Common use of Certain Limitations Clause in Contracts

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

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

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

Certain Limitations. The indemnification provided for in Section 8.02 Sections 7.2 and Section 8.03 7.3 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) 7.2 until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.2 exceeds Seventeen Thousand Five Hundred Dollars ($17,500.00) exceeds $500,000 (the “BasketDeductible”), 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 limitations under this Section 8.02(a) 7.4 shall not exceed 100% apply to (i) any breach of the nominal value Fundamental Representations, (ii) in the event of the Purchase Price set forth in fraud or intentional misrepresentation, (iii) Section 2.02 7.2(b), or (as adjusted pursuant to Section 2.04iv) (the “Cap”)an Excluded Liability. (b) Buyer Recovery in an amount not to exceed Three Hundred Fifty Thousand Dollars ($350,000.00) shall be the Buyer’s sole and DSS exclusive remedy for indemnifiable Losses resulting from the matters referred to in Section 7.2(a), provided, that, the limitations under this Section 7.4(b) shall not apply to (i) any breach of the Fundamental Representations and (ii) in the event of fraud or intentional misrepresentation. The maximum amount of indemnifiable Losses which may be liable recovered from Seller arising out of or resulting from the Fundamental Representations shall be limited to (1) the Purchase Price paid to and received by Seller Indemnitees for indemnification under Section 8.03(aplus (2) 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 Contingent Consideration paid 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 Capand received by Seller (if any). (c) Notwithstanding the foregoing, the limitations set forth Payments by any Indemnifying Party pursuant to Section 7.2 or 7.3 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 Loss shall be calculated net of any representation or warranty in Section 3.01insurance proceeds actually received on account of such Loss, Section 3.03if any, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05by the Indemnified Party. (d) For purposes Payments by the Indemnifying Party pursuant to Section 7.2 or 7.3 in respect of any Loss shall be reduced by an amount equal to any Tax benefit actually realized by the Indemnified Party on account of such Loss as a refund or reduction in Taxes payable in the year such Loss occurs or the immediately succeeding taxable year. (e) Except with respect to any Third Party Claim against an Indemnified Party, in no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, consequential, exemplary, special damages, including loss of future revenue or income, loss of profits, loss of business reputation or opportunity relating to the breach or alleged breach of this ARTICLE VIIIAgreement. (f) Notwithstanding Notwithstanding anything herein to the contrary, Seller shall not be liable for any inaccuracy Losses incurred by Buyer arising or relating to Section 4.20 (Product Liability) claims arising from sales of products created and sold after Closing, which are due to: (i) Buyer’s specific deviation from a specific Historical Standard which specific deviation directly gives rise to the specific Loss, (ii) Buyer’s use of the Historical Standard after a change in law after the Effective Time that requires a change in the Historical Standard, or breach of any representation (iii) Inventory that was not stored or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained handled by Buyer in or otherwise applicable to such representation or warrantyaccordance with manufacturer instructions.

Certain Limitations. The indemnification provided for in Section 8.02 6.1 and Section 8.03 6.2 shall be subject to the following limitations: (a) Upon the terms and subject to the conditions and limitations set forth in this Agreement, Seller and SED shall not be liable to the Buyer Purchaser Indemnitees for indemnification under Section 8.02(a6.1(a) unless the aggregate amount of all Losses arising from the same facts, events or circumstances exceed $57,500 (the “De Minimis Amount” and in the event the Losses arising from the same facts, events or circumstances, exceed such amount, all Losses with respect thereto, including those below the De Minimis Amount, are referred to herein as the “Indemnifiable Warranty Losses”). (b) Upon the terms and subject to the conditions and limitations set forth in this Agreement, Seller shall not be liable to Purchaser Indemnitees for indemnification under Section 6.1(a) for Indemnifiable Warranty Losses until the aggregate amount of all Indemnifiable Warranty Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 300,000 (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 Upon the terms and subject to the conditions and limitations set forth in this Agreement, the Purchaser Indemnitees shall not be indemnified pursuant to Section 6.1(a) with respect to any Loss if the aggregate amount of all Losses for which Seller and SED shall be liable the Purchaser Indemnitees have received indemnification pursuant to Section 8.02(a6.1(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) has exceeded $7,500,000 (the “Cap”). (bc) Buyer Upon the terms and DSS subject to the conditions and limitations set forth in this Agreement, Purchaser shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a6.2(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 in excess of the first dollarBasket. The Upon the terms and subject to the conditions and limitations set forth in this Agreement, the Seller Indemnitees shall not be indemnified pursuant to Section 6.2(a) with respect to any Loss if the aggregate amount of all Losses for which Buyer shall be liable the Seller Indemnitees have received indemnification pursuant to Section 8.03(a6.2(a) has exceeded the Cap. Upon the terms and subject to the conditions and limitations set forth in this Agreement, Purchaser shall not be liable to the Seller Indemnitees for indemnification under Section 6.2(a) unless the aggregate amount of all Losses arising from the same facts, events or circumstances exceed the CapDe Minimis Amount. (cd) Notwithstanding anything to the foregoing, contrary set forth in this Agreement the limitations set forth in Section 8.04(a6.5(a), Section 6.5(b) and Section 8.04(b6.5(c) shall not limit the Liability of any Indemnifying Party for (i) Breaches of any Transactional Reps, or actual fraud (pled and proven in accordance with applicable Law), or (ii) indemnification with respect to the items set forth in Section 6.1(b) through Section 6.1(f) or in Section 6.2(b) through Section 6.2(d). Additionally, the Basket and De Minimis Amount shall not apply to any Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or resulting from a breach of any the representation or warranty in the first sentence of Section 3.012.10(c) (Title to Assets). Notwithstanding the foregoing, in no event shall Seller shall not be liable to Purchaser Indemnitees for indemnification under Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.056.1 for amounts in excess of $57,500,000. (de) For purposes of this ARTICLE VIIIIn determining the existence of, any inaccuracy in or breach and amount of any representation Losses in connection with a claim under Section 6.1(a) or warranty Section 6.2(a), all representations and warranties shall be determined read without regard and without giving effect to any materiality, Company materiality or Material Adverse Effect or other similar qualification contained in or otherwise applicable to therein (as if such qualification were deleted from such representation or warranty); provided, however, that the foregoing “scrape” shall be inapplicable to: (i) any Transactional Rep (other than Section 2.8); (ii) the representations and warranties set forth in Section 2.5 (Financial Statements), Section 2.7 (Absence of Certain Developments), Section 2.10(c) (Sufficiency of Assets), Section 2.12(a) (Material Contracts) or Section 2.21 (Customers and Suppliers); (iii) the representations and warranties made in the certificate delivered pursuant to Section 5.1(g)(i) with respect to (A) Section 5.1(a) (Seller Bring-Down of Reps and Warranties) (as Section 5.1(a) applies to the representations and warranties described in the foregoing Section 6.5(e)(i) and (ii)) and (B) Section 5.1(c) (Absence of Seller Material Adverse Effect); and (iv) (iv) the representations and warranties made in the certificate delivered pursuant to (Section 5.2(e)(ii) with respect to (A) Section 5.2(a) (Purchaser Bring-Down of Reps and Warranties) (as Section 5.2(a) applies to the representations and warranties described in Section 6.5(e)(i))and (B) Section 5.2(c) (Absence of Purchaser Material Adverse Effect). (f) With respect to each indemnification obligation contained in any Transaction Document, (i) the amount of any Losses payable under this Article VI shall be net of any third-party insurance proceeds or indemnification proceeds from a third party that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (net of any costs incurred by the Indemnified Party or its Affiliates in connection with obtaining such recoveries including any increase or expected increase in premiums that result from making any claim for insurance) and (ii) Seller shall have no liability to indemnify any Purchaser Indemnitee with respect to any Losses caused by or resulting from any action required to be taken by Seller pursuant to Article V. If an Indemnified Party recovers any such amounts in respect of Losses from any third party responsible for such Losses at any time after the Indemnifying Party has paid all or a portion of such Losses to the Indemnified Party pursuant to the provisions of this Article VI, the Indemnified Party shall promptly reimburse the Indemnifying Party for any indemnification payment made by the Indemnifying Party with respect to such Losses up to the amount received by the Indemnified Party from the Indemnifying Party with respect thereto but not to exceed the amount of such recovery (net of any costs incurred in connection with obtaining such recovery including any increase or expected increase in premiums that result from making any claim for insurance). (g) Each of the Parties agrees to (and shall cause its applicable Affiliates to) take all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses that are indemnifiable hereunder; provided, however, that (i) such failure to mitigate Losses in accordance with the foregoing shall not relieve the Indemnifying Party of its indemnification obligations under this Article VI except and only to the extent that the Indemnifying Party is actually materially prejudiced thereby, and (ii) the costs of such mitigation shall be indemnifiable Losses hereunder. (h) If any Indemnified Party or any of its Affiliates is at any time entitled (whether by reason of a common law or contractual indemnity right or availability of insurance) to recover from another Person any amount in respect of any matter giving rise to a Loss (whether before or after the Indemnifying Party has made a payment to an Indemnified Party hereunder and in respect thereof), the Indemnified Party shall (and shall cause its applicable Affiliates to) take commercially reasonable steps to pursue such recovery. If the Indemnified Party recovers any amounts in respect of Losses from any third party at any time after the Indemnifying Party has paid all or a portion of such Losses to the Indemnified Party pursuant to the provisions of this Article VI, the Indemnified Party shall, or shall cause such Indemnified Party to, promptly pay over to the Indemnifying Party the amount so received (to the extent previously paid by the Indemnifying Party). Notwithstanding the foregoing, nothing in this Section 6.5(h) shall delay an Indemnified Party’s ability to pursue its rights hereunder against an Indemnifying Party. (i) Except as an indemnity against damages payable to any un-Affiliated third-party, in no event shall any party have any liability to the other hereunder (including under this Article VI) for any (i) consequential or punitive damages, (ii) damages which are not reasonably foreseeable or (iii) except in the case of a breach of the representations and warranties in Section 2.5(a), Section 2.10(c) or Section 2.10(d), any damages based on a financial multiple. The parties acknowledge that the foregoing limitations are not preclusive of the recovery of loss profits or damages based on a financial multiple in appropriate instances which do not otherwise conflict with such limitations.

Certain Limitations. The indemnification provided for in Section 8.02 9.2(a) and Section 8.03 9.3(a) shall be subject to the following limitations: (a) The liability of the Seller and SED Indemnifying Parties to Purchaser Indemnitees under Section 9.2(a) shall not be liable subject 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 this Section 8.04(a9.4(a) and Section 8.04(bwith respect to a claim for (i) shall not apply to Losses indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation of the Company Fundamental Representations, or warranty (ii) fraud or willful misconduct ((i) and (ii), collectively, the “Purchaser Exclusions”). Except for the Purchaser Exclusions, the Seller Indemnifying Parties shall not be liable to Purchaser Indemnitees under Section 9.2(a) until, and only to the extent that, the aggregate amount of all Losses in respect of indemnification under Section 3.019.2 exceeds $600,000 (the “Floor Amount”). Except with respect to Purchaser Exclusions, if the Floor Amount is exceeded, the Seller Indemnifying Parties shall be liable to Purchaser Indemnitees under Section 3.039.2(a) for all such Losses in excess of the Floor Amount. The aggregate amount of all Losses for which the Seller Indemnifying Parties shall be liable pursuant to Section 9.2(a) shall not exceed an amount equal to $9,000,000 (the “Cap Amount”), Section 3.20except for Losses that are due to Purchaser Exclusions, Section 3.22, Section 3.28, Section 4.01 and Section 4.05which shall not be counted towards the Cap Amount. Losses that are due to Purchaser Exclusions shall not exceed the Transaction Consideration. (db) For purposes Purchaser’s liability to the Seller Indemnitees under Section 9.3(a) shall not be subject to the limitations set forth in this Section 9.4(b) with respect to (i) 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 the Purchaser Fundamental Representation or (ii) fraud or willful misconduct ((i) and (ii), collectively, the “Seller Exclusions”). Except for the Seller Exclusions, as provided in the preceding sentence, Purchaser shall not be liable to the Seller Indemnitees under Section 9.3(a) until, and only to the extent that, the aggregate amount of all Losses in respect of indemnification under Section 9.3(a) exceeds the Floor Amount. Except with respect to Seller Exclusions, if the Floor Amount is exceeded, Purchaser shall be liable to the Seller Indemnitees under Section 9.3(a) for all such Losses in excess of the Floor Amount up to but not exceeding the Cap Amount, except for Losses that are due to Seller Exclusions. Losses that are due to Seller Exclusions shall not exceed the Transaction Consideration. (c) For purposes of determining the existence of any breach or inaccuracy of any representation or warranty and calculating the amount of Losses under this ARTICLE IX, the representations and warranties contained in this Agreement shall be determined deemed to have been made without regard any qualifications as to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyqualifications.

