a claim for indemnification in respect of such Loss has been made as a result of a breach of more than one (1) representation, warranty, covenant or agreement contained in this Agreement.

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 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 $500,000 200,000 (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(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 the first dollar. 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 representation or warranty in Section 3.013.1, Section 3.033.2, Section 3.203.4, Section 3.223.23, Section 3.283.26, Section 4.01 4.1, Section 4.2, Section 4.7, Section 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 9.3 and Section 8.03 9.4 shall be subject to the following limitations: (a) Seller and SED The Sellers shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a9.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.3(a) exceeds $500,000 250,000.00 (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 the Sellers shall be liable pursuant to Section 8.02(a9.3(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) $4,200,000.00 (the “"Cap”"). (b) The Buyer and DSS shall not be liable to the Seller Indemnitees Indemnified Parties for indemnification under Section 8.03(a9.4(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.4(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 the Buyer shall be liable pursuant to Section 8.03(a9.4(a) shall not exceed the Cap. (c) Notwithstanding anything to the contrary in this Agreement, for any indemnification claims made by any Buyer Indemnified Parties, (i) the first $2,100,000.00 in Losses shall be borne by each of the Individual Sellers in accordance with their Initial Pro Rata Percentage and (ii) any Losses in excess of $2,100,000.00 shall be borne by each Seller in accordance with the percentages set forth on Schedule 3.4. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b9.5(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 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05a Sellers Fundamental Representation or Buyer 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 qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 this Article 7 is and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Contributors shall not be liable to the Buyer ▇▇▇▇▇▇▇ Indemnitees for indemnification under Section 8.02(a7.2(a)(1) until the aggregate amount of all Losses in respect of indemnification under this Section 7.2(a)(1) exceeds $1,000,000 (the "Basket"), constituting a deductible basket, in which event Contributors shall only be required to pay or be liable for Losses under Section 7.2(a)(1) that are in excess of the Basket. Additionally, the maximum, aggregate amount of all Losses for which the Contributors are liable pursuant to Section 7.2(a)(1) shall not exceed seven and a half percent (7.5%) of the aggregate value of the Consideration (the "Aggregate Cap"). (b) No Contributor shall be liable to the ▇▇▇▇▇▇▇ Indemnitees for indemnification under Section 7.2(b)(1) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.2(b)(1) exceeds $500,000 (the “Basket”), in which event Seller a Contributor shall only be required to pay or be liable for all such Losses from under Section 7.2(b)(1) in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller and SED each Contributor shall be liable pursuant to Section 8.02(a7.2(b)(1) shall not exceed 100% a maximum, aggregate amount of seven and a half percent (7.5%) of the nominal aggregate value of such Contributor's pro rata portion of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) Consideration (the “"Individual Cap”"). (bc) Buyer and DSS ▇▇▇▇▇▇▇ shall not be liable to the Seller Contributor Indemnitees for indemnification under Section 8.03(a7.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.3(a) exceeds the Basket, in which event Buyer ▇▇▇▇▇▇▇ shall only be required to pay or be liable for all 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) shall not exceed the CapBasket. (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.6(a), Section 7.6(b) and Section 8.04(b7.6(c) 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 a Fundamental Representation (a "Fundamental Representation Claim"), or (ii) actual fraud (a "Fraud Claim"). The aggregate amount of all Losses for which each Contributor shall be liable with respect to a Fundamental Representation Claim or Fraud Claim (together with any amounts payable in connection with any claims under Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 7.2(b)(3)) shall not exceed a maximum value equal to the aggregate value of such Contributor's total pro rata portion of the Consideration (less any amounts paid for claims other than Fundamental Representation Claims and Section 4.05Fraud Claims) (the "Cap"). (de) For [Reserved]. (f) From and after the Effective Date through the Indemnification Survival Date, each Contributor that is not a natural person shall maintain its corporate, partnership or other existence. In the event that any Contributor entity dissolves following the Indemnification Survival Date, the principals or members of such entity will remain liable for its and their pro rata portion of all indemnification obligations under this Article 7. Notwithstanding the foregoing, Parent and ▇▇▇▇▇▇▇ agree and acknowledge that Founders LLC is dissolving out of existence and distributing its assets in accordance to its operating agreement effective simultaneously with the Closing (the "Founders LLC Dissolution"). The recipients of distributions from the Founders LLC Dissolution shown on Schedule 7.6(f) will remain liable for their respective pro rata portions of all indemnification obligations under this Section 7 in their capacity as successors to Founders LLC. Parent and ▇▇▇▇▇▇▇ hereby agree to waive and release any and all provisions of the LLC Agreement, including Section 8.1 thereof, as it would prohibit, restrain or otherwise prevent the transfers in connection with Founders LLC Dissolution in order to effect the transfers as contemplated by Schedule 7.6(f). (g) Notwithstanding anything to the contrary in this Agreement, no Indemnifying Party shall be liable for indemnification with respect to any Losses suffered, paid or incurred by any Indemnified Party with respect to any claim (or related claims arising out of substantially the same facts) that involves a Loss of less than $2,500 (a "De Minimis Loss"), and all De Minimis Losses shall be disregarded for purposes of this ARTICLE VIIIthe Basket (it being understood and agreed that in the event any Loss is greater than the threshold for a De Minimis Loss, any inaccuracy in or breach no portion of any representation or warranty such Loss shall be determined without regard disregarded pursuant to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantythis Agreement).