Certain Limitations. The Party making a claim under this Article VIII, together with its Representatives, are referred to as the “Indemnified Person,” and the Party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Person.” The indemnification provided for in Section 8.02 8.2, Section 8.3 and Section 8.03 8.8 shall be subject to the following limitations: (a) Seller and SED The Indemnifying Person shall not be liable to the Buyer Indemnitees Indemnified Person for indemnification under Section 8.02(a) 8.2 or Section 8.3 (but not Section 8.8), as the case may be, until the aggregate amount of all Losses in respect of indemnification indemnifiable to the Indemnified Person under Section 8.02(a8.2 or Section 8.3 exceeds two percent (2%) exceeds $500,000 of the Base Purchase Price (the “BasketDeductible”), in which event Seller the Indemnifying Person shall only be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. With respect to any claim as to which the Indemnified Person may be entitled to indemnification under Section 8.2 or Section 8.3 (but not Section 8.8) as the case may be, the Indemnifying Person shall not be liable for any individual or series of related Losses which do not exceed one tenth of a percent (0.1%) of the Base Purchase Price (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which Seller and SED an Indemnifying Person shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in 8.2, 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 8.3 in respect of indemnification under Fraud and/or a breach of the Seller Fundamental Representations and Section 8.03(a) exceeds 8.8 shall not in any event exceed an amount that is equal to the Basketportion of the Base Purchase Price. Except as otherwise provided in the preceding sentence, 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 an Indemnifying Person shall be liable pursuant to Section 8.03(a8.2(a) or Section 8.3(a) shall not exceed an amount that is equal to twelve and a half percent (12.5%) of the CapBase Purchase Price. (c) Notwithstanding Payments by an Indemnifying Person pursuant to Section 8.2 or Section 8.3 in respect of any Loss shall be limited to the foregoingamount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Person (or the Company) in respect of any such claim. The Indemnified Person shall use its commercially reasonable efforts to recover under insurance policies (if any) or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. If the Indemnified Person receives any additional compensation from third parties after recovery from the Indemnifying Person in respect of an indemnification claim made by the Indemnified Person hereunder, the limitations set forth Indemnified Party shall return the corresponding amount (deducting Taxes) to the Indemnifying Person. (d) To the extent an Indemnified Person recognizes any net Indemnification Tax Benefits as a result of any Losses for the Taxable year in Section 8.04(awhich the indemnity payment is made, such Indemnified Person shall pay the amount of such Indemnification Tax Benefits by (i) and Section 8.04(breducing the amount of Losses by the amount of Indemnification Tax Benefits actually recognized (if such benefits are actually recognized prior to the date on which the indemnity payment is made) or (ii) making a payment to Seller equal to the Indemnification Tax Benefit within thirty (30) days after such benefit is actually recognized if such benefit is actually recognized after the indemnity payment is made. For this purpose, the Indemnified Person shall not apply be deemed to Losses based upon, arising out of, recognize a Tax benefit (“Indemnification Tax Benefit”) with respect to a Taxable year if, and to the extent that, the Indemnified Person’s liability for Taxes for such Taxable year, calculated by excluding any Tax items attributed to the Losses, exceeds the Indemnified Person’s actual liability for Taxes for such Taxable year, calculated by taking into account any Tax items attributed to the Losses. (e) In no event shall any Indemnifying Person be liable to any Indemnified Person for any punitive, incidental, consequential, special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) No Indemnified Person shall be entitled to recover from the Indemnifying Person under this Agreement more than once in respect of the same claim or the same Losses. Any liability of the Indemnifying Person under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. (g) The Indemnified Person 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. (h) 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 warranties of Seller contained in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05this Agreement if Purchaser had Knowledge of such inaccuracy or breach prior to the date hereof. (di) For purposes No Indemnifying Person shall be liable for any Losses arising from: (A) any Taxes of this ARTICLE VIIIthe Company incurred on the Closing Date after the Closing that are outside the ordinary course of business of the Company or inconsistent with past practices; (B) any Taxes of Purchaser (including the Company) attributable to a Tax period other than a Pre-Closing Tax Period; or (C) the amount, value or condition of, or any limitations on, any inaccuracy Tax asset or attribute of the Company (e.g., net operating loss or net operating carryforward), to the extent such assets or attributes are relevant to the ability of Seller or any of its Affiliates (including the Company) to utilize such Tax assets or Tax attributes in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or Tax period other similar qualification contained in or otherwise applicable to such representation or warrantythan a Pre-Closing Tax Period.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject Notwithstanding anything to the contrary contained in this Agreement, each of the following limitationslimitations shall apply: (a) Seller will not be required to indemnify Purchaser under Sections 9.1(a)(i) (other than Losses incurred as a result of any inaccuracy or breach of any representation or warranty contained in Sections 3.1 (Organization and SED Authority), 3.2(b) (Title to Purchased Assets), 3.9 (Tax Matters), 3.12 (Brokers, Finders, etc.), or attributable to fraud or intentional misconduct, as to which this Section 9.2(a) shall not be liable apply), except to the Buyer Indemnitees for indemnification extent that the cumulative amount of the Losses under Section 8.02(a9.1(a)(i) until incurred by the aggregate amount of all Losses in respect of indemnification under Section 8.02(aPurchaser Indemnified Parties exceeds Two Hundred Fifty Thousand Dollars (U.S. $250,000) exceeds $500,000 (the “BasketBasket Amount”), in ) at which event point Seller shall will be required to pay or be liable for all such Losses from pay, and will have Liability for, the first dollar. The aggregate cumulative amount of all the Losses for under Section 9.1(a)(i) incurred by the Purchaser Indemnified Parties. (b) Purchaser, Parent and Opco will not be required to indemnify Seller under Section 9.1(b)(i) (other than Losses incurred as a result of any inaccuracy or breach of any representation or warranty contained in Sections 4.1 (Organization and Authority) or 4.3 (Brokers, Finders, etc.), or attributable to fraud or intentional misconduct, as to which Seller and SED shall be liable pursuant to this Section 8.02(a9.2(b) shall not exceed 100% apply) except to the extent that the cumulative amount of the nominal value Losses under Section 9.1(b)(i) incurred by the Seller Indemnified Parties exceeds the Basket Amount at which point Purchaser, Parent and Opco, jointly and severally, will be required to pay, and will have Liability for, the cumulative amount of the Purchase Price set forth in Losses under Section 2.02 9.1(b)(i) incurred by the Seller Indemnified Parties. (as adjusted c) In no event shall the aggregate out-of-pocket Liability of Seller for any Losses pursuant to Section 2.04Sections 9.1(a)(i) exceed Five Million Five Hundred Thousand Dollars (U.S. $5,500,000) (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 ; provided, that 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 incurred as a result of any inaccuracy in or breach of any representation or warranty contained in Section 3.013.1 (Organization and Authority), 3.2(b) (Title to Purchased Assets), 3.9 (Tax Matters) and 3.12 (Brokers, Finders, etc.) shall not exceed the Purchase Price; provided, further, that the limitations set forth in this Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.059.2(c) shall not apply to Losses attributable to fraud or intentional misconduct. (d) For purposes In no event shall the aggregate out-of-pocket Liability of this ARTICLE VIIIPurchaser, Parent or Opco for any Losses pursuant to Sections 9.1(b)(i) (other than Losses incurred as a result of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise attributable to fraud or intentional misconduct, as to which this Section 9.2(d) shall not apply) exceed the Cap; provided, that Losses incurred as a result of any inaccuracy or breach of any representation or warranty contained in Sections 4.1 (Organization and Authority) or 4.3 (Brokers, Finders, etc.) shall not exceed the Purchase Price; provided, further, that the limitations set forth in this Section 9.2(d) shall not apply to Losses attributable to fraud or intentional misconduct. (e) In no event shall Seller, Purchaser, Parent or Opco have any Liability under Section 9.1(a)(i), or 9.2(b)(i), as the case may be, with respect to claims that are not properly asserted in writing prior to the date that is eighteen (18) months after the Closing Date (other than claims for Losses incurred as a result of any inaccuracy or breach of any representation or warranty attributable to fraud or intentional misconduct, as to which this Section 9.2(e) shall not apply); provided, however, that (i) claims for Losses incurred as a result of any inaccuracy or breach of any representation or warranty contained in Sections 3.1 (Organization and Authority), 3.2(b) (Title to Purchased Assets), 3.9 (Tax Matters), 3.12 (Brokers, Finders, etc.), 4.1 (Organization and Authority) or 4.3 (Brokers, Finders, etc.), may be asserted at any time prior to expiration of the applicable statute of limitations and (ii) claims attributable to fraud or intentional misconduct, will have no expiration date. (f) The representations and warranties made by each Party in this Agreement shall survive the Closing and shall expire eighteen (18) months after the Closing Date and any Liability of any Party with respect to such representations and warranties (other than Losses incurred as a result of any inaccuracy or breach of any representation or warrantywarranty contained in (i) Sections 3.1 (Organization and Authority), 3.2(b) (Title to Purchased Assets), 3.9 (Tax Matters), 3.12 (Brokers, Finders, etc.), 4.1 (Organization and Authority) and 4.3 (Brokers, Finders, etc.), which shall expire upon expiration of the applicable statute of limitations, or (ii) attributable to fraud or intentional misrepresentation, as to which no expiration date shall apply; provided, however, that if, at any time prior to such expiration date, notice of any case for indemnification pursuant to Section 9.1(a) or Section 9.1(b), as the case may be, shall have been given prior to the applicable expiration date and such notice describes the circumstances with respect to which such indemnification claim relates, such indemnification claim shall survive until such time as such claim is finally resolved.

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 Buyer Indemnified Party or Seller Indemnified Party making a claim under this Article VII is referred to as the “Indemnified Party,” and the Party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 7.2 and Section 8.03 7.3 shall be subject to the following limitations: (a) Seller and SED The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a7.2(a) or Section 7.3(a), as the case may be, (i) until the aggregate amount of all Losses in respect of for which indemnification is sought under Section 8.02(a7.2(a) or Section 7.3(a) exceeds $500,000 an amount equal to two percent (2%) of the Closing Payment (the “BasketDeductible”), in at which event Seller time the Indemnifying Party shall be required to pay or only 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(a7.2(a) until the aggregate amount of all or Section 7.3(a) for Losses in respect excess 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 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) Deductible shall not apply to Losses based upon, arising out of, any claim for indemnification under Section 7.2(a) or Section 7.3(a) with respect to fraud, intentional misrepresentation or by reason of willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in Section 3.01the Seller Fundamental Representations or the Buyer Fundamental Representations, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05as applicable or breach of any covenants or agreements. (db) For purposes The aggregate amount of this ARTICLE VIIIall Losses for which an Indemnifying Party shall be liable pursuant to Section 7.2(a) or Section 7.3(a) as the case may be, shall not exceed an amount equal to fifty percent (50%) of the Closing Payment; provided, however, that (x) the aggregate amount for all Losses for which any Indemnifying Party shall be liable pursuant to Section 7.2(a) or Section 7.3(a) as the case may be, with respect to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable, shall not exceed any amount equal to one hundred percent (100%) of the Purchase Price, and (y) such limitation shall not apply to any claim (i) hereunder with respect to fraud, intentional misrepresentation or willful misconduct or (ii) for breach of any covenants or agreements. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Losses shall be determined without regard limited to the net amount of any materialityLosses that remains after deducting therefrom any insurance proceeds (net of any costs of collection, Company Material Adverse Effect deductible, retroactive premium adjustment, reasonably foreseeable premium increases, reimbursement obligation or other out-of-pocket costs directly related to the insurance claim in respect of Losses) and/or any indemnity, contribution or other similar qualification payment (net of any costs or expenses) actually received by the Indemnified Party or any of its Affiliates from any Person other than the Indemnifying Party with respect to the matter in respect of which the indemnification claim under Section 7.2 or Section 7.3 was made. Each Indemnified Party shall use commercially reasonable efforts to mitigate any Losses that any Indemnified Party asserts under this Article VII. (d) Anything to the contrary in this Agreement notwithstanding, (i) neither Seller shall have any right to seek contribution from any Acquired Company with respect to all or any part of any of such Seller’s indemnification obligations under this Article VII, and (ii) for the exclusive purpose of determining the amount of the Losses resulting from a breach or inaccuracy of a representation, warranty, or covenant of either Buyer or either Seller, any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation, warranty or otherwise applicable covenant giving rise to the claim of indemnity hereunder shall in each case be disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty). (e) The representations, warranties, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties and, accordingly, a Party shall, subject to the terms and conditions of this Agreement, be entitled to the indemnification or other remedies provided in this Agreement by reason of any breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any employee, representative or agent of the Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Payments due to Buyer Indemnified Parties under this Article VII may be accomplished in whole or in part, at the option of the Buyer Indemnified Parties, by the Buyer Indemnified Parties setting off a corresponding amount owed to either Seller or its Affiliates by either Buyer or its Affiliates (including the Acquired Companies) under this Agreement, provided that written notice of such intent to set off is delivered to Seller reasonably in advance of the exercise of such set off. (g) Except for any Third-Party claims under Section 7.5(a) and any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall be liable to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement or the transactions contemplated hereby.

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 party making a claim under this Article VIII is the “Indemnified Party,” and the party against whom such claim is asserted under this Article VIII is the “Indemnifying Party.” The indemnification provided for in Section 8.02 8.2, Section 8.3 and Section 8.03 shall be 8.4 are subject to the following these limitations: (aA) Seller and SED shall the Indemnifying Party will not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a8.2(A), Section 8.3(A) or Section 8.4(A), until the aggregate amount of all Losses otherwise indemnified against in respect of indemnification under Section 8.02(a8.2(A), Section 8.3(A), or Section 8.4(A) exceeds Six Hundred Thousand Dollars $500,000 600,000.00 (the “BasketDeductible”), in which event Seller shall be the Indemnifying Party is required only to pay or be liable for all Losses in excess of the Deductible. The Indemnifying Party will not be liable to the Indemnified Party for indemnification under Section 8.2(A), Section 8.3(A) or Section 8.4(A) for any individual or series of related Losses that do not exceed $15,000 (the “De Minimis”), no such Losses will be indemnified under Section 8.2(A), Section 8.3(A) or Section 8.4(A) or counted toward the Deductible. (B) Notwithstanding anything to the contrary set forth herein, Buyer’s sole recourse against the Indemnifying Members hereunder for all Losses indemnified against in Section 8.2(A) and Section 8.3(A), other than Losses based on, arising out of, regarding or from any inaccuracy in or breach of any Company Fundamental Representation or Seller Fundamental Representation, shall be recovery from the Indemnification Escrow Fund, up to an aggregate amount equal to the Indemnification Escrow Amount, provided that Buyer may seek recovery for all Losses indemnified against in Section 8.2(A) and Section 8.3(A), other than Losses based on, arising out of, regarding or from any inaccuracy in or breach of any Company Fundamental Representation or Seller Fundamental Representation, under the R&W Insurance Policy, subject to the terms and conditions of the R&W Insurance Policy. For the avoidance of doubt, all Losses based on, arising out of, regarding or from any items identified in Section 8.2 (other than Section 8.2(A)) or Section 8.3 (other than Section 8.3(A)) that are not covered under the R&W Insurance Policy, including any inaccuracy in or breach of any Company Fundamental Representation or Seller Fundamental Representation or any willful or intentional misrepresentation or fraud, shall be recoverable as set forth in Section 8.5(C) below. (C) Subject to Section 8.5(B), any amount payable by the Indemnifying Members to Buyer under this Article VIII shall first dollarbe satisfied from the Indemnification Escrow Fund. If the Indemnification Escrow Fund has been exhausted, is unavailable or is insufficient to satisfy in full the amount payable by the Indemnifying Members hereunder, Buyer may recover such amounts directly from the Indemnifying Members, on a joint and several basis, subject to the limitations set forth herein. Subject to Section 8.5(B), any amount payable by any Seller to Buyer under this Article VIII shall first be satisfied from the Indemnification Escrow Fund. If the Indemnification Escrow Fund has been exhausted, is unavailable or is insufficient to satisfy in full the amount payable by such Seller hereunder, Buyer may recover such amounts directly from such Seller, subject to the limitations set forth herein. Any claim under the Indemnification Escrow Fund must be made pursuant to the terms of the Escrow Agreement. (D) The aggregate amount of all Losses for which Seller and SED an Indemnifying Party is liable under this Agreement shall be liable pursuant limited to Section 8.02(athe Purchase Price. (E) Each Indemnified Party must take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss on learning of any event or circumstance reasonably expected to, or causing a Loss, including by using commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements, provided, that such efforts shall not exceed 100% require an Indemnified Party to commence litigation against an insurance provider or other third party. (F) No Losses may be claimed under Section 8.2 or Section 8.3 by any Indemnified Party to the extent such Losses are included in the calculation of the nominal value of any adjustment to 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 Cap2.3. (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 VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 8.02 6.02(a) and Section 8.03 6.03(a) shall be subject to the following limitations: (a) Seller and SED The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a6.02(a) or Section 6.03(a) exceeds $500,000 35,000 (the “BasketDeductible”), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(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 $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which Seller and SED an Indemnifying Party shall be liable pursuant to Section 8.02(a) 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 1007% 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 CapPrice. (c) Notwithstanding Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the foregoingamount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the limitations set forth Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 8.04(a6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and Section 8.04(bcause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not apply to be liable under this ARTICLE VI for any Losses based upon, upon or arising out of, with respect to or by reason of any inaccuracy in or breach of any representation of the representations or warranty warranties of Seller contained in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes this Agreement if Buyer had knowledge of this ARTICLE VIII, any such inaccuracy in or breach of any representation or warranty shall be determined without regard prior to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantythe Closing.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 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 Buyer’s Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 100,000 (the “Basket”"Deductible"), in which event Seller shall only be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) 8.02 shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) $2,000,000 (the “"Cap”"). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the BasketDeductible, in which event Buyer shall only be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.01, Section 3.034.02, Section 3.204.07, Section 3.224.16, Section 3.285.01, Section 4.01 5.02 and Section 4.055.04. (d) For purposes If any Loss is a tax deductible item, the recoverable Loss shall be reduced by an amount equivalent to the Loss multiplied by a relevant corporate tax rate. (e) Seller shall not be liable in respect of any Loss for breach of this ARTICLE VIIIAgreement to the extent any insurance proceeds may be recovered in respect thereof under any policy of insurance held by Buyer or its Affiliates. (f) Subject to Section 6.03, Seller shall not be liable under this Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any representation of the representations or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification warranties of Seller contained in this Agreement if Seller (i) proves that Buyer had knowledge of the inaccuracy or otherwise applicable breach prior the Closing Date, or (ii) is able to such representation persuade the court or warrantyarbitration tribunal (as applicable) that based on the due diligence and other investigations of the Target Business that Buyer has conducted, a reasonable buyer would have had knowledge of the inaccuracy or breach prior the Closing Date.