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 and SED Except as set forth in Section 9.04(c), 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 an amount equal to $500,000 339,422 (the “BasketDeductible”), in which event Seller Stockholders 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 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) $6,788,433 (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 ▇▇▇▇▇, 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 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 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 Stockholder 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 Stockholders 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 the Stockholders’ 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 the Stockholders actually receive, Section 3.28, Section 4.01 and Section 4.05(iv) in no event shall any Stockholder’s liability pursuant to Article VI or 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 such Stockholder 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 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 Stockholder 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) 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 indemnification under Section 8.02(a) exceeds $500,000 100,000.00 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollardollar up to $11,000,000.00. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) Notwithstanding the foregoing, such limitation shall not exceed 100% 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 3.02, Section 3.03, Section 3.04, Section 3.16, and Section 3.17, (ii) fraud or intentional misrepresentation with respect to any breach of any representation or warranty contained in Article III or in any certificate delivered by or on behalf of the nominal value Company Group, (iii) a deliberate or willful breach of the Purchase Price set forth in this Agreement by Company or Seller, or (iv) indemnification under Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”8.02(d). (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 only 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 dollar up to Section 8.03(a) shall not exceed the Cap$11,000,000.00. (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. (d) Notwithstanding the foregoing, (i) in no event shall indemnified Persons be entitled to indemnification for the aggregate amount of any Losses under this Agreement (including under Article VI) in excess of the sum of the Purchase Price plus the amount of the Surplus Note Payment, unless due to fraud or intentional misrepresentation. Notwithstanding anything herein to the contrary and (ii) no party will be liable in respect of any Consequential Losses.

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) 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) exceeds $500,000 100,000 (the “BasketThreshold”), in which event Seller shall be required to pay or be liable ) and then only for all such Losses from the first dollaroverage. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a6.02(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 (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a6.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a6.03(a) exceeds the BasketThreshold. If such Losses exceed the Threshold, in which event Buyer then Buyer’s liability to the Seller Indemnitees for indemnification under Section 6.03(a) shall be required to pay for the amount of Losses sustained or be liable for all such Losses from incurred in excess of the first dollarThreshold. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a6.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a6.04(a) and Section 8.04(b6.04(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 VIIIArticle VI, any inaccuracy in or breach of any representation or warranty and the amounts 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. (e) For purposes of this Article VI, the amount of Losses shall be determined net of any Tax benefits actually realized as a result of such Loss by the Indemnified Party or its Affiliates in the year in which the Loss occurs or the year following the Loss.

Certain Limitations. The indemnification indemnifications provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Vendor shall not be liable to the Buyer Purchaser 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 Vendor shall be required to pay or be liable for all such Losses from the first dollarDollar. The aggregate amount of all Losses for which Seller and SED Vendor shall be liable pursuant to under 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 Vendor 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 Purchaser shall be required to pay or be liable for all such Losses from the first dollarDollar. The aggregate amount of all Losses for which Buyer Purchaser shall be liable pursuant to under 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 in, or breach of of, any representation or warranty in Section 3.014.01, Section 3.034.02, Section 3.204.08, Section 3.224.09, Section 3.284.17, Section 4.01 4.20, Section 4.21, Section 5.01, Section 5.02 and Section 4.055.04. (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 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.”