Certain Limitations. The indemnification provided for in Section 8.02 Sections 9.2, 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 for indemnification under Section 8.02(a9.2(a) or 9.3(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.2(a) or 9.3(a) exceeds $500,000.00 (the “Deductible”), in which event the Sellers shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Buyer may be entitled to indemnification under Section 9.2(a) or 9.3(a), as the case may be, the Sellers shall not be liable for any individual Losses or series of related Losses which do not exceed $10,000.00 (“De Minimis Losses”). The De Minimis Losses shall not be counted toward the Deductible applicable to the Sellers, unless all such De Minimis Losses exceed $50,000.00 in the aggregate, in which case all such De Minimis Losses will be counted toward such Deductible. (b) The aggregate amount of all Losses for which the Sellers shall be liable (i) pursuant to Section 9.2(a) or 9.3(a), as the case may be, shall not exceed $13,000,000.00; and (ii) pursuant to Section 9.2(c) shall not exceed $50,000,000. (c) Notwithstanding the foregoing, the limitations contained in Sections 9.5(a) and 9.5(b) will not limit the Sellers’ obligations to indemnify the Buyer Indemnified Parties in respect of any Losses that any Buyer Indemnified Party may suffer, sustain, or become subject to, as a result of fraud or intentional misrepresentation or with respect to the Excluded Representations; provided, that the aggregate amount of all Losses for which the Sellers shall be liable under this Agreement (other than Losses that any Buyer Indemnified Party may suffer, sustain, or become subject to, as a result of fraud or intentional misrepresentation) shall not exceed the Enterprise Value. (d) No claim for indemnification may be asserted against Sellers under Section 9.2(c), unless written notice of such claim is received by Sellers’ Representative describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date that is five years from the Closing Date, and the failure to assert any such claim prior to the date provided in this Section 9.5(d) shall be deemed a waiver of such claim. (e) Notwithstanding anything to the contrary set forth in Sections 9.2 and 9.3, no Individual Seller will be liable for more than his or her Pro Rata Share of any Losses. (f) The Buyer shall not be liable to the Sellers for indemnification under Section 9.4(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.4(a) exceeds $500,000 (the “Basket”)Deductible, in which event Seller 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 Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% in excess of the nominal value of Deductible. With respect to any claim as to which the Purchase Price set forth in Sellers may be entitled to indemnification under Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”9.4(a). (b) , Buyer and DSS shall not be liable for any De Minimis Losses. The De Minimis Losses of the Buyer shall not be counted toward the Deductible applicable to the Seller Indemnitees for indemnification under Section 8.03(a) until Buyer, unless all such De Minimis Losses exceed $50,000.00 in the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basketaggregate, in which event Buyer shall be required to pay or be liable for case all such De Minimis Losses from the first dollar. will be counted toward such Deductible. (g) The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a9.4(a) shall not exceed $13,000,000.00. The aggregate amount of all Losses for which the Buyer shall be liable under this Agreement for matters other than Section 9.4(a) (other than Losses that any Sellers Indemnified Party may suffer, sustain, or become subject to, as a result of fraud or intentional misrepresentation) shall not exceed the CapEnterprise Value. (ch) Payments by the Sellers pursuant to Section 9.2(a) or 9.3(a) 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 by the Buyer (or any of the Group Companies) in respect of any such claim (net of deductibles or other Losses incurred by such Buyer Indemnified Party as a result of such claim, all direct collection expenses and any increased premium costs). (i) Notwithstanding anything to the foregoingcontrary herein, solely for the purposes of determining Losses, each representation, warranty, covenant and agreement will be deemed made without any qualifications or limitations as to materiality or words of similar import. (j) In no event shall the Sellers be liable to the Buyer for any punitive or special damages or any damages that arise solely from the special circumstances of Buyer that have not been communicated to the Sellers (in each case, other than any such damages paid or payable to a third party). (k) Each 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, including incurring only commercially reasonable costs to remedy the breach that gives rise to such Loss. (l) Notwithstanding anything to the contrary herein, the limitations set forth right of the Buyer Indemnified Parties to indemnification, payment of Losses or other remedies will not be affected in Section 8.04(aany way by any investigation conducted or knowledge (whether actual, constructive or imputed) and Section 8.04(b) shall not apply to Losses based upon, arising out of, acquired at any time by any such party with respect to the accuracy or inaccuracy of or compliance with or performance of, any representation, warranty, covenant, agreement or obligation or by reason the waiver 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 4.05condition. (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 Notwithstanding anything to the contrary in this Agreement, the indemnification provided for in Section 8.02 9.2 and Section 8.03 9.3 shall be subject to the following limitations: (a) If any claim for indemnification by either Party that is subject to indemnification by the other Party under Section 9.2(a) or Section 9.3(a), as applicable, results in aggregate Losses that do not exceed $50,000, then such Losses shall not be deemed Losses under this Agreement and shall not be eligible for indemnification under this Article IX. (b) The Seller and SED 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 $500,000 1,500,000 (the “BasketThreshold Amount”); provided, in which event Seller shall be required to pay or be liable for however, that once the aggregate amount of all such Losses from exceeds the first dollarThreshold Amount, then the Buyer shall have the right to recover all such Losses without regard to the Threshold Amount, subject to the other limitations on recovery and recourse set forth in this Agreement. The aggregate amount of all Losses for which the Seller and SED shall be liable pursuant to Section 8.02(a9.2(a) shall not exceed 10010% of the nominal value of the Base Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (bc) The Buyer and DSS shall not be liable to the Seller 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 BasketThreshold Amount; provided, in which event Buyer shall be required to pay or be liable for however, that once the aggregate amount of all such Losses from exceeds the first dollarThreshold Amount, then the Seller shall have the right to recover all such Losses without regard to the Threshold Amount, subject to the other limitations on recovery and recourse set forth in this Agreement. The aggregate amount of all Losses for which the Buyer shall be liable pursuant to Section 8.03(a9.3(a) shall not exceed the Cap. (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9.4(a), Section 9.4(b) and Section 8.04(b9.4(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 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 4.05Tax Representation. (de) For purposes of this ARTICLE VIIIArticle IX, the amount of any indemnifiable Losses in respect of (but not the inaccuracy in or breach of of) any representation or warranty shall be determined without regard to any materiality, Company Seller Material Adverse Effect, Buyer Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) Under no circumstances shall any Party be entitled to duplicate recovery under this Agreement with respect to (i) any indemnification claim pursuant to this Article IX, even though the facts or series of related facts giving rise to such claim may constitute a breach of more than one representation, warranty or covenant or agreement set forth herein, or in any of the agreements or instruments entered into in connection with the Closing, (ii) any adjustments to the Purchase Price pursuant to Section 2.4 or (iii) any reimbursement or other obligation hereunder. (g) Notwithstanding any other provision in this Agreement, under no circumstances shall (i) the aggregate indemnification to be paid by a Party under this Article IX exceed the Base Purchase Price, except in the case of fraud or willful misconduct or (ii) any insurance proceeds or other payment or monetary recoupment received or that are actually realized or obtained by the Indemnified Party (other than payments received from the Seller pursuant to this Article IX) as a result of the events giving rise to the claim for indemnification be applied toward the Cap or other limitation on aggregate indemnification under this Agreement.

Certain Limitations. The party making a claim under this Article X is referred to as the “Indemnified Party” and the party against whom such claims are asserted under this Article X is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 10.2 and Section 8.03 10.3 shall be subject to the following limitations: (a) Seller and SED The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a10.2(a) or Section 10.3(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a10.2(a) or Section 10.3(a) exceeds $500,000 two percent (2.0)% of the Base Purchase Price (the “BasketDeductible”), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all such Losses from in excess of the first dollar. The Deductible. (b) Subject always to Section 10.4(c), the aggregate amount of all Losses for which Seller and SED an Indemnifying Party shall be liable pursuant to Section 8.02(a10.2(a) or Section 10.3(a), as the case may be, shall not exceed 100% (i) ten percent (10.0%) of the nominal value Base Purchase Price other than with respect to Losses related to any breach of Seller’s Fundamental Warranties, or (ii) fifteen percent (15.0%) of the Base Purchase Price set forth in Section 2.02 (as adjusted pursuant related to Section 2.04) any breach of Seller’s Fundamental Warranties (the “Overall Cap”). (bc) Buyer Payments by an Indemnifying Party pursuant to Section 10.2 or Section 10.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds actually received by the Indemnified Party under applicable non-affiliated insurance policies and DSS any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim, net of any expenses related to the receipt of such proceeds, including retrospective premium adjustments, if any. The parties shall use commercially reasonable efforts to mitigate any Losses arising out of or relating to this Agreement or the transactions contemplated hereby, provided, that an Indemnified Party shall have no obligation to make a claim for recovery against any insurer of such Indemnified Party with respect to any such Losses. (d) Payments by an Indemnifying Party pursuant to Section 10.2 or Section 10.3 in respect of any Loss shall be reduced by an amount equal to any Tax benefit recognized and realized as a result of such Loss by the Indemnified Party (reduced by any tax detriments related to the loss or the right to indemnification) (based solely on the Indemnified Party’s good faith determination and calculation, acting reasonably). (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple 44 except, however, with respect to any of the foregoing paid or owing to a Third Party with respect to a Third Party Claim, which damages shall be considered part of damages and shall be covered by the indemnifications set forth in this Article X. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss for which such Indemnified Party seeks indemnification under this Agreement upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a10.2(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 any Losses based upon, upon or arising out of, with respect to or by reason of any inaccuracy in or breach of any representation of the representations or warranty warranties of Seller contained in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05this Agreement if Buyer had Knowledge of such inaccuracy or breach prior to the Closing. (dh) For purposes No Losses may be claimed under Section 10.2 or Section 10.3 by any Indemnified Party to the extent such Losses are included in the calculation of any adjustment to the Purchase Price pursuant to Article II. (i) ‎ Notwithstanding anything in this Agreement to the contrary, solely for ‎purposes of this ARTICLE VIIIArticle ‎X, any in determining the existence of an inaccuracy in or a breach ‎of any representation, warranty, ‎covenant or agreement and in determining the amount of any representation or warranty ‎Losses, no effect shall be determined without regard given to any materiality, Company Material Adverse Effect ‎qualification as to materiality or other similar qualification contained in or otherwise applicable to such representation or warranty.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 and SED shall not be liable to any Buyer Indemnitee for indemnification under Section 8.02(a) for any claim where the aggregate Losses related to such claim are less than $200,000 unless the claim is part of a series of claims arising from the same facts and circumstances where the aggregate Losses relating to such series of claims are greater than $200,000. Seller shall be liable to Buyer Indemnitees for indemnification under Section 8.02(a) until only to the aggregate amount of all extent that Buyer Indemnitees’ Losses in respect of indemnification under Section 8.02(a) exceeds ), in the aggregate, exceed $500,000 2,000,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The 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 any Seller Indemnitees for indemnification under Section 8.03(a) until for any claim where the aggregate amount Losses related to such claim are less than $200,000 unless the claim is part of all a series of claims arising from the same facts and circumstances where the aggregate Losses in respect relating to such series of claims are greater than $200,000. Buyer shall be liable to Seller Indemnitees for indemnification under Section 8.03(a) exceeds only to the extent that Seller Indemnitees’ Losses under Section 8.03(a), in the aggregate, exceed 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 anything to the foregoingcontrary in this Agreement, other than Section 8.04(d) and except as provided in Section 10.12 (Liquidated Damages), the limitations set forth in maximum amount of indemnifiable Losses which may be recovered by Seller or by Buyer pursuant to this Section 8 shall be an amount equal to 10% of the Final Purchase Price (the “Cap”). (d) The provisions of Section 8.04(a) and ), Section 8.04(b) or Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of upon any inaccuracy in or breach of any representation representation, warranty or warranty covenant in Section 2.01, Section 2.03, Section 2.21, Section 3.01, Section 3.033.02, Section 3.20, 4.16 or Section 3.22, 7 or indemnification under Section 3.28, Section 4.01 8.02(c) and Section 4.05shall not apply to Losses based upon claims of fraud. (de) For purposes of this ARTICLE VIIISection 8, any inaccuracy in or breach of any representation or warranty shall be determined (i) without regard to any materiality, Company Material Adverse Effect Effect, or other similar qualification Knowledge contained in or otherwise applicable to such representation or warrantywarranty and (ii) assuming that each dollar amount set forth in Sections 2.07, 2.11(g), 2.16(a) and 2.20(c) was $0.00.

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

Certain Limitations. The 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 and SED 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), 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) exceeds $500,000 the Threshold Amount (the “BasketDeductible”), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 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 the Minimum Claim Amount (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which Seller and SED an Indemnifying Party shall be liable pursuant to Section 8.02(a) or Section 8.03(a), as the case may be, 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(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 CapPrice. (c) Notwithstanding Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the foregoingamount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the limitations set forth Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 8.04(a8.02 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) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and Section 8.04(bcause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not apply to be liable under this Article VIII for any Losses based upon, upon or arising out of, with respect to or by reason of any inaccuracy in or breach of any representation of the representations or warranty warranties of Seller contained in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes this Agreement if Buyer had knowledge of this ARTICLE VIII, any such inaccuracy in or breach of any representation or warranty shall be determined without regard prior to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantythe Closing.

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

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

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED the Majority Shareholders shall not have no liability pursuant to Section 8.02, and no Losses may be liable to recovered from them, until the claims of the Buyer Indemnitees for indemnification under pursuant to Section 8.02(a) until 8.02 exceed, in the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds aggregate, One Hundred Fifty Thousand Dollars ($500,000 (the “Basket”150,000), in which event Seller and the Majority Shareholders shall be required to pay or be liable for all such Losses from the first dollar. The , subject to Section 8.04(b) and Section 8.04(c). (b) Notwithstanding anything else contained in this Agreement, the aggregate amount of all Losses for which Seller and SED the Majority Shareholders collectively shall be liable pursuant to Section 8.02(a) shall not exceed 100% of Three Million Dollars ($3,000,000) and 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 Seller and the Majority Shareholders collectively shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.02(a) and Section 8.04(b8.02(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 of the Fundamental Representations, the Tax Representations, the covenants of Seller or warranty any of the Majority Shareholders or the fraud or intentional misrepresentation of Seller or any of the Majority Shareholders collectively shall not exceed the Purchase Price. (c) Notwithstanding Section 8.04(b), in no event shall the Majority Shareholders (either individually or in the aggregate) be liable for any Losses under this Agreement in excess of an amount equal to seventy percent (70%) of the Purchase Price, and Buyer shall not be entitled to make any claim against any or all of the Majority Shareholders for Losses in excess of that amount. Further, no Majority Shareholder shall be liable for any breach or non-fulfillment of the covenants set forth in Section 3.01, 6.05 or Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.056.06(d) by another Majority Shareholder. (d) For purposes of this ARTICLE Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The party making a claim under this Article 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 and SED 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) 8.03(a), 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) exceeds $500,000 10,000 (the “Basket”"Deductible"), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all such Losses from in excess of the first dollar. Deductible. (b) The aggregate amount of all Losses for which Seller and SED an Indemnifying 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 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under or Section 8.03(a) until ), as the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basketcase may be, 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 CapPurchase Price. (c) Notwithstanding the foregoing, the limitations set forth Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 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 Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds 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 for any Losses while seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive damages. (e) In determining any indemnification obligation or Losses resulting from the breach of any representation or warranty warranty, all references to "materiality" or "Material Adverse Effect" 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 the subject 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 warrantyignored.