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller The indemnification obligations of Sellers, DMI and SED DMR under Section 7.1(a) shall not be liable apply to the Buyer Indemnitees for indemnification under Section 8.02(a) until first $360,000 of Losses referred to therein, except to the aggregate amount extent that such Losses may be incurred by virtue of all Losses or result from fraud or from any breach by Sellers, DMI and DMR of their representations and warranties set forth in respect of indemnification under Section 8.02(a) exceeds $500,000 Sections 4.1, 4.2 or 4.3 (the collectively, “BasketSellers’ Fundamental Representations”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount indemnification obligations of all Losses for which Seller Sellers, DMI and SED shall be liable pursuant to DMR under Section 8.02(a7.1(a) shall not exceed 100% $7,200,000; provided however, that the foregoing limitation shall not apply to Sellers’s indemnification obligations under the ERA or to any Losses that may be incurred by virtue of or result from fraud or intentional misrepresentation or any breach of Sellers’ Fundamental Representations. (b) The indemnification obligations of CrossAmerica under Section 7.2(a) shall not apply to the nominal value first $360,000 of Losses referred to therein, except to the Purchase Price extent that such Losses may be incurred by virtue of or result from fraud or from any breach by CrossAmerica of its representations and warranties set forth in Sections 5.1, 5.2 or 5.3 (collectively, “CrossAmerica’s Fundamental Representations”). The aggregate indemnification obligations of CrossAmerica under Section 2.02 7.2 shall not exceed $7,200,000; provided however, that the foregoing limitation shall not apply to CrossAmerica’s indemnification obligations under the ERA or to any Losses that may be incurred by virtue of or result from fraud or intentional misrepresentation or any breach of CrossAmerica’s Fundamental Representations. (c) The indemnification obligations of the Parties under Section 7.1(a) and Section 7.2(a) shall terminate on the date that is 18 months after the Closing Date; provided, however, that with respect to any claim for indemnification that is asserted or made on or prior to such date, all rights to indemnification in respect of such claim shall continue until the final disposition of such claim; further provided, that the indemnification obligations of the Parties (i) under Sections 7.1 (c), (d) or (e) or Section 7.2(c) or the ERA or (ii) with respect to Losses that may be incurred by virtue of or result from actual fraud or intentional misrepresentation or any breach by Sellers, DMI or DMR of Sellers’ Fundamental Representations or by CrossAmerica of CrossAmerica’s Fundamental Representations, in each case shall continue in full force and effect thereafter until the expiration of the applicable statute of limitations; and further provided, that the indemnification obligations of the Parties under Section 7.1(b) and Section 7.2(b) shall survive for the period provided in such covenants and agreements, if any, or until fully performed (other than covenants and agreements that, by their terms, are to be performed in their entirety prior to the Closing, which shall terminate at the Closing). (d) The amount of any Loss subject to indemnification hereunder shall be reduced by the amount of any insurance proceeds or any indemnity, contribution or other payment actually recovered by the Indemnified Party (as adjusted defined below) from any third party, in each case net of actual costs of recovery, including the amount of any deductible required to be paid by the Indemnified Party. In the event that any insurance proceeds or other indemnity, contribution or other payment is recovered by an Indemnified Party with respect to any Losses for which the Indemnified Party has previously been indemnified pursuant to Section 2.04this Article 7, the Indemnified Party will promptly refund the amount of such recovery to the Indemnifying Party (net of actual costs of recovery, including the amount of any deductible required to be paid by the Indemnified Party as provided for above). (e) The amount of any Losses incurred in connection with any breach by a Party of its representations and warranties herein shall be calculated without giving effect to any qualifications or limitations as to “materiality” or “Material Adverse Effect” or similar phrases set forth in such representations and warranties (the each, a “CapMateriality Qualifier”). (bf) Buyer An Indemnified Party may seek indemnification hereunder only for actual out-of-pocket Losses actually incurred by such Indemnified Party (other than in the event of fraud or intentional misrepresentation), and DSS in no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, imputed, consequential, incidental or indirect damages, lost profits or punitive, special or exemplary damages and, in particular, no “multiple of profits” or “multiple of cash flow”, “multiple of EBITDA” or similar valuation methodology shall be used in calculating the amount of any Losses; provided, however, that this Section 7.3(f) shall not be liable limit an Indemnified Party’s right to indemnification hereunder for any such Losses to the Seller Indemnitees for indemnification under Section 8.03(aextent (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 such Indemnified Party is required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses to a third party in connection with a matter for which Buyer shall be liable pursuant such Indemnified Party is otherwise entitled to Section 8.03(aindemnification hereunder or (ii) shall not exceed the Capsuch Losses result from fraud or intentional misrepresentation. (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 and Section 8.03 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(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 250,000 (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(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 (the “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. (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) fraud or intentional misrepresentation, for which the aggregate amount of Losses for which Stockholders shall be liable is uncapped, (ii) any inaccuracy in or breach of any representation Fundamental Representation, for which the aggregate amount of Losses for which Stockholders shall be liable shall not exceed the Purchase Price, (iii) any inaccuracy in or warranty breach of any IP Representation, for which the aggregate amount of Losses for which Stockholders shall be liable shall not exceed 50% of the Purchase Price, (iv) any Taxes under ARTICLE VI, for which the aggregate amount of Losses for which Stockholders shall be liable shall not exceed the Purchase Price; and (v) the matters described in Section 3.01Sections 8.02(f), Section 3.03(g), Section 3.20(h) and (i), Section 3.22, Section 3.28, Section 4.01 and Section 4.05for which the aggregate amount of Losses for which Stockholders shall be liable shall not exceed the Purchase Price. (d) For purposes the sole purpose of this ARTICLE VIIIdetermining Losses (and not for determining whether any breach of any representation or warranty 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. (e) The amount of any Losses for which an Indemnifying Party is liable under this ARTICLE VIII shall be reduced by (i) the amount of any Tax benefit actually realized by the Indemnified Party and (ii) by the amount of any insurance proceeds actually received from an insurance carrier by an Indemnified Party with respect thereto (net of applicable deductibles or similar costs or payments), in each case as arising from the event that gives rise to any such Losses or from the incurrence or payment of thereof. (f) In the event that any GE subdivision or entity, including without limitation those entities set forth on Schedule 8.04(f), which is a party to a statement of work, purchase order or other customer order under the GE Contract (each a “GE Contract SOW”) terminates, fails to renew or reduces the amount of Annual Service Fee under such GE Contract SOW (or any successor GE Contract SOW following a renewal or change in control) during the Holdback Period as measured on the Holdback Release Date, and the aggregate amount of revenue reduction attributable to such event or events for all such GE Contract SOWs exceeds the aggregate increase in the amount of Annual Service Fees, if any, under all such GE Contract SOWs (or any successor GE Contract SOW following a renewal or change in control) during the Holdback Period as measured on the Holdback Release Date (such excess amount the “Aggregate GE Reduction”) then the amount of Loss attributable to such Aggregate GE Reduction shall be $[ * ] minus the product of (i) the amount of Annual Service Fee calculated on the Holdback Release Date after giving effect to such Aggregate GE Reduction times (ii) the ARR Multiple. For the sake of clarity, Parent and the Company hereby agree that should (i) the GE Contract be assigned or otherwise transferred in connection with a change of control, sale, assignment or other transfer of General Electric Company or (ii) any GE Contract SOW be assigned or otherwise transferred in connection with a change of control, sale, assignment or other transfer of any GE subdivision or entity party to a GE Contract SOW, and the GE Contract or such GE Contract SOW is not terminated in connection with such event or events, then any revenue reduction or increase derived from the GE Contract or such GE Contract SOW following such event or events shall be included in any calculation of the Aggregate GE Reduction. In addition, the parties agree that the amount of Annual Service Fee set forth on Schedule 8.04(f) next to each party thereon shall be the amount of Annual Service Fee for such party for purposes of calculating the Aggregate GE Reduction.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The aggregate liability of Seller and SED with respect to Losses that are the subject matter of Section 9.2(a) hereof shall in no event exceed fifty percent (50%) of the Purchase Price (the "Cap"), provided that the Cap shall not be liable apply to any indemnification obligations on account of Losses resulting from any inaccuracy or breach of the Buyer Indemnitees representations and warranties set forth in Sections 2.1, 3.1 and 4.1 ("Corporate Status"), Sections 2.2 and 4.2 ("Authority and Enforceability"), Section 2.4 ("Title; Capitalization"), Section 2.5 ("Valuation and Other Characteristics of the Applicable Equity Securities and Transferred Securities") and Section 2.6 ("Future Investment Obligations"). (b) Subject to clauses (c) and (d) of this Section 9.3, Seller shall not have any indemnification obligations for indemnification Losses under Section 8.02(a9.2(a) unless and until the aggregate amount of all such Losses in respect exceed three percent (3%) of indemnification under Section 8.02(a) exceeds $500,000 the Aggregate Purchase Price (the “Basket”"General Deductible"), in at which event Seller ▇▇▇▇ ▇▇▇▇▇▇'▇ indemnification obligations shall be required effective as to pay all amounts in excess of the General Deductible; provided that the General Deductible shall not apply with respect to any indemnification obligations on account of Losses resulting from any inaccuracy or be liable for all such Losses from breach of the first dollar. The aggregate amount representations and warranties set forth in Sections 2.1, 3.1 and 4.1 ("Corporate Status"), Sections 2.2 and 4.2 ("Authority and Enforceability"), Section 2.4 ("Title; Capitalization"), Section 2.5 ("Valuation and other Characteristics of the Applicable Equity Securities and Transferred Securities"), Section 2.6 ("Future Investment Obligations") or Section 3.3 ("Financial Statements"); and provided further that any and all Losses for which Seller resulting from any inaccuracy or breach of the representations and SED shall be liable pursuant warranties set forth in Sections 3.4 and 3.5 with respect to Section 8.02(aany Portfolio Company ("Applicable PC Specific Losses") shall not exceed 100% be included in the calculation 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 General Deductible, and DSS Seller shall not be liable to the Seller Indemnitees for have no indemnification obligation whatsoever under Section 8.03(a) this Article IX with respect thereto, unless and until the aggregate amount of all Losses such PC Specific Losses, individually or in respect the