Certain Limitations. The indemnification provided for 15.3.1 Notwithstanding anything to the contrary in Section 8.02 and Section 8.03 this Article 15 or elsewhere in this Agreement, neither party will have any obligation with respect to Liabilities as a result of breaches of representations or warranties hereunder unless (i) the aggregate amount of such Liabilities as a result of breaches of representations or warranties hereunder exceeds or is reasonably expected to exceed $5,000,000, in which case only the excess shall be subject to the following limitations: indemnification under this Article 15 and (aii) Seller and SED shall not be liable written notice of such Liability, in reasonable detail, is delivered to the Buyer Indemnitees other party within eighteen months of the Closing. 15.3.2 In determining the threshold amount identified above, and once the threshold is exceeded, no party shall have any obligation for any individual claim amounting to less than $100,000. 15.3.3 Seller's aggregate liability for indemnification with respect to all claims 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) 15.1.2 shall not exceed 100% $50,000,000. 15.3.4 Except for any action seeking specific performance and/or injunctive relief for the breach of any covenant contained in this Agreement, the indemnification provided an Indemnitee pursuant to this Article 15 shall be such Indemnitee's sole remedy for any breach by the Indemnitor of any representation, warranty or covenant contained in this Agreement, or in any certificate or document (to the extent such certificates or documents relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection with this Agreement, or any claim relating to the subject matter of such representations, warranties or covenants, or otherwise in connection with the consummation of the nominal value transactions provided for hereby. 15.3.5 IN NO EVENT WILL ANY PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR PUNITIVE OR EXEMPLARY DAMAGES OR LOST PROFITS, EXCEPT TO THE EXTENT ASSERTED BY ANY THIRD PARTY. 15.3.6 Neither party (the "DISCLOSING PARTY") shall have any liability to the other party (the "RECEIVING Party") for any breach of the Purchase Price representation or warranty set forth in Section 2.02 this Agreement, including all agreements and documents incorporated herein by reference, if the Receiving Party knew on the Closing Date that such representation or warranty was incorrect, incomplete or otherwise breached (as adjusted pursuant to Section 2.04a "PUTATIVE BREACH") (the “Cap”). (b) Buyer and DSS shall had not be liable disclosed such Putative Breach to the Seller Indemnitees for indemnification under Section 8.03(a) until Disclosing Party in writing prior to the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Closing Date. No such Putative Breach shall be required deemed 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 a breach of any such 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) by the Disclosing Party. For the purposes of this ARTICLE VIIISection 15.3.6, any inaccuracy in or breach of any representation or warranty a party's knowledge shall be determined without regard deemed to any materialitybe Seller's Knowledge or Purchaser's Special Knowledge, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyas applicable.

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

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED shall 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 Notwithstanding anything to the contrary contained herein, 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 Contributors shall not be liable to the Buyer Acquiror Indemnitees for indemnification under Section 8.02(a9.2(a) (other than with respect to a claim for indemnification as a result of any inaccuracy in or breach of Section 3.1 (Organization, Qualification and Subsidiaries), Section 3.2 (Capitalization of the Company), Section 3.3 (Authority), Section 3.12 (Brokers), Section 4.1 (Organization and Qualification), Section 4.2 (Authority), Section 4.4 (Title to the Acquired Interests), and Section 4.6 (Brokers) (collectively, the “Contributor Fundamental Representations”)), until the aggregate amount of all Losses indemnifiable under Section 9.2(a) (other than those with respect to any Contributor Fundamental Representation and other than those excluded pursuant to Section 9.4(b)) exceeds an amount equal to the Deductible, in which event the Acquiror Indemnitees shall only be entitled to recover Losses in excess of such amount, subject to the other limitations set forth herein. (b) Contributors shall not be liable to the Acquiror Indemnitees for indemnification under Section 9.2(a) (other than with respect to a claim for indemnification with respect to or by reason of any Contributor Fundamental Representation) for any particular Loss (including any series of related Losses) indemnifiable pursuant to Section 9.2(a) (other than those with respect to any Contributor Fundamental Representation), unless such Loss (including any series of related Losses) equals or exceeds the Per Claim Deductible, and any Losses (or series of related Losses) that are less than the Per Claim Deductible (other than those with respect to any Contributor Fundamental Representation) shall not be included in the aggregate Losses indemnifiable pursuant to Section 9.2(a), including for purposes of the calculation in Section 9.4(a). (c) Acquiror shall not be liable to the Contributor Indemnitees for indemnification under Section 9.3(a) (other than with respect to a claim for indemnification as a result of any inaccuracy in or breach of any representation and warranty in Section 5.1 (Organization and Qualification), Section 5.2 (Authority), Section 5.4 (Valid Issuance; Listing) and Section 5.9 (Brokers) (collectively, the “Acquiror Fundamental Representations”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.3(a) (other than those with respect to any Acquiror Fundamental Representation and other than those excluded pursuant to Section 9.4(d)) exceeds $500,000 (an amount equal to the “Basket”)Deductible, in which event Seller the Contributor Indemnitees shall only be required entitled to pay or be liable for all recover Losses in excess of such Losses from amount, subject to 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 other limitations set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)herein. (bd) Buyer and DSS Acquiror shall not be liable to the Seller Contributor Indemnitees for indemnification under Section 8.03(a9.3(a) until the aggregate amount of all Losses in (other than with respect of to a claim for indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy Acquiror Fundamental Representation) for any particular Loss (including any series of related Losses) indemnifiable pursuant to Section 9.3(a) (other than those with respect to any Acquiror Fundamental Representation), unless such Loss (including any series of related Losses) equals or exceeds the Per Claim Deductible, and any Losses (or series of related Losses) that are less than the Per Claim Deductible (other than those with respect to any Acquiror Fundamental Representation) shall not be included in or breach the aggregate Losses indemnifiable pursuant to Section 9.3(a), including for purposes of any representation or warranty the calculation in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.059.4(c). (de) The maximum aggregate liability of each Contributor (other than with respect to a claim for indemnification with respect to a breach of a Contributor Fundamental Representation) with respect to Losses indemnifiable pursuant to Section 9.2(a) shall be their respective proportionate share of the Cap; provided, that the maximum aggregate liability of HHI pursuant to this Article 9 shall not exceed sixty-six percent (66%) of the Aggregate Cap and the maximum aggregate liability of ETP Holdco pursuant to this Article 9 shall not exceed thirty-four percent (34%) of the Aggregate Cap. (f) The maximum aggregate liability of Acquiror (other than with respect to a claim for indemnification with respect to a breach of an Acquiror Fundamental Representation) with respect to Losses indemnifiable pursuant to Section 9.3(a) shall be the Cap; provided, that the maximum liability of Acquiror pursuant to this Article 9 shall not exceed the Aggregate Cap. (g) An Indemnifying Party (as defined below) shall be obligated to pay for the same Loss only once under this Article 9 even if a claim for indemnification in respect of such Loss has been made as a result of a breach of more than one representation, warranty, covenant or agreement contained in this Agreement. (h) For purposes of this ARTICLE VIIIArticle 9, any inaccuracy in or breach of any representation or warranty warranty, and any damages 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. (i) Subject to the provisions of this Section 9.4(i) the amount of any and all Losses shall be determined net of (i) any amounts in payment for Losses actually received by any of the Acquiror Indemnitees or Contributor Indemnitees, as applicable, (net of any related costs and expenses incurred in connection therewith, including the direct costs of premiums relating to any such insurance proceeds) under or pursuant to (x) any insurance coverage or storage tank fund and all arrangements set forth on Schedule 3.10 or Schedule 5.8 and (y) any other indemnity or reimbursement arrangement or Contract, or from other collateral sources (collectively, “Alternative Arrangements”), and (ii) any Tax benefits arising from the incurrence or payment of the underlying obligations relating to such Losses actually realized for the year of such incurrence or payment. The Acquiror Indemnitees shall use commercially reasonable efforts to collect all amounts available and recoverable under any Alternative Arrangements and Contributors shall provide reasonable cooperation to the Acquiror Indemnitees undertaking such efforts, including by providing reasonable access to any documents, reports, data or other information in the possession of Contributors required by the Acquiror Indemnitees or any Alternative Arrangements; provided, however, that, (A) in no event shall the expenditure of such efforts require the Acquiror Indemnitees to expend any such efforts prior to submitting a claim for indemnification under this Agreement, (B) nothing provided herein shall require any Acquiror Indemnitee to avail itself of any available policies of self-insurance other than any Alternative Arrangements, and (C) if Acquiror seeks indemnification from Contributor, Acquiror shall provide Contributors with documents and information directly related to such efforts and recovery, as reasonably requested by Contributors. For the avoidance of doubt, Contributors shall not be liable for any Losses related to any breach of the representations and warranties set forth in Section 3.10 (Environmental Matters) unless and until the Acquiror Indemnitees have exhausted their remedies under all Alternative Arrangements reasonably available to such Acquiror Indemnitees, and thereafter, Contributors shall only be responsible for the portion of any Losses that is not satisfied or covered by any reasonably available Alternative Arrangements (net of any related costs and expenses incurred in connection therewith, including the direct costs of premiums relating to any insurance proceeds) after satisfaction or payment of any deductible or retention thereunder; provided, however, that, in no event, shall the exhaustion of such remedies require the Acquiror Indemnitees to exhaust any such remedies prior to submitting a claim for indemnification under this Agreement. For purposes hereof, Acquiror shall have satisfied the “exhaustion of remedies” of Alternative Arrangements as long as Acquiror has commenced a Proceeding in pursuit of the Alternative Arrangements and Acquiror prosecutes such Proceeding in good faith in an attempt to avail itself of the Alternative Arrangements; provided, however, that “exhaustion of remedies” shall not require Acquiror to pursue or appeal any decision issued in connection with any Proceeding. (j) In any case where a Acquiror Indemnitee, directly or indirectly through the Company, recovers, under any Alternative Arrangements, any amount in respect of a matter for which such Acquiror Indemnitee was, prior to such recovery, indemnified pursuant to Section 9.2, such Acquiror Indemnitee, or, if applicable, the Company, shall promptly pay over to each Contributor any amount so recovered from such Contributor (after deducting therefrom the amount of the expenses incurred by such Acquiror Indemnitee in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by such Contributor to or on behalf of such Acquiror Indemnitee in respect of such matter and (ii) any amount actually expended by such Contributor in pursuing or defending any claim arising out of such matter that is indemnifiable as a Loss hereunder. (k) (i) The Acquiror Indemnitees shall not be entitled to indemnification pursuant to Section 9.2 for any Loss to the extent that such Loss is reflected as a liability on the Latest Company Balance Sheet or reflected in the footnotes to the Company Financial Statements and (ii) the Contributor Indemnitees shall not be entitled to indemnification pursuant to Section 9.3 for any Loss to the extent that such Loss is reflected as a liability on the Latest Acquiror Balance Sheet or reflected in the financial statements of Acquiror included in the Acquiror SEC Documents, in each case of clauses (i) and (ii), only to the extent that amounts associated with such Loss are included therein. (l) Notwithstanding anything to the contrary herein, Contributors shall not be obligated to indemnify the Acquiror Indemnitees for any Loss with respect to any environmental matter or condition, including for any inaccuracy or breach of the representations and warranties in Section 3.10 (Environmental Matters), that is discovered or detected by any sampling, investigation, analysis or reporting unless: (i) such sampling, investigating, analysis or reporting is affirmatively required by Environmental Laws or by a Governmental Entity; (ii) such sampling, investigation, analysis or reporting is necessary to conduct in defense of a Third Party Claim (as defined below) against Acquiror Indemnitees alleging that Hazardous Substances have migrated off of any Company Owned Real Property or Company Leased Real Property; or (iii) such sampling, investigation, analysis or reporting is conducted in connection with the bona fide construction or expansion of improvements by any Acquiror Indemnitee at any Company Real Property undertaken in the ordinary course of business, and in such case only to the extent such sampling, investigation, analysis or reporting is consistent with industry practice. Any indemnification of any of the Acquiror Indemnitees with respect to any remediation, removal or cleanup, including any investigation, monitoring, or remedial obligations, shall be limited to such cost effective action that is required by Environmental Laws or by a Governmental Entity to attain compliance with minimum applicable remedial standards for continued use of the relevant property or facility as a gasoline fueling and service station and/or convenience store with gasoline fueling operations, employing, if appropriate, available or acceptable, permissible risk-based remedial standards and reasonable deed or use restrictions and institutional controls.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 following provisions shall be subject to apply solely upon the following limitationsoccurrence of the Springing Indemnity Condition: (a) Seller and SED Cabot Parent shall not be liable to the Buyer Columbus Indemnitees for indemnification under Section 8.02(a7.2(a) until the aggregate amount of all indemnifiable Losses in respect of indemnification under Section 8.02(a7.2(a) exceeds $500,000 250 million (two hundred fifty million) (the “BasketDeductible”), in which event Seller Cabot Parent shall be required to pay or and be liable for all such Losses from solely to the first dollarextent they exceed the Deductible. The aggregate amount of all Losses for which Seller and SED Cabot Parent shall be liable pursuant to Section 8.02(a7.2(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) $1 billion (the “Cap”). (b) Buyer and DSS Columbus Holdings shall not be liable to the Seller Cabot Parent Indemnitees for indemnification under Section 8.03(a7.3(a) until the aggregate amount of all indemnifiable Losses in respect of indemnification under Section 8.03(a7.3(a) exceeds the BasketDeductible, in which event Buyer Columbus Holdings shall be required to pay or and be liable for all such Losses from solely to the first dollarextent they exceed the Deductible. The aggregate amount of all Losses for which Buyer Columbus Holdings shall be liable pursuant to Section 8.03(a7.3(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the foregoing limitations set forth in this Section 8.04(a) and Section 8.04(b) 7.4 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 the Cabot 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 4.05the Columbus Fundamental Representations. (d) For purposes of this ARTICLE VIIIArticle VII, any inaccuracy in or breach of any representation or warranty shall be determined without regard giving effect to any materiality, Company “Cabot Material Adverse Effect Effect”, “material” or other similar qualification materiality qualification, limitation or exception contained therein, in each case, except for any such qualifications and exceptions (i) used to qualify a set of materials made available or a list of items or (ii) contained in or otherwise applicable to such representation or warrantySection 3.7 and Section 4.8.