aggregate, exceed the greater of indemnification under Section 8.03(a(i) exceeds 3% of the BasketStated Value of such Portfolio Company and (ii) $100,000, in which event Buyer case all such Applicable PC Specific Losses shall be required applied from dollar one thereof to pay or be liable for all such Losses from the first dollar. The aggregate amount calculation of all Losses for which Buyer the General Deductible and Seller shall be liable pursuant to Section 8.03(a) shall not exceed have the Capindemnification obligations with respect thereto in accordance with the other applicable provisions of this Article IX. (c) Notwithstanding Seller shall not have any indemnification obligations for Losses resulting from any inaccuracy or breach of the foregoing, the limitations representations and warranties set forth in Section 8.04(a2.4(b) ("Capitalization Losses") unless and Section 8.04(buntil the aggregate amount of such Capitalization Losses exceed three percent (3%) of the Aggregate Purchase Price (the "Capitalization Basket") at which ▇▇▇▇ ▇▇▇▇▇▇'▇ indemnification obligations shall not apply be effective as to Losses based uponall amounts in excess of the Capitalization Basket. Notwithstanding anything in this Article IX to the contrary, arising out ofany Capitalization Loss that is applied to the Capitalization Basket shall be included, with respect to or by reason in an equal amount, in the calculation 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 General Deductible. (d) For purposes Seller shall not have any indemnification obligations for Losses resulting from any inaccuracy or breach of the representations and warranties set forth in Section 3.3 ("Financial Statement Losses") unless and until the aggregate amount of such Financial Statement Losses exceed five percent (5%) of the Aggregate Purchase Price (the "Financial Statements Basket") at which ▇▇▇▇ ▇▇▇▇▇▇'▇ indemnification obligations shall be effective as to all amounts in excess of the Financial Statements Basket. Notwithstanding anything in this ARTICLE VIIIArticle IX to the contrary, any Financial Statements Loss that is applied to the Financial Statements Basket shall be included, in an equal amount, in the calculation of the General Deductible. (e) The amount of any Losses for which a Buyer Indemnitee claims indemnification under this Agreement shall be reduced by any indemnification or reimbursement payments actually received by Buyer from third parties; it being understood and agreed that Buyer shall have no obligation to pursue any such claims against any such third parties. To the extent of any indemnification payments made by Seller pursuant to this Agreement to a Buyer Indemnitee for which Buyer has a right of recovery against a third party, Seller shall be subrogated to all of Buyer's rights of recovery against such third party in respect of Seller's corresponding indemnification payment. (f) The rights and remedies of Buyer in respect of any inaccuracy in or breach of any representation, warranty, covenant or agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts or circumstances upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. The representations, warranties and covenants of Seller and Buyer's rights to indemnification with respect thereto shall not be affected or deemed waived by reason of any investigation made by or on behalf of Buyer (including by any of its advisors, consultants or representatives) or by reason of the fact that 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 Buyer's waiver of any condition set forth in this Agreement. (g) Seller shall not, in any event, be liable or otherwise responsible to Buyer (or any of its Affiliates) for any incidental, consequential or punitive damages or lost profits of Buyer (or any of its Affiliates) arising out of or relating to this Agreement or the performance or breach hereof, except to the extent any such Loss or Losses, as the case may be, were reasonably foreseeable, in which case Seller shall be determined without regard liable to the full extent thereof, provided nothing in this Section 9.3(g) shall limit Seller's liability for any materialityincidental, Company Material Adverse Effect consequential or other similar qualification contained punitive damages or lost profits of Buyer arising in or otherwise applicable to such representation or warrantyconnection with a Third Party Claim.

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 and Section 8.03 11.2 shall be subject to the following limitations: (a) Seller and SED Shareholders shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a11.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a11.2(a) exceeds $500,000 250,000 (the “Basket”), in which event Seller and Shareholders 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 Seller and SED Shareholders shall be liable pursuant to Section 8.02(a11.2(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”)$4,000,000. (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 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(b11.4(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 the Seller Fundamental Representations (except for the representations and warranties contained in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 3.9 (Title to Assets; Encumbrances) and Section 4.053.16 (Employee Benefits)). (c) Notwithstanding anything herein to the contrary, the aggregate amount of all Losses for which Shareholders shall be liable pursuant to this Article 11 shall not exceed the Purchase Price. (d) For purposes Notwithstanding anything herein to the contrary, from and after the Closing, any claims or indemnification under Section 11.2 shall, subject to the foregoing provisions of this ARTICLE VIIISection 11.4, any inaccuracy in or breach of any representation or warranty shall be determined without regard satisfied (i) first, to any materialitythe extent recovery is available under the Escrow Fund, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable pursuant to such representation or warrantythe Escrow Agreement, (ii) second, to the extent recovery is not available under the Escrow Fund, directly by Seller, and (iii) third, to the extent recovery is not available from Seller, directly by Shareholders, jointly and severally.

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 in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller and SED Sellers shall be liable pursuant to Section 8.02(a) shall not exceed 10010% 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 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 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 or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.054.03. (d) For purposes of Losses subject to indemnification pursuant to this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty Article VIII shall be determined without regard calculated after giving effect to any materialityinsurance recoveries (subject to the insurer’s right of subrogation) and tax benefits, if any. During the one-year period following the Closing, Buyer covenants and agrees to maintain liability insurance in amounts at least comparable to that maintained by the Company Material Adverse Effect or other similar qualification contained in or otherwise applicable prior to such representation or warrantythe 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 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) 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 7.2 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 $10,000 in the aggregate. If the total amount of such Damages exceeds $10,000 in the aggregate, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the total amount of all Damages. (b) The total amount of Damages which the Seller may be entitled to be indemnified against (i) pursuant to Section 3.017.3(a) shall be limited to $25,000, and (ii) pursuant to Section 3.037.3(b) and 7.3(c), collectively, shall be limited to $50,000. (c) None of the limitations set forth herein Section 3.207.4 shall apply in the case of fraud, or with respect to the Seller's indemnification obligations with respect to any Specified Claim Liability pursuant to Section 3.22, Section 3.28, Section 4.01 and Section 4.057.2(d). (d) For purposes of Notwithstanding any provision or other remedy permitted by or in this ARTICLE VIIIAgreement, any inaccuracy Seller acknowledges and agrees it may forfeit its Escrowed Shares and Net Profits in or breach of any representation or warranty shall be determined without regard an amount equal to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable Damages suffered by Purchaser pursuant to such representation or warrantythis Section 7.4.

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 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) Seller and SED the Principal Shareholders shall not be jointly 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 $500,000 100,000.00 (the “Basket”), in which event Seller the Principal Shareholders shall jointly 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 Principal Shareholders 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) $1,000,000.00 (the “Cap”). (b) Buyer and DSS 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 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 breach of any representation or warranty in Section 3.01, Section 3.033.02, Section 3.203.04, Section 3.223.23, Section 3.284.01, Section 4.01 4.03, Section 4.04, Section 5.01 and Section 4.055.03. (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 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 that may be recovered by the Buyer Indemnified Parties from Seller pursuant to all claims for indemnification for breaches of indemnification representations and/or warranties under Section 8.02(a7.1(a) exceeds $500,000 (other than with respect to (A) fraud and/or (B) Seller’s breach of any of the representations or warranties in Section 4.1 (“Organization; Authority; Execution and Delivery”), Section 4.2 (“Consents; No Violation, Etc.”) or Section 4.4 (“Title to Purchased Assets”) (collectively, the “Fundamental Representations”)), shall not exceed, in total, one million five hundred thousand euros (€1,500,000.00) (the “BasketCap”), 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 that may be recovered by the Seller and SED shall be liable Indemnified Parties from Buyer pursuant to all claims for indemnification for breaches of representations and/or warranties under Section 8.02(a) 7.2(a), shall not exceed 100% the Cap. For the avoidance of doubt, the nominal value of the Purchase Price set forth in Cap shall not apply to either Party’s indemnity obligations under Section 2.02 (as adjusted pursuant to 7.1(b), Section 2.04) (the “Cap”7.1(c). (b) , Section 7.1(d), Section 7.2(b), or Section 7.2(c). The Buyer and DSS shall not be liable entitled to the Seller Indemnitees compensation for indemnification under Section 8.03(a) until any Loss resulting from a breach of Seller’s representations or warranties unless the aggregate amount of all recoverable Losses in respect of indemnification under Section 8.03(a) total equals to or exceeds the Basketan amount corresponding to thirty thousand euros (€30,000.00), in which event Buyer case the entire amount of the Losses shall be required to pay