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 Notwithstanding anything set forth herein to the contrary (but expressly subject to the following limitations:Section 10.07): (a) Seller and SED Except with respect to any Losses resulting from any breach of any Company Fundamental Representations or Section 5.09 (Solvency), the SFC Equityholders shall not be liable to the Buyer Indemnitees for indemnification any NAVR Indemnified Party under Section 8.02(a) until 10.02(a)(i), unless the aggregate amount of all Losses in incurred by the NAVR Indemnified Parties with respect of to which indemnification is to be provided under Section 8.02(a10.02(a)(i) exceeds exceed Two Hundred Fifty Thousand and 00/100 Dollars ($500,000 250,000.00) (the “BasketThreshold”), in which event Seller case the SFC Equityholders shall be required liable to pay or be liable NAVR Indemnified Parties under Section 10.02(a)(i) for the amount of 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”)dollar thereof. (b) Buyer and DSS Except with respect to any Losses resulting from any breach of any NAVR Fundamental Representations or Section 5.09 (Solvency), neither Parent nor Merger Sub/Surviving Corporation shall not be liable to the Seller Indemnitees for indemnification any SFC Indemnified Party under Section 8.03(aSections 10.03(i) until and 10.03(iii), unless the aggregate amount of all Losses in incurred by the SFC Indemnified Parties with respect of to which indemnification is to be provided under Section 8.03(aSections 10.03(i) exceeds and 10.03(iii) exceed the BasketThreshold, in which event Buyer case the Parent and Merger Sub/Surviving Corporation shall be required liable to pay or be liable SFC Indemnified Parties under Sections 10.03(i) and 10.03(iii) for the amount of all such Losses from the first dollar. dollar thereof. (c) Except with respect to any Losses resulting from the breach of any Company Fundamental Representations: (i) The aggregate amount required to be paid to the NAVR Indemnified Parties by the SFC Equityholders, collectively, under Section 10.02(a)(i), with respect any Losses resulting from breaches of all the representations and warranties other than the IP Representations (the “Non-IP Representations”) shall not exceed an amount equal to Ten Million and 00/100 Dollars ($10,000,000.00) (the “Indemnification Cap”); and (ii) The aggregate amount required to be paid to the NAVR Indemnified Parties by the SFC Equityholders, collectively, under Section 10.02(a)(i), with respect to any Losses for which Buyer resulting from the breaches of the Non-IP Representations and the IP Representations, collectively, shall not exceed an amount equal to Twenty Million and 00/100 Dollars ($20,000,000.00). (d) Except with respect to any Losses resulting from the breach of any NAVR Fundamental Representations, the aggregate amount required to be liable pursuant paid to the SFC Indemnified Parties by Parent and Merger Sub/Surviving Corporation, collectively, under Section 8.03(a10.03(i) shall not exceed the Indemnification Cap. (ce) Notwithstanding anything to the foregoingcontrary, the limitations set forth in aggregate amount required to be paid to the NAVR Indemnified Parties by any SFC Equityholder under Section 8.04(a) and Section 8.04(b) 10.02 shall not apply exceed an amount equal to Losses based uponthe sum of (i) the cash consideration (including the Aggregate Cash Closing Consideration and the Earn Out Amounts, arising out ofif any) received by SFC Equityholder pursuant to Article II, with plus (ii) the aggregate cash proceeds received by such SFC Equityholder in respect to or by reason of any inaccuracy Parent Common Stock received by such SFC Equityholder pursuant to Article II and subsequently sold by such SFC Equityholder, plus (iii) the aggregate Average Parent Stock Price (calculated as of the date that it is finally determined, in or breach accordance with this Article X, that such SFC Equityholder is required to indemnify the applicable NAVR Indemnified Party(ies) pursuant to Section 10.02) of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 shares of Parent Common Stock received by such SFC Equityholder pursuant to Article II and Section 4.05then held by such SFC Equityholder. (df) For purposes Notwithstanding anything to the contrary, the aggregate amount required to be paid to the SFC Indemnified Parties, individually or collectively, by Parent or the Surviving Corporation, if any, under Section 10.03 shall not exceed an amount equal to the sum of this ARTICLE VIII(i) the cash consideration (including the Aggregate Cash Closing Consideration and the Earn Out Amounts, any inaccuracy if any) paid or required to be paid to the SFC Equityholders pursuant to Article II, plus (ii) the aggregate cash proceeds received by the SFC Equityholders in or breach respect of any representation Parent Common Stock received by such SFC Equityholders pursuant to Article II and subsequently sold by such SFC Equityholders, plus (iii) the aggregate Average Parent Stock Price (calculated as of the date that it is finally determined, in accordance with this Article X, that Parent and/or the Surviving Corporation, as applicable, required to indemnify the applicable SFC Indemnified Party(ies) pursuant to Section 10.03) of any shares of Parent Common Stock received by such SFC Equityholders pursuant to Article II and then held by such SFC Equityholders or warranty shall required to be determined without regard delivered to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable the SFC Equityholders pursuant to such representation or warrantyArticle II and not so delivered.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 this Article XI shall be subject to the following limitations: (a) Seller and SED Neither PCF nor Parent shall not be liable to the Buyer Parent Indemnitees or the PCF Indemnitees, as the case may be, for indemnification under Section 8.02(aSections 11.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(aand 11.02(b) exceeds $500,000 (the “Basket”or Sections 11.03(a) and 11.03(b), in which event Seller shall be required as applicable, (other than with respect 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 Fundamental Representation, any breach or warranty non-fulfillment of any Other Covenant or fraud or willful misconduct on the part of any Party in Section 3.01connection with the transactions contemplated by this Agreement) until the aggregate amount of all Losses in respect of indemnification under Sections 11.02(a) and 11.02(b), Section 3.03in each case, Section 3.20to which the Deductible applies, Section 3.22or Sections 11.03(a) and 11.03(b), Section 3.28in each case, Section 4.01 and Section 4.05to which the Deductible applies, as applicable, exceeds $312,500 (the “Deductible”), in which event the Indemnifying Party shall be required to pay or be liable for all such Losses in excess of the Deductible. (db) Notwithstanding anything to the contrary in this Agreement, the total payments made by PCF or Parent with respect to Losses pursuant to Sections 11.02(a) and 11.02(b) or Sections 11.03(a) and 11.03(b), as applicable, shall not exceed $9,375,000 (the “Indemnifiable Loss Limit”), except that the Indemnifiable Loss Limit shall not apply with respect to any Losses relating to or arising under or in connection with the Fundamental Representations, any breach or non-fulfillment of any Other Covenant or from fraud or willful misconduct on the part of any Party in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall the maximum liability of PCF under this Agreement (including pursuant to Article VIII and this Article XI) exceed the Share Consideration or the amounts paid to PCF under the Convertible Note (including any Common Shares of Parent issued to PCF pursuant to the Convertible Note). (c) For purposes of this ARTICLE VIII, determining the calculation of the amount of any inaccuracy in or Losses incurred with respect to any breach of any representation representation, warranty, covenant or warranty shall be determined without regard to agreement for purposes of this Article XI (but not for the purpose of determining whether an inaccuracy or breach has occurred), any materiality, Company Material Adverse Effect, Parent Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation representation, warranty, covenant or warrantyagreement shall be disregarded. (d) For purposes of determining PCF’s or Parent’s liability under this Article XI for any Losses, appropriate reductions shall be made to reflect the following: (i) the amount of any insurance proceeds pursuant to any insurance policy received or receivable by any Parent Indemnitee or PCF Indemnitee, as applicable, in respect of such Losses; and (ii) the amount of any other third party recoveries received or receivable by any Parent Indemnitee or PCF Indemnitee, as applicable, in respect of such Losses. If an indemnification payment is received by any Parent Indemnitee or PCF Indemnitee, and such Parent Indemnitee or PCF Indemnitee, as applicable, later receives insurance proceeds or other third party recoveries in respect of the related Losses that were not previously credited against such indemnification payment when made, such Parent Indemnitee or PCF Indemnitee, as applicable, shall promptly pay to PCF or Parent, as applicable, a sum equal to the lesser of (x) the actual amount of such insurance proceeds (after giving effect to any deductible) and other third party recoveries with respect to such Losses or (y) the actual amount of the indemnification payment previously paid by PCF or Parent, as applicable, with respect to such Losses. Each Parent Indemnitee shall, in good faith, use its commercially reasonable efforts to collect amounts available under insurance coverages and promptly and diligently pursue third party claims relating to any Losses for which it is seeking indemnification. (e) Neither PCF nor Parent shall have any liability under this Agreement in respect of any Loss if such Loss would not have arisen but for (i) a change in legislation or accounting policies made after the Closing, or (ii) a change in any Law after the Closing or a change in the interpretation of any Law after the Closing as determined by a Governmental Authority. (f) Notwithstanding anything to the contrary in this Agreement, in no event shall PCF have any obligation to indemnify or hold harmless any of the Parent Indemnitees for any Losses based upon, arising out of, with respect to or by reason of any fact, circumstance, occurrence, act or omission which occurred or existed at any time on or prior to March 31, 2014; provided, that the foregoing limitation shall not apply to any Losses for which the Parent Indemnitees would otherwise be entitled to be indemnified for by reason of any inaccuracy in or breach of the representations and warranties of the Company set forth in Section 4.01. (g) Notwithstanding anything herein to the contrary in this Agreement, no Party shall have any liability under this Agreement (including Article VIII and this Article XI) for, and Losses shall not include, any punitive, incidental, consequential, special or indirect damages or any damages based on or measured by lost profits, loss or diminution in value or a multiple of earnings. (h) In the event that Parent is entitled to indemnification pursuant to Section 11.02(a) by reason of the fact that any portion of the Specified Receivables is not collected within one hundred twenty (120) days after the date of this Agreement, then Parent shall, and shall cause the Surviving Corporation to, promptly assign to PCF all right, title and interest in, to and under the portion of the Specified Receivables that was not collected within one hundred twenty (120) days after the date of this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be is subject to the following limitations: (a) Seller and SED shall A Securityholder will 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) equals or exceeds $500,000 250,000 (the “Basket”"Deductible"), in which event Seller and once this threshold is met, then only for amounts above the Deductible, up to the Cap; provided, however, that the Deductible shall be required not apply with respect to pay any breach of any Company Fundamental Representation, any claims made pursuant to Sections 3.10 or be liable 3.15, or any claim for all such Losses from the first dollar. Fraud. (b) The aggregate amount of all Losses for which Seller and SED shall the Securityholders will be liable pursuant to Section 8.02(a8.02, will not exceed an amount equivalent to the Value of the Retained Parent Common Shares on the Release Date plus any other amounts held in the Indemnification Account from time to time (the "Cap") and, with respect to Section 8.02, shall be solely and exclusively recoverable from the Retained Parent Common Shares plus any other amounts held in the Indemnification Account from time to time; provided, however, that the foregoing provision shall not exceed 100% apply with respect to payments required to be made by the Securityholders pursuant to any breach of the nominal value representations made in Sections 3.04 and 3.05, and with respect to breach of any post-closing covenants that are to be performed after the Purchase Price set forth Release Date, for which the cap will be the Closing Consideration actually received by the Securityholders plus the Retained Common Shares (including any other amounts held in Section 2.02 (as adjusted pursuant the Indemnification Account from time to Section 2.04time) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until extent such Losses exceed the aggregate amount of all Losses Retained Parent Common Shares and any other amounts available in respect of indemnification under Section 8.03(a) exceeds the BasketIndemnification Account at such time, the excess amount will be recoverable in which event Buyer shall be required to pay or be liable for all such Losses cash 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 CapSecurityholders. (c) Notwithstanding The amount of any Loss for which indemnification is available to any Parent Indemnitee under this Article VIII shall be calculated after giving effect to, and to the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out extent of, any such amounts (i) actually recovered by such Party (A) under any insurance policies with respect to such Loss or by reason (B) from third parties, in each case, net of any inaccuracy cost and expenses incurred by such Parent Indemnitee in procuring such recovery (including any retention or breach deductible with respect to insurance policies, and (ii) specifically taken into account as a deduction to the Closing Consideration in the reconciliation of any representation working capital. The Parent Indemnitees shall use their commercially reasonable efforts to recover under available insurance policies or warranty in Section 3.01indemnity, 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 contribution or other similar qualification contained in or otherwise applicable to agreements for any Losses, but any such representation or warrantyefforts shall not be a condition of seeking indemnification under this Agreement.

Certain Limitations. The Notwithstanding anything to the contrary contained herein, the indemnification provided for in Section 8.02 Sections 11.2, 11.3 and Section 8.03 11.4 shall be subject to the following limitations: (aA) References to the limitations on and the liability of any Seller shall include any Affiliate of such Seller which might have any liability with respect to such Seller’s representations, warranties, covenants and SED other agreements. (B) Sellers shall not be liable to the Buyer Indemnitees for indemnification under any Losses pursuant to Section 8.02(a11.2(A) until unless the aggregate amount of all Losses Sellers’ liability in respect of indemnification under Section 8.02(a) all claims made by the Buyer Indemnitees in respect of all related matters exceeds $US$500,000 (the “BasketDeductible”), in which event Seller and only to the extent of such excess; provided, however, that the Deductible shall be required not apply to pay the breach of any Fundamental Representation made by the Company or be liable for all such Losses from the first dollar. breach of Section 8.4(J). (C) The maximum aggregate amount liability of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(aOronite: (1) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted Oronite Indemnification Escrow Amount for any and all Losses indemnifiable by Oronite pursuant to Section 2.0411.2 (and the Oronite Indemnification Escrow Amount shall be the sole and exclusive remedy for any such Losses); provided, however, that this Section 11.5(C)(1) shall not apply to the breach of any Fundamental Representation made by the Company or the breach of Section 8.4(J); and (2) shall not exceed the Oronite Percentage of the Total Purchase Price for any and all Losses indemnifiable by Oronite pursuant to Section 11.2 or Section 11.3. (D) The maximum aggregate liability of the Local Sellers: (1) shall not exceed the Local Sellers’ Indemnification Escrow Amount for any and all Losses indemnifiable by the Local Sellers pursuant to Section 11.2 (and the Local Sellers’ Indemnification Escrow Amount shall be the sole and exclusive remedy for any such Losses); provided, however, that this Section 11.5(D)(1) shall not apply to the breach of any Fundamental Representation made by the Company or the breach of Section 8.4(J); and (2) the maximum liability of each Local Seller shall not exceed its Combined Pro Rata Share of the Total Purchase Price for any and all Losses indemnifiable by such Local Seller pursuant to Section 11.2 or Section 11.3. (E) In respect of any liability which is contingent, no Seller shall have any liability unless and until such liability becomes an actual liability and is due and payable. This provision shall not operate to avoid an indemnification claim made in respect of a contingent liability or not capable of being quantified within the time limits specified in Section 11.1. (F) The amount of any and all Losses payable to any Buyer Indemnitee shall be determined net of any amounts or Losses actually received by any of the Buyer Indemnitees (net of any related costs and expenses incurred in connection therewith, including the direct costs of insurance premiums and deductibles or self-insured retentions relating to any such insurance proceeds) under or pursuant to any insurance coverage (collectively, “CapAlternative Arrangements”). (bG) The Buyer Indemnitees shall use commercially reasonable efforts to collect all amounts available and DSS recoverable under any Alternative Arrangements and Sellers shall provide reasonable cooperation to the Buyer Indemnitees undertaking such efforts, including by providing reasonable access to any documents, reports, data or other information in the possession of Sellers required by the Buyer Indemnitees or any Alternative Arrangements. (H) If any Seller or any Affiliate of such Seller makes or is required to make any payment pursuant to an indemnification claim and a Buyer Indemnitee has received or at any time thereafter receives any benefit (whether by way of payment, discount, credit or otherwise) otherwise than from such Seller or Affiliate which would not have been received but for the circumstance giving rise to the indemnification claim in respect of which such payment was made, then, as the case may be, the benefit received shall be set off against any such payment or, where the corresponding payment has already been paid to a Buyer Indemnitee, such Buyer Indemnitee shall, once it has received such benefit, forthwith repay to such Seller an amount equal to the lower of the amount of such benefit and such payment. (I) The Buyer Indemnitees shall not be liable entitled to indemnification pursuant to Section 11.2 for any Loss to the Seller Indemnitees for indemnification under extent that such Loss was taken into account in the determination of the Final Closing Payment pursuant to Section 8.03(a2.3, only to the extent that amounts associated with such Loss are included therein. (J) 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 No Party 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 11 for any Loss based upon, upon or arising out of, with respect to or by reason of any inaccuracy in or breach of any representation of the representations or warranty warranties contained in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05this Agreement if the Person seeking indemnification for such Loss had actual knowledge of such inaccuracy or breach prior to the Effective Date. (dK) For purposes The Buyer Indemnitees shall take all reasonable steps to avoid, minimize or mitigate any Losses 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. (L) The Buyer Indemnitees shall not be entitled to make a claim for Losses in any of the following circumstances: (1) To the extent that any such Losses arise as a result of any change in, or in the judicial interpretation of, applicable Law or an enactment or repeal of legislation or regulation, taking effect after the Effective Date or the withdrawal of any extra statutory concessions previously made (whether or not the change proposes to be effective retrospectively in whole or in part) or the act of any Governmental Entity. (2) To the extent that any such Losses arise as a result of a circumstance which arose with the written consent of Buyer or Buyer Guarantor or due to any act or omission by Buyer or Buyer Guarantor. (3) To the extent that any such Losses have already been recovered by any Buyer Indemnitee under any other term of this ARTICLE VIII, Agreement or any inaccuracy other document referred to in or breach this Agreement. (4) In respect of any representation matter with which the Company or warranty shall be determined without regard any Seller is required to comply pursuant to any materialityAsset Document. (5) In respect of any matter that would not have arisen but for a change in accounting legislation, MFRS, or any policy or practice of any Buyer Indemnitee or the Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyafter Closing.