or be liable for all such Losses from the first dollarrecoverable. The Seller shall not be entitled to compensation for any Loss resulting from a breach of Buyer’s representations or warranties unless the aggregate amount of all recoverable Losses for in total equals to or exceeds an amount corresponding to thirty thousand euros(€30,000) in which Buyer case the entire amount shall be liable pursuant to Section 8.03(a) shall not exceed the Caprecoverable. (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 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) 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 2.049.2(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 3.033.2, Section 3.203.3, Section 3.223.4, Section 3.283.19, Section 4.01 3.21(e), Section 3.23, Section 3.24 and Section 4.05. 3.26 (dthe “Buyer Basket and Cap Exclusions”), until the aggregate amount of all Losses in respect of indemnification under Section 9.2(a) For purposes (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket and Cap Exclusions, for which Seller shall be liable for all Losses, subject to the balance of the limitations set forth herein) exceeds $1,000,000 (the “Basket”), in which event Seller shall be required to pay or be liable for the Losses in excess of the Basket in accordance with this ARTICLE VIIIArticle IX. Moreover, if Buyer fails to obtain any of the estoppel certificates referenced in Section 6.12, Buyer Basket and Cap Exclusions shall also include Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to, or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.9 or Section 3.10 that would have been cured or waived by the applicable landlord’s execution of such estoppel certificate. (b) Neither Buyer nor Innospec shall be liable to the Seller Indemnitees for indemnification under Section 9.3(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 4.4, Section 5.1 and Section 5.5 (the “Seller Basket and Cap Exclusions”), until the aggregate amount of all Losses in respect of indemnification under Section 9.3(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket and Cap Exclusions, for which Buyer and Innospec shall be jointly and severally liable for all Losses, subject to the balance of the limitations set forth herein) exceeds the Basket, in which event Buyer and Innospec, jointly and severally, shall be required to pay or be liable for the Losses in excess of the Basket in accordance with this Article IX. (c) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 9.2(a) for any Losses in excess of an amount equal to the Cap Amount; provided, that, notwithstanding the foregoing, the Cap Amount shall not apply to, or take account of, any Losses based upon, arising out of, with respect to or by reason of the Buyer Basket and Cap Exclusions, breaches of Article VI, or any fraud. Notwithstanding anything in this Agreement, in no event shall the aggregate indemnification to be paid by Seller under this Article IX exceed the Purchase Price. (d) Neither Buyer nor Innospec shall be liable to the Seller Indemnitees for indemnification under Section 9.3(a) for any Losses in excess of an amount equal to the Cap Amount; provided, that, notwithstanding the foregoing, the Cap Amount shall not apply to, or take account of, any Losses based upon, arising out of, with respect to or by reason of the Seller Basket and Cap Exclusions, breaches of Article VI, or any fraud. (e) The amount of any Losses for which indemnification is provided under this Article IX shall be net of any amounts actually recovered by the indemnified party under insurance policies or otherwise from a third party with respect to such Losses (net of any Tax or expenses incurred in connection with such recovery, and net of any increased insurance premiums to be incurred as a consequence of such recovery). Buyer shall use its commercially reasonable efforts to recover under insurance policies for any Losses prior to seeking indemnification under this Agreement. (f) Seller shall have no liability to indemnify with respect to any Losses in respect of any matter that is taken into account in the calculation of any adjustment to the Purchase Price pursuant to Article II. (g) For purposes of this Article IX, (i) any inaccuracy in or breach of any representation, warranty, covenant, or agreement shall be determined without regard to any knowledge (including the defined terms “Seller Knowledge” and “Knowledge of Seller”), materiality, Company Material Adverse Effect, Buyer Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty, and (ii) in such case, each such representation, warranty, covenant or agreement shall be read as if all such qualifications were omitted therefrom. Notwithstanding the foregoing, the preceding sentence shall not apply to the “Seller Knowledge” or “Knowledge of Seller” qualifiers in Section 3.9, the last sentence of Section 3.10(b), the last sentence of Section 3.12(e), Section 3.15, Section 3.17(a), Section 3.18, Section 3.20(h), Section 3.21(b), the second to last sentence of Section 3.21(c), and Section 3.23.

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 provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED The 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 50,000 (the “Basket”), in which event Seller 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 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 actually paid to Section 2.04) the Members by the Parent (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 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. (c) Notwithstanding the foregoing, and only with respect to the Key Members, 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 contained in Section 3.013.01 (Organization and Qualification of the Company), Section 3.033.02(a) (Authority), Section 3.203.04 (Capitalization), Section 3.223.06 (Financial Statements), Section 3.283.07 (Undisclosed Liabilities), Section 3.10 (Title to Assets; Real Property), Section 3.17 (Legal Proceedings; Governmental Orders), Section 3.18 (Compliance with Laws; Permits), Section 3.19 (Environmental Matters), Section 3.20 (Employee Benefit Matters), Section 3.25 (Brokers), Section 4.01 (Organization and Authority of Parent and Merger Sub) or Section 4.054.04 (Brokers) (or, for the avoidance of doubt, in respect of Section 3.22 (Taxes), it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI). (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”"Deductible"), in which event Seller Sellers 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 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 Purchase Price set forth in Section 2.02 (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 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(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 3.203.04, Section 3.06, Section 3.13, Section 3.18, Section 3.22, Section 3.28, Section 4.01 and Section 4.054.01. With respect to each Seller, such Seller’s aggregate liability hereunder shall be limited to an amount equal to the remainder of (i) the portion of the Purchase Price actually received by such Seller hereunder, with the value of each Buyer Share issued to such Seller being deemed to be the Registration Date Price for purposes of this section minus (ii) the amount payable by such Seller pursuant to the AWS Indebtedness. Notwithstanding the foregoing, the limitation contained in the previous sentence shall not apply to any 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 determining the amount of Losses pursuant to this ARTICLE VIIIArticle VII (but not for purposes of determining whether any breach occurred), 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. (e) Each Indemnifying Party shall use its commercially reasonable efforts to mitigate any Loss arising from or related to Article VI or this Article VIII upon becoming aware of any event or circumstance that gives rise thereto.

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 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, Section 3.03, 4.02. Section 3.20, Section 3.22, Section 3.28, Section 4.01 4.05 and Section 4.054.06 (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 $100,000, in which event Seller shall be required to pay or be liable for all such Losses from the first dollar after $100,000. (db) 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 any inaccuracy in or breach of any representation or warranty in Section 5.01, Section 5.02 and Section 5.04 (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 $100,000, in which event Buyers shall be required to pay or be liable for all such Losses from the first dollar after $100,000. (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. (d) Notwithstanding anything to the contrary, in no event shall Seller and Parent, on the one hand, or Buyers, on the other hand be liable under this Article VIII for Losses exceeding $4,000,000.

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 [REDACTED DOLLAR AMOUNT] (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 $[REDACTED DOLLAR AMOUNT] (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 6.2 and Section 8.03 6.3 shall be subject to the following limitations: (a) Except as set forth in Section 6.4(b), Seller and SED the Members shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a6.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a6.2(a) exceeds $500,000 150,000 (the “Basket”), in which event Seller and Members shall only be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The Except as set forth in Section 6.4(b), the aggregate amount of all Losses for which Seller and SED the Members shall be liable pursuant to Section 8.02(a6.2(a) shall not exceed 100% of the nominal value of the Purchase Price $3,000,000. Except as set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”6.4(b). (b) , Buyer and DSS shall not be liable to the Seller Indemnitees Indemnified Parties for indemnification under Section 8.03(a6.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a6.3(a) exceeds the Basket, in which event Buyer shall only be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The Except as set forth in Section 6.4(b), the aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a6.3(a) shall not exceed the Cap$3,000,000. (cb) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b6.4(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach in the Seller Fundamental Representations or Buyer Fundamental Representations. Notwithstanding anything herein to the contrary, the aggregate amount 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 4.05all Losses for which Members shall be liable pursuant to this Article 6 shall not exceed the Purchase Price. (dc) For purposes Notwithstanding anything herein to the contrary, from and after the Closing, any claims for indemnification under Section 6.2 shall, subject to the foregoing provisions of this ARTICLE VIIISection 6.4, any inaccuracy in or breach of any representation or warranty shall be determined without regard satisfied (i) first, to any materialitythe extent recovery is available under the Escrow Fund, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable pursuant to such representation or warrantythe Escrow Agreement, (ii) second, to the extent recovery is not available under the Escrow Fund, directly by Seller, and (iii) third, to the extent recovery is not available from Seller, directly by Members, severally.

Certain Limitations. The indemnification provided for in Section 8.02 8.02(a) and Section 8.03 8.03(a) 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): (i) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 US$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 dollar or (ii) in an 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 in excess of the Purchase Price set forth in Section 2.02 (as adjusted pursuant actually paid by Buyers to Section 2.04) (the “Cap”)Seller. (b) Buyer and DSS Buyers 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 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 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 3.204.06, Section 3.224.09, Section 3.284.12, Section 4.01 4.12(f), Section 5.01 and Section 4.055.02 or in respect of fraud, criminal activity or willful misconduct. (d) For purposes of this ARTICLE VIIIArticle 8, the breach of a representation, warranty or covenant in this Agreement, and any inaccuracy in or Losses resulting from the breach of any representation representation, warranty or warranty covenant in this Agreement, shall be determined without regard to any materialityby disregarding the words, Company “material,” “material respects,” “Material Adverse Effect Effect” or any other similar qualification contained in or otherwise applicable to such representation or warranty.