Certain Limitations. The party making a claim under this Section 7 is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this Section 7 is referred to as the “Indemnifying Party.” The indemnification provided for in Section 8.02 7.2 and Section 8.03 shall be 7.3 are subject to the following limitations: (a) Seller and SED The Sellers shall not be liable to the Buyer Purchaser Indemnitees for indemnification under Section 8.02(a7.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.2(a) exceeds $500,000 200,000 (the “Basket”), in which event Seller the Sellers shall be required to pay or be liable for all such Losses; provided, however, that no individual basis of a claim for Losses from of less than $5,000 shall be included in, or otherwise aggregated in the first dollar. The aggregate amount calculation of all Losses for which Seller and SED the purposes of the Basket; provided further, that for the avoidance of doubt, multiple claims that share a similar or common basis shall be liable pursuant not be subject to Section 8.02(a) shall not exceed 100% the foregoing exclusion. Notwithstanding any provision of this Agreement to the contrary, none of the nominal value of the Purchase Price limitations set forth in this Section 2.02 (as adjusted pursuant 7.4(a), including but not limited to Section 2.04) (the “Cap”)Basket, shall apply to breaches of Fundamental Representations, Fraud or intentional misrepresentation. (b) Buyer and DSS Purchaser shall not be liable to the Seller 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; provided that, in the Basket shall not apply to breaches of Fundamental Representations, Fraud or intentional misrepresentation. (c) The aggregate amount of all Losses for which event Buyer any Indemnifying Party shall be required liable pursuant to pay Section 7.2(a) or be liable for all such Losses from Section 7.3(a) shall not exceed in the first dollaraggregate, an amount equal to twelve percent (12%) of the Purchase Price plus any Earn-out Payment(s) (the “Cap”); provided that the Cap shall not apply to breaches of Fundamental Representations, Fraud or intentional misrepresentation. The aggregate amount of all Losses for which Buyer an Indemnifying Party shall be liable pursuant to Section 8.03(a7.2(b), Section 7.2(c), Section 7.2(d) or Section 7.3(b) shall not exceed be limited to the Cap. (caggregate amount of the Purchase Price plus any Earn-out Payment(s) Notwithstanding received by the foregoingSellers; provided, the limitations set forth in Section 8.04(a) and Section 8.04(b) however, such limitation shall not apply to Losses based uponany instances of Fraud, arising out ofintentional misrepresentation, 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 4.05willful misconduct. (d) For purposes The representations, warranties and covenants of this ARTICLE VIIIthe Indemnifying Party, any inaccuracy in and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or breach deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its representatives) or by reason of the fact that the Indemnified Party or any of its representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in this Agreement, as the case may be. (e) No Indemnified Party may claim or be indemnified for any Losses under this Section 7 to the extent such Losses are included in the calculation of any adjustment to the Purchase Price under Section 1.3. (f) Each Indemnified Party shall take reasonable steps to mitigate any Losses after acquiring actual knowledge of any breach that gives rise to such Losses. (g) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Losses shall be determined without regard to net of any materialityinsurance proceeds or third party indemnity or contribution payments actually received by the Indemnified Party in respect of such Losses less any deductibles, Company Material Adverse Effect costs and expenses incurred in connection with making any claim or pursuing or obtaining such insurance proceeds or third party indemnity or contribution payments, and related increases in insurance premiums or other similar qualification contained in chargebacks; notwithstanding anything to the contrary herein, no Indemnified Party has any obligation to seek to recover any insurance proceeds or otherwise applicable third party indemnity or contribution payments or to such representation pursue or warrantyobtain any insurance claims or third party indemnity or contribution payments.

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

Certain Limitations. The indemnification provided for in Section 8.02 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”), 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”). (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 party making a claim under this Article VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) Seller and SED The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a7.02(a) until or Section 7.03(a), as the case may be, only to the extent the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(a) or Section 7.03(a) exceeds $500,000 2,800,000 (the “Basket”), in which event Seller event, the Indemnifying Party shall only be required to pay or be liable for all such Losses from that, in 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% aggregate, are 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 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 An Indemnifying Party’s obligations pursuant to Section 8.03(a7.02(a) or Section 7.03(a), as the case may be, with respect to any Losses shall not exceed, in the aggregate, $46,875,000. An Indemnifying Party’s obligations pursuant to Section 7.02 or Section 7.03, as the case may be, with respect to any Losses shall not exceed, in the aggregate, the Aggregate Purchase Price. The limitations described in this Section 7.04(b) shall not exceed apply in the Capcase of fraud or intentional misrepresentation. (c) Notwithstanding the foregoing, the limitations set forth Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 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 Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity or contribution payment received by the Indemnified Party (or an Affiliate of such Indemnified Party) that is directly related to any such claim (net of any deductible, costs of the Indemnified Party to collect such payments proceeds and any increase in insurance premiums arising directly from such claim). The Indemnified Party shall use commercially reasonable best efforts to recover under insurance policies for any Losses for which it is seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, consequential (except to the extent such damages are reasonably foreseeable from the event causing the indemnifiable damages hereunder) or special damages, except to the extent paid to a third party in connection with a Third-Party Claim. (e) For the purposes of this Article VII, in determining the amount of Losses arising from or relating to any breach of or inaccuracy in or breach of any representation or warranty in Section 3.01this Agreement or any Sub-Agreement (but not for purposes of determining whether such a breach or inaccuracy occurred), Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 all materiality and Section 4.05Material Adverse Effect qualifiers will be ignored and each such representation and warranty will be read and interpreted without regard to such qualifier. (df) For purposes of In addition to the other limitations contained in this ARTICLE VIIISection 7.04, any inaccuracy Buyer shall act in or breach of any representation or warranty shall be determined without regard a commercially reasonable manner with respect to any materiality, environmental matter for which the Company Material Adverse Effect or other similar qualification contained in or otherwise applicable any Company Group Party is obligated to indemnify Buyer Indemnitees and shall respond to such representation or warrantymatters as though they were not subject to indemnification under Section 7.02.

Certain Limitations. The indemnification provided for Anything in Section 8.02 and Section 8.03 this Article 10 to the contrary notwithstanding: (i) Except in the case of fraud, no Losses shall be recoverable by the Buyer Indemnified Persons pursuant to the provisions of Section 10.1(b) or the Seller Indemnified Persons pursuant to the provisions of Section 10.1(c), as the case may be (other than claims related to Sections 5.1, 5.4, 5.9, 5.24, 6.1, 6.5, 7.1, 7.2 and 7.6), from the respective other Party hereunder for any Losses unless and until the total of all Losses indemnifiable exceeds $225,000, (in which case the Buyer Indemnified Person or the Seller Indemnified Person, as applicable, shall be entitled to seek compensation for all such Losses, subject to the following limitations:other clauses of this Section 10.1(d)); (aii) Seller except as set forth in Sections 10.1(d)(iii) and SED 10.1(d)(iv) and except in the case of fraud, no Losses shall not be liable recoverable by the Buyer Indemnified Persons pursuant to the Buyer Indemnitees for indemnification under provisions of Section 8.02(a10.1(b) until in excess of an amount equal to the aggregate amount Escrow Deposit; (iii) except in the case of all fraud, no Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required recoverable by the Buyer Indemnified Persons pursuant to pay the provisions of Section 10.1(b) arising out of or be liable for all such due to any breaches of representations and warranties set forth in Sections 5.3, 5.8, 5.11 and or 5.12 in excess of an amount equal to thirty-five percent (35%) of the Merger Consideration (inclusive of the Escrow Deposit); (iv) no Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable recoverable by the Buyer Indemnified Persons pursuant to the provisions of Section 8.02(a10.1(b) shall not exceed 100% arising out of the nominal value or due to any breaches of the Purchase Price representations and warranties set forth in Section 2.02 5.9 or any claim based on fraud in excess of the Total Indemnifying Stockholder Merger Consideration; (as adjusted v) further and for the avoidance of doubt, the indemnification obligation of each Indemnifying Stockholder shall in no event exceed the portion of the Total Indemnifying Stockholder Merger Consideration actually paid to such Indemnifying Stockholder pursuant to Section 2.04) (the “Cap”).this Agreement; and (bvi) none of the Buyer and DSS shall not be liable to Indemnified Persons or 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 Indemnified Persons shall be required entitled to pay or be liable for all such Losses recover from the first dollar. The aggregate amount of all Losses respective other Party hereunder for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Capsame Loss more than once. (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 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) Seller and SED the Principals 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 80,000.00 (the “Basket”), in which event Seller and the Principals shall be required to pay or be liable for such Losses from the first dollar. (b) The Buyer Parties shall not be liable to the Seller 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 the Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. . (c) The aggregate amount of all Losses for which Seller and SED an Indemnifying Party (as defined below) shall be liable pursuant after giving effect to Section 8.02(a8.4(a) shall not exceed 100% of or Section 8.4(b), as 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 Basketcase may be, 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 CapPurchase Price. (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.4(a), Section 8.4(b) and Section 8.04(b8.4(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of intentional fraud or any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05Fundamental Representation. (de) Payments by an Indemnifying Party pursuant to Section 8.2 or Section 8.3 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. (f) 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. (g) Neither the Seller nor the Principals shall be liable to any Buyer Party for any claim for loss or damage in respect of a warranty which is recoverable by the Buyer Parties or any Affiliate of the Buyer, under a policy of insurance.

Certain Limitations. The party making a claim under this Article X is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this Article X is referred to as the “Indemnifying Party.” The indemnification provided for in Section 8.02 10.2 and Section 8.03 10.3 shall be subject to the following limitations: (a) Seller and SED The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a10.2(a) or Section 10.3(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a10.2(a) or Section 10.3(a), as the case may be, exceeds Four Hundred Thirty Thousand and No/100 Dollars ($500,000 430,000) (the “Basket”), in which event Seller the Indemnifying Party shall be required to pay or be liable for all such Losses from the first dollar; provided, however, that the Basket shall not apply to (i) claims in respect of any Fundamental Representation, and (ii) any claims arising out of fraud, intentional misrepresentation or willful misconduct. The With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 10.2(a) or Section 10.3(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 Forty Three Thousand and No/100 Dollars ($43,000) (which Losses shall not be counted toward the Basket). (b) Except as described in the following sentence, the aggregate amount of all Losses for which Seller and SED an Indemnifying Party shall be liable pursuant to Section 8.02(a10.2(a) or Section 10.3(a), as the case may be, shall not exceed 100% Six Million Four Hundred Fifty Thousand and No/100 Dollars ($6,450,000). With respect to any other claims under this Article X, including claims in respect of any Fundamental Representation, and any claims arising out of fraud, intentional misrepresentation or willful misconduct, Buyer’s claims shall be limited to the amount 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 aggregate consideration paid or payable 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 Capthis Agreement. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) Buyer shall not apply be entitled to Losses based upon, arising out of, make any claim for indemnification 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 4.05matter to the extent the Final Purchase Price has been adjusted to reflect such matter. (d) For 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. (e) Solely for purposes of this ARTICLE VIII, calculating the amount of Losses related to any inaccuracy in or breach hereunder (but not for purposes of any determining whether a representation or warranty shall be determined without regard to has been breached), any materiality, Company materiality or Material Adverse Effect qualifications, or other similar qualification qualifications contained in or otherwise applicable to such representation or warrantythe representations, warranties, covenants and agreements shall be disregarded.

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 Losses for which the Buyer Indemnified Parties or the Seller and SED Indemnified Party, as applicable, shall be entitled to indemnification pursuant to this Article VIII shall not be liable exceed fifteen percent (15%) of the Purchase Price paid or payable to the Seller Parties (the “Indemnification Cap”), other than with respect to the following: (x)(i) claims based on breaches of the Seller Fundamental Representations or the Seller IP Representations, (ii) claims arising under Sections 8.02(b) and 8.02(c), and (iii) claims based on Seller Fraud (the claims described in clauses (i), (ii) and (iii), the “Special Indemnification Matters”) and (y)(i) claims based on breaches of the Buyer Indemnitees for indemnification Fundamental Representations, (ii) claims arising under Section 8.02(aSections 8.03(b) until and 8.03(c), and (iii) claims based on Buyer Fraud (the claims described in clauses (i), (ii) and (iii), the “Buyer Special Indemnification Matters”); and, provided, further, that 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 the Buyer Indemnified Parties shall be liable entitled to indemnification pursuant to Section 8.02(a) for Losses based on a claim of a breach of the Seller IP Representations shall not exceed 100% of the nominal value twenty-five percent (25%) of the Purchase Price set forth in Section 2.02 (as adjusted paid or payable to the Seller Parties, less any amounts otherwise paid or payable to the Buyer Indemnified Parties pursuant to Section 2.048.02(a) (the “IP Indemnification Cap”). (b) Buyer The Seller Parties and DSS the Buyer, as applicable, shall have no indemnity obligations under this Agreement for any Losses with respect to claims that are not be liable Special Indemnification Matters (except as provided below with respect 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.IP

Certain Limitations. 7.4.1. The indemnification provided Seller Parties shall have no liability to Purchaser for in Section 8.02 and Section 8.03 shall be subject Damages with respect to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification obligation under Section 8.02(a) Sections 7.1 until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) such Damages exceeds $500,000 600,000 (the “BasketIndemnification Threshold”), ) in which event the Seller Parties shall be required to pay or be liable responsible for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED Damages in excess of $300,000. 7.4.2. No Damages shall be liable pursuant asserted by Purchaser with respect to any matter that is covered by insurance, to the extent proceeds of such insurance are paid (net of any additional costs or taxes incurred by reason of such recovery). 7.4.3. Subject to Section 8.02(a) 7.4.5, in no event shall not exceed 100% the maximum aggregate liability of the nominal value Seller Parties under this Article 7 exceed the sum of the Purchase Price set forth in Section 2.02 Twenty Million (as adjusted pursuant to Section 2.04$20,000,000) Dollars (the “Liability Cap”). 7.4.4. In the event Purchaser incurs Damages for which any amount shall become due to Purchaser for indemnification under this Agreement (including, without limitation, any Damages counted toward the Indemnification Threshold), such Damages shall be reduced by the amount of the net tax benefit, if any, received by Purchaser for the fiscal year in which such Damages are incurred as a result of the payment by Purchaser of such Damages, the object being that, after computation, the payment (if any is required pursuant to this Article 7), net of the tax benefit shall equal the Damages. 7.4.5. Notwithstanding anything in this Section 7.4 to the contrary, neither the Indemnification Threshold nor the Liability Cap shall apply to any indemnification rights of the Purchaser Indemnified Parties based upon (a) the fraud or intentional breaches of representations and warranties of the Seller Parties, (b) Buyer the obligations and DSS shall not liabilities of Seller for its Taxes, (c) a breach or default by a Seller Party of any covenant or agreement to be liable to performed after the Closing Date, or (d) any breach by Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses its representations and warranties contained in respect of indemnification under Section 8.03(a) exceeds the BasketSections 3.3, 3.10, 3.11, 3.23, 3.27 and 3.33; provided, however, in which no event Buyer shall be required to pay Seller or Executive be liable for all such Losses from an indemnification claim 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 CapPurchase Price. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05. (d) For purposes of this ARTICLE 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 and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) (other than with respect to breaches of any Fundamental Representation or Tax Representation) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 4,000,000.00 (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. With respect to any claim as to which the Buyer Indemnitees may be entitled to indemnification under Section 8.02(a), Seller shall not be liable for any individual or series of related Losses (other than with respect to breaches of any Fundamental Representation or Tax Representation) which do not exceed fifty thousand dollars ($50,000). With respect to any claim as to which the Seller Indemnitees may be entitled to indemnification under Section 8.03(a), Buyer shall not be liable for any individual or series of related Losses which do not exceed fifty thousand dollars ($50,000). (b) The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% (other than with respect to breaches 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 any Fundamental Representation 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(aTax Representation) shall not exceed $30,000,000.00. Notwithstanding anything to the Capcontrary set forth herein, in no event shall either Indemnifying Party's aggregate liability pursuant to Section 8.02(a) or Section 8.03(a), respectively, exceed the Purchase Price. (c) Notwithstanding Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the foregoingamount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment from a third party that has actually been received by the limitations set forth Indemnified Party in Section 8.04(a) respect thereof, net of any out-of-pocket expenses incurred by the Indemnified Party in seeking recovery from the insurer or other third party from whom it is or may be entitled to receive such insurance proceeds or indemnity, contribution or other similar payment. If the Indemnified Party determines in good faith that it is likely to be entitled to recover all or a portion of such Loss from any such insurer or other third party, it shall submit a claim to such insurer or other third party and Section 8.04(b) shall use its commercially reasonable efforts to seek recovery of the applicable portion of such Loss from such insurer or other third party; provided, however, that the Indemnified Party shall not apply be required to Losses based uponcommence any Action to enforce its rights against such insurer or other third party unless it elects to do so in its sole discretion; provided, arising out offurther, with however, that any such insurance or other third party proceeds actually received by the Indemnified Party in 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 4.05such Loss after payment by an Indemnifying Party shall be promptly refunded to the Indemnifying Party. (d) For purposes 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; provided that any such benefit realized within two (2) years after payment by an Indemnifying Party shall be promptly refunded to the Indemnifying Party. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps required by applicable Law to mitigate any Loss upon becoming aware of any event or circumstance that it determines is reasonably likely to give rise thereto. (f) Each of the parties hereby acknowledges and agrees that the limitations provided for in paragraphs (a) and (b) above apply only to Losses arising from a breach of the representations and warranties specified therein, and do not apply to any other rights to indemnification provided for in this ARTICLE Article VIII, any inaccuracy in including rights to indemnification against Excluded Liabilities 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 warrantyAssumed Liabilities (as the case may be).

Certain Limitations. The indemnification provided Anything in this Article VIII to the contrary notwithstanding (except with respect to Losses arising out of or resulting from Fraud): (i) none of the Buyer Indemnified Persons or the Seller Indemnified Persons shall be entitled to recover from the respective other Party hereunder for the same Loss more than once; (ii) no Losses shall be recoverable by the Buyer Indemnified Persons pursuant to the provisions of Section 8.1(a)(i) or the Seller Indemnified Persons pursuant to the provisions of Section 8.1(b)(i), as the case may be, in respect of breaches of representations and warranties (other than the representations and warranties set forth in (A) Section 8.02 3.1 (Organization; Authority; Due Execution; Qualification), Section 3.2 (No Subsidiary or Equity Investments); Section 3.5 (Capitalization), and Section 8.03 shall be subject to 3.23 (Brokers), and Section 3.25 (Provision of Agreement) (collectively, the following limitations: “Company Fundamental Representations”), and (aB) Section 4.1 (Ownership) and Section 4.2 (Authority) (collectively, the “Seller and SED shall not be liable to Fundamental Representations,” together with the Buyer Indemnitees for indemnification under Section 8.02(aCompany Fundamental Representations, the “Fundamental Representations”)) until such time as the aggregate total amount of all Losses in respect of indemnification under Section 8.02(a) that have been incurred by the Buyer Indemnified Persons or the Seller Indemnified Persons, as the case may be, exceeds $500,000 150,000 (the “BasketDeductible”), ) in the aggregate (in which event case the Buyer Indemnified Person or the Seller Indemnified Person, as applicable, shall be liable only for such Losses in excess of the Deductible); (iii) (A) no Losses shall be recoverable by the Buyer Indemnified Persons pursuant to the provisions of Section 8.1(a)(vi) until such time as the total amount of all Government Audit Matter Losses that have been incurred by the Buyer Indemnified Persons exceeds the Government Audit Matter Threshold (in which case the Seller shall be required to pay or be liable only for all such Government Audit Matter 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”Government Audit Matter Threshold). (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 may be 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 Parties' respective indemnification provided for in obligations under Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a) or Section 8.03(a), 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) exceeds $500,000 100,000 (the “Basket”"Deductible"), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all such Losses from in excess of the first dollar. Deductible; provided, however, that the Deductible shall not apply to recovery for an inaccuracy in or breach of any Fundamental Representation; and provided further, that nothing in this Agreement shall limit or restrict any Indemnified Party's rights to maintain or recover any amounts in connection with any action or claim based upon fraud. (b) The aggregate amount of all Losses for which Seller and SED an Indemnifying Party shall be liable pursuant to Section 8.02(a) or Section 8.03(a), as the case may be, shall not exceed 100% of the nominal value forty percent (40%) of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (Price; provided, however, that the “Cap”). (b) Buyer and DSS foregoing limitation shall not be liable apply to recovery for an inaccuracy in or breach of a Fundamental Representation; and provided further, that nothing in this Agreement shall limit or restrict any of the Seller Indemnitees for indemnification under Section 8.03(aIndemnified Party's rights to maintain or recover any amounts in connection with any action or claim based upon fraud, but in no event (other than in the case of fraud) until shall the aggregate amount of all Losses paid in respect of indemnification the aggregate by a Seller Indemnifying Party 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 this ARTICLE VIII exceed the CapPurchase Price. (c) Notwithstanding 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 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 breach or by reason of any inaccuracy in or alleged breach of this Agreement, or diminution of value 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 4.05damages based on any type of multiple. (d) Notwithstanding any other provision of this Agreement, any obligation of Seller to indemnify, defend and hold harmless a Buyer Indemnified Party under Section 8.02 for Losses arising from or relating to the occurrence of any pre-Closing products liability event shall expire if such products liability claim is not made or asserted within twelve (12) months following the Closing Date. Any Losses incurred by a Buyer Indemnified Party relating to an indemnifiable products liability claim that is made within such 12-month post-Closing period shall be satisfied solely out of proceeds received under the Products Liability Tail Policy. (e) For all purposes of this ARTICLE VIII, any inaccuracy in or breach Losses shall be net of any representation amounts paid or warranty payable to an Indemnified Party under any insurance policy or Contract in connection with the facts giving rise to the right of indemnification hereunder, and each Indemnified Party shall use its reasonable commercial efforts to recover all amounts payable from an insurer or other third party under any such insurance policy or Contract to the same extent such party would if such losses were not subject to indemnification, compensation or reimbursement hereunder prior to seeking indemnification hereunder; provided, however, that the amount deemed to be paid under such insurance policies shall be net of the deductible for such policies and determined without regard after giving effect to any materialityincrease in premiums resulting from such claim and out-of-pocket costs of collecting such insurance proceeds. If an Indemnified Party receives any of the foregoing payments with respect to any Losses for which it has previously been indemnified, Company Material Adverse Effect or other similar qualification contained the Indemnified Party shall promptly (and in or otherwise applicable any event within ten (10) business days after receiving such payment) pay to the Indemnifying Party an amount equal to such representation or warrantypayment or, if it is a lesser amount, the amount of such previously indemnified 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 An indemnifying party shall 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 5.3, 5.7(a), 5.28 and 6.7) 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 shall exceed $500,000 30,000,000 (the “"Basket”"), in which event Seller event, the indemnifying party shall 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 5.3, 5.7(a), 5.28 and 6.7 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 5.3, 5.7(a), 5.28 and 6.7, the maximum aggregate amount of all Losses for which Seller indemnity with respect to breaches of representations and SED warranties may be sought 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”)$1,800,000,000. (b) Buyer and DSS shall not be liable Subject to the Seller Indemnitees for indemnification under provisions of Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket3.2 and Article XI, in which event Buyer each case with respect to the matters covered thereby, the parties hereto agree that except as expressly set forth to the contrary in any Definitive Agreement the indemnification and other provisions set forth in this Article X shall be required the sole and exclusive remedy of the Purchaser against the Seller arising out of this Agreement or the Definitive Agreements, including with respect to pay or be liable for all such Losses from the first dollarany dispute that may arise under any Definitive 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 shall eliminate the limitations set forth in availability to the parties of any equitable remedies or the availability of Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, 14.3 for a declaration of the rights of the parties with respect to any dispute that may arise under this Agreement 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 Definitive Agreements. (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 8.03(A) shall be subject to the following limitations: (a) The·aggregate amount of Losses for which -.:he Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall be entitled to indemnification pursuant to this Article VIII shall not exceed the Purchase Price (the “Indemnification Cap”), other than with respect to the following: (x)(i) claims based on breaches in, or inaccuracies of, the Seller Fundamental Representations or the Seller IP Representations, (ii) claims arising under Section 8.02(b) through and SED including 8.02(e), and (iii) claims based on Fraud, criminal activity or willful misconduct of Seller (the claims described in clauses (i), (ii), and (iii), the “Seller Special Indemnification Matters”) and (y)(i) claims based·on breaches of the Buyer Fundamental Representations, (ii) claims arising under Sections 8.03(b) through and including 8.03(d), and (iii) claims based on Fraud, criminal activity or willful misconduct of Buyer (the claims described in clauses (i), (ii) and (iii), the“Buyer Special Indemnification Matters”). (b) Seller shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a) 8.02 unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds 8.02 exceed $500,000 100,000 (the “BasketThreshold”), in ) (provided that any individual or series ofrelated Losses 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(ado not exceed $25,000 (“De-Minimis Losses”) shall not exceed 100% be counted towards the Threshold), at which time the Buyer Indemnified Party shall be indemnified for the amount of Losses in excess of the nominal value Threshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Purchase Price set forth in Section 2.02 (as adjusted pursuant Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Buyer Indemnified Party shall be entitled to Section 2.04) (be indemnified for, all Losses arising out of or resulting from the “Cap”). (b) indemnification obligation with respect to Seller Special Indemnification Matters. Buyer and DSS shall not be liable to the Seller Indemnitees Indemnified Parties for indemnification under Section 8.03(a) 8.03 unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) 8.03 exceeds the BasketThreshold (provided that De-Minimis Losses shall not be counted towards the Threshold), in at which event Buyer time the Seller Indemnified Party shall be required indemnified for the amount of Losses in excess of the Threshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Seller Indemnified Party shall be entitled to pay be indemnified for, all Losses arising out of or be liable for all such Losses resulting from the first dollar. The aggregate amount of all Losses for which indemnification obligation with respect to Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the CapSpecial Indemnification Matters. (c) Notwithstanding Payments by the foregoing, the limitations set forth Indemnifying Party (as defined in Section 8.04(a8.05) and Section 8.04(b) shall not apply pursuant to Losses based upon, arising out of, with Article VIII in respect to or by reason of any inaccuracy in or breach Loss shall be limited to the amount of any representation liability or warranty damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (as defined in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.058.05) in respect of any such claim. (d) For purposes Notwithstanding the foregoing, in no event shall the Indemnifying Party be liable to the Indemnified Paiiy for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opp01iunity relating to the breach or alleged breach of this ARTICLE VIIIAgreement, or any inaccuracy in or breach damages based on any type of multiple except to the extent adjudicated and owed to a third party with respect to a Third Party Claim. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss, including by pursuing insurance claims and claims against third parties, and shall reasonably consult and cooperate with the Indemnifying Party with a view toward mitigating Losses upon becoming aware of any representation event or warranty shall circumstance that would be determined without regard reasonably expected to, or does, give rise 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 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 Acquiror 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 2,600,000 (the “Basket”), in at which event time, Seller shall be required to pay or be liable indemnify the Acquiror Indemnitees for all such Losses from in excess of such amount; provided, that the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) foregoing limitation shall not exceed 100% apply to any breach or alleged breach of any Fundamental Representations or the nominal value of the Purchase Price representations and warranties set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS 2.5. Further, Seller shall not be liable to the Seller Acquiror Indemnitees for indemnification under Section 8.03(a8.2(e) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.2(e) exceeds $50,000 (“Ransomware Basket”), at which time, Seller shall indemnify the Basket, in which event Buyer shall be required to pay or be liable Acquiror Indemnitees for all such Losses from in excess of such amount. (b) Buyer shall not be liable to Seller Indemnitees for indemnification under Section 8.3(a)(i) and PropCo shall not be liable to Seller Indemnitees for indemnification under Section 8.3(b)(i), until the first dollar. The aggregate amount of all Losses in respect of indemnification under Section 8.3(a)(i) and Section 8.3(b)(i), as applicable, exceeds the Basket, at which time Buyer or PropCo, as applicable, shall indemnify Seller Indemnitees for which Buyer shall be liable pursuant to Section 8.03(a) all such Losses from in excess of such amount; provided, that the foregoing limitation shall not exceed apply to any breach or alleged breach of the CapFundamental Representations. (c) Notwithstanding any other provision to the contrary, the maximum aggregate Liability of Seller for Losses under Section 8.2(a) and Section 8.2(e) shall be $26,000,000, and (ii) Buyer and PropCo for Losses under Section 8.3(a)(i) and Section 8.3(b)(i), shall be $26,000,000 in the aggregate; provided, that the maximum Liability of Seller for Losses resulting from a breach or alleged breach of any Fundamental Representations shall be $130,000,000. Furthermore, indemnification claims pursuant to Section 8.2(a), Section 8.2(e), Section 8.3(a)(i) and Section 8.3(b)(i) must be brought within the applicable survival periods set forth in Section 8.1. (d) Notwithstanding the foregoing, the limitations set forth in this Section 8.04(a) and Section 8.04(b) 8.4 shall not apply to Losses based upon, arising out of, as a result of Fraud. Solely with respect to or by reason actions grounded in Fraud, (A) the right of a party to be indemnified and held harmless pursuant to the indemnification provisions in this Agreement shall be in addition to and cumulative of any inaccuracy other remedy of such party at law or in equity and (B) no party shall, by exercising any remedy available to it under this Article VIII, be deemed to have elected such remedy exclusively or breach of to have waived any representation other remedy, whether at law or warranty in Section 3.01equity, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05available to it. (de) For purposes of this ARTICLE VIIIdetermining the dollar amount of Losses with respect to any claim resulting from any breach or inaccuracy of a representation or warranty, any inaccuracy all “material”, “materiality”, “in all material respects”, or breach of any “Material Adverse Effect” qualifications or exceptions in such representation or warranty shall be disregarded (but such qualifications shall not be so disregarded for purposes of the determination of the underlying breach or inaccuracy); provided, however, that the disregarding of such qualifications and exceptions shall not apply to the representations and warranties, or otherwise affect, the definitions of “Material Contracts” and “Material Adverse Effect”. (f) The amount of any Losses subject to indemnification pursuant to this Agreement (i) shall not be duplicative of any other Losses for which an indemnification claim has been paid and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy (including any title insurance policy) with respect to such Losses (net of any costs and expenses incurred in obtaining such recovery). The existence of a claim by an Indemnified Party for monies from an insurer or other party shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined without regard to be due and owing by an Indemnifying Party. Rather, the Indemnifying Party shall make timely payment of the full amount of Losses determined to be due and owing by it, and if the Indemnified Party later actually recovers insurance or other proceeds in respect of such Losses then the Indemnified Party shall promptly reimburse the Indemnifying Party to the extent necessary to avoid double recovery of the same Losses. The Indemnified Party shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as such Indemnified Party would if such Loss were not subject to indemnification hereunder. Any deductible attributable to claims made shall be indemnifiable Losses. Nothing herein shall waive any party’s common law duty to mitigate any such claim or liability upon and after becoming aware of any event or condition which could reasonably be expected to give rise to any materialityLosses that are indemnifiable under this Article VIII, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable provided, that the failure to so mitigate shall only reduce the rights of such representation or warrantyparty to recover for Losses to the extent of the Losses that would have been avoided by such mitigation.

Certain Limitations. The party making a claim under this Article VI is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VI is referred to as the “Indemnifying Party.” The indemnification provided for in Section 8.02 6.02 and Section 8.03 6.03 shall be subject to the following limitations: (a) The aggregate amount of all Losses for which any Seller and SED shall be liable pursuant to Sections 6.02(a), 6.02(b), or 6.02(c) (other than any Loss related to any breach of Section 5.12) shall not exceed that portion of the Purchase Price received by such Seller. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 6.03 shall not exceed the Buyer Indemnitees for Purchase Price. (b) No Indemnifying Party shall be entitled to indemnification under Section 8.02(a) with respect to any claims or Losses based upon, resulting from, arising out of or relating to any inaccuracy in or breach of any Non-Fundamental Representations until the aggregate amount of all applicable Losses in with respect of to such indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”)500,000, in which event Seller the applicable Indemnifying Party 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 ; provided, however, that 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) foregoing limitation shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy Fraud by the applicable Indemnifying Party. (c) Payments by an Indemnifying Party pursuant to Section 6.02 or Section 6.03 in or breach respect of any representation Loss shall be limited to the amount of any Liability or warranty damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05respect of any such claim. (d) No Seller shall be obligated to make any indemnification payments pursuant to this Article VI until the date that is six (6) months after the Closing Date, which Buyer acknowledges is in accordance with the restriction on transferability of the CMI Shares. (e) Payments by an Indemnifying Party pursuant to Section 6.02 or Section 6.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized in cash in the year of such Loss or, if later, by the year of the indemnity payment with respect to such Loss (determined on a “with and without” basis) as a result of such Loss by the Indemnified Party. (f) 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, except to the extent that (i) the Indemnified Party is held liable to any Person for such losses or (ii) in the case of incidental, consequential, special or indirect damages, such damages were reasonably foreseeable. (g) 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; provided that, other than with respect to third party insurers, the Indemnified Parties shall not have any obligation to seek any claim against any other Person. (h) For the purposes of this ARTICLE VIII, any inaccuracy in or determining whether a breach of any representation or warranty shall be determined without regard has occurred for the purposes of Section 6.02(a) or Section 6.02(b) and calculating the amount of Losses related thereto, any qualification as to any materiality, Company “Material Adverse Effect Effect” or any other similar qualification or standard contained in Article III of this Agreement shall be disregarded. (i) No Seller shall exercise or otherwise applicable assert (or attempt to such representation exercise or warrantyassert), any right of contribution, right of indemnity or other right or remedy against the Companies in connection with any indemnification obligation or any other liability to which any Seller may become subject under or in connection with 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 shall not be liable Notwithstanding anything to the Buyer Indemnitees for indemnification contrary herein, (i)(x) any claim by a Parent Indemnitee against any Equityholder Indemnifying Party arising under Section 8.02(a7.1(a) until and (y) any claim by a Company Indemnitee against any Parent Indemnifying Party arising under Section 7.2(a) shall be payable by the applicable Indemnifying Party only in the event and to the extent that the accumulated amount of the claims in respect of such Indemnifying Party’s obligations to indemnify under this Agreement shall exceed $3,000,000 in the aggregate (the “Indemnification Threshold”), and (ii) at such time as the aggregate amount of all Losses claims in respect of indemnification under Section 8.02(a) exceeds the indemnity obligations of such party for breaches of representations and warranties shall exceed the Indemnification Threshold, such party shall thereafter be liable on a dollar-for-dollar basis for the amount of all claims for breaches of representations and warranties in excess of the Indemnification Threshold up to, but in no event exceeding, an amount equal to the Cap; provided, however, that the Indemnifying Parties shall have no obligation to indemnify a Parent Indemnitee or Company Indemnitee, as applicable, with respect to individual Damages of less than $500,000 250,000 each (the “Mini Basket”), in which event Seller shall be required to pay or be liable for all and 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) Damages shall not exceed 100% be counted toward the Indemnification Threshold; provided, further, that the Indemnification Threshold and the Mini Basket shall not apply to Damages to the extent that the same arise out of or relate to a breach of any of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”)Fundamental Representations and Warranties or fraud. (b) Buyer Except with respect to claims that are brought based upon a breach of the Fundamental Representations and DSS shall not be liable to Warranties or fraud, the Seller Indemnitees cumulative indemnification obligations of the Equityholder Indemnifying Parties for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a7.1(a) and (c) of this Agreement, on the one hand, and the Parent Indemnifying Parties for indemnification pursuant to Section 7.2(a) and (c) of this Agreement, on the other hand, shall not exceed the Cap. Notwithstanding anything to the contrary set forth in this Agreement, an Equityholder Indemnifying Party’s maximum aggregate liability in respect of claims for indemnification for breaches of the Fundamental Representations and Warranties shall not, absent fraud, exceed the amount equal to that Equityholder Indemnifying Party’s Pro Rata Portion multiplied by the Final Purchase Price. (c) Notwithstanding The cumulative indemnification obligations of the foregoing, the limitations set forth in Equityholders under Section 8.04(a7.1(a) and Section 8.04(b(c) shall not apply (other than to Losses based upon, the extent arising out of, with respect of or related to or by reason of any inaccuracy in or breach of any representation of the Fundamental Representations and Warranties or warranty fraud) shall be recoverable solely from the Indemnification Escrow Amount (as shall be reduced from time to time to reflect payments, if any, made from time to time in Section 3.01accordance with the terms and conditions of this Agreement and the Escrow Agreement). All payments made from the Indemnification Escrow Amount in respect of indemnification claims, Section 3.03other than those based upon breaches of covenants made by an Equityholder, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05shall be deemed to be allocated among the Equityholders in accordance with their Pro Rata Portion. All payments made from the Indemnification Escrow Amount in respect of indemnification claims related to breaches of covenants made by any Equityholder in this Agreement shall be deemed to be allocated entirely to such Equityholder. (d) For purposes The Escrow Agreement shall provide that all remaining portions of the Indemnification Escrow Amount (less the balance of then pending indemnity claims thereunder) shall be released to the Stockholders’ Representatives, for the benefit of the Stockholders, and to the Surviving Corporation, for the benefit of the Effective Time Option Holders, on the Indemnification Escrow Release Date; provided, however, that the Escrow Agreement shall also provide that, in the event any amount is required to be paid as provided in this ARTICLE VIIISection 7.5(d) after the fifth (5th) anniversary of the Closing Date, such amount shall be paid solely to the Stockholders’ Representatives, for the benefit of the Stockholders, and no amount of such payment shall be made to the Effective Time Option Holders. (e) Nothing in this Agreement will prevent any inaccuracy party from bringing an action based upon fraud by any other party. (f) Notwithstanding anything to the contrary contained in this Agreement, there shall be no right to indemnification from any Equityholder Indemnifying Party under this Agreement with respect to any item to the extent of the amount at which such item is reflected as a liability in the determination of the Closing Working Capital pursuant to Section 2.9 hereof. (g) To the fullest extent permitted by applicable Law, and except only for (i) any fraud by the Company, the Equityholders, Parent or Merger Sub, (ii) in the event a party hereto seeks to obtain specific performance pursuant to Section 10.11, or (iii) matters covered by Section 2.9, the indemnification provisions provided for in this Article VII will be the exclusive remedy for any breach of any representation representation, warranty, covenant, or warranty agreement contained in this Agreement. Except as set forth in this Section 7.5(g), the Company, the Equityholders, the Company Indemnitees, the Equityholder Indemnifying Parties, Parent, Merger Sub and the Parent Indemnitees shall be determined without regard have no other or further right or remedy under this Agreement, whether in contract, tort or otherwise, or any right of rescission with respect to such matters, all of which are hereby waived by the Company (on behalf of the Company Indemnitees) and Parent (on behalf of the Parent Indemnitees) or Merger Sub. (h) The Equityholder Indemnifying Parties will have no right of contribution from any of the Parent Indemnitees with respect to any materialityDamages claimed by a Parent Indemnitee. (i) No Equityholder other than the Stockholders’ Representatives has any individual right to assert any claims for indemnification under this Article VII. Any and all claims for indemnification under this Article VII of the Equityholders may be brought only by the Stockholders’ Representatives (or their successor). (j) To the extent required by Law, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable each Indemnified Party shall use its commercially reasonable efforts to mitigate any Damages which are the subject of claims hereunder, provided, that the failure of any Indemnified Party to mitigate any Damages shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it shall have been materially prejudiced by such representation or warrantyfailure.

Certain Limitations. The Party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the Party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” The indemnification provided for in Section 8.02 6.01 and Section 8.03 shall 6.02 will be subject to the following limitations: (a) Seller and SED shall The Indemnifying Party will not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a6.01(a) or Section 6.02(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a6.01(a) or Section 6.02(a), as the case may be, exceeds $500,000 250,000 (the “BasketDeductible”), in which event Seller shall the Indemnifying Party will only be required to pay or be liable for all such Losses from in excess of the first dollar. Deductible; provided, however, that the limitation contemplated by this Section 6.04(a) will not be applicable with respect to (A) breaches of the Fundamental Representations, (B) indemnification pursuant to Sections 6.01(b) and (c) or Sections 6.02(b) and (c), or (C) in the event of Fraud. (b) 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 Indemnifying Party will be liable to the Seller Indemnitees for indemnification under Indemnified Party pursuant to Section 8.03(a6.01(a) until or Section 6.02(a), as the case may be, will not exceed $3,230,000 (the “Indemnification Cap”); provided, however, that the Indemnification Cap will not be applicable with respect (A) to breaches of the Fundamental Representations with respect to which 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 the Indemnifying Party will be liable pursuant to Section 8.03(a) shall the Indemnified Party will not exceed the CapPurchase Price, (B) indemnification pursuant to Sections 6.01(b) and (c) or Sections 6.02(b) and (c), for which no limitation shall apply, or (ii) in the event of Fraud, for which no limitation shall apply. (c) Notwithstanding In no event will any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages relating to the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to breach or by reason of any inaccuracy in or alleged breach of any representation this Agreement, except in the event of Fraud or warranty to the extent actually paid to a Governmental Authority or third Person in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05respect of a Third Party Claim for which indemnification is otherwise required. (d) For purposes Each Party agrees that in the event of any breach giving rise to an indemnification obligation under this ARTICLE VI, such Party will take and cause its Affiliates to take, or cooperate with the other Party, if so requested, in order to take, commercially reasonable measures to mitigate the consequences of the related breach. (e) Any specific Loss for which an Indemnified Party would otherwise be entitled to indemnification under the terms of this ARTICLE VIIIVI will not be an indemnifiable Loss to the extent such Loss is reflected in the calculation of the Purchase Price as finally determined in accordance with Section 1.05 of this Agreement. No Indemnified Party will be entitled to recover Losses or obtain any payment, any inaccuracy in reimbursement, restitution or breach of any representation or warranty shall be determined without regard indemnity more than once with respect to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantythe same Loss.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No monetary amount shall be payable by Seller and SED shall not be liable or Buyer to any member of the Buyer Group or the Seller Group, respectively, with respect to the Buyer Indemnitees for indemnification under of any claims pursuant to Section 8.02(a13.1(a) or Section 13.2(a), as the case may be (other than with respect to the representations and warranties in Sections 5.2, 5.4, 5.6, 5.10(i), 5.11, 5.12, 5.16, and 7.6) until the aggregate amount of Damages actually incurred by the Buyer Group or the Seller Group, as the case may be, with respect to all Losses in respect of indemnification under Section 8.02(aclaims shall exceed on a cumulative basis Two Hundred Fifty Thousand Dollars ($250,000) exceeds $500,000 (the “Basket”"Threshold"), in which event Seller Primestar and each of the Stockholders or Buyer, as the case may be, shall be required to pay or be liable responsible for all such Losses from the first dollar. The aggregate full amount of all Losses for such Damages, including the initial $250,000 of Damages which Seller and SED shall be liable are subject to the Threshold. Claims made pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth representations and warranties contained in Section 2.02 (as adjusted or made pursuant to Section 2.04) (Sections 5.2, 5.4, 5.6, 5.10(i), 5.11, 5.12, 5.16, and 7.6 will not be subject to the “Cap”)Threshold. (b) Except for Damages arising out of, attributable to or resulting from any breach of the representations and warranties in Sections 5.2, 5.4, 5.6, 5.11 and 5.12, no member of the Buyer and DSS Group or the Seller Group, as the case may be, shall not be liable have any right to obtain an indemnification payment under this Agreement to the Seller Indemnitees for extent amounts received by the members of such group as indemnification under payments hereunder equal or exceed the Purchase Price; provided, that the limitation on Damages set forth in this Section 8.03(a13.5(b) until shall in no way affect the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds any Assumed Liabilities assumed by Buyer or 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 Retained Liabilities retained by Seller or the CapSpecified Seller Affiliates. (c) Notwithstanding Anything contained herein to the foregoingcontrary notwithstanding, and without limiting the rights of Buyer and the Buyer Group against the Seller, Primestar, MDU and PLP hereunder, the limitations set forth indemnification provided for in Section 8.04(a) this Article XIII shall be the sole and Section 8.04(b) shall not apply to Losses based upon, arising out of, exclusive remedy of Buyer and the Buyer Group against the Stockholders with respect to or the matters described in subsections 13.1(a) through (e). In addition, if the transactions contemplated hereby are terminated prior to the Subsequent Closing Date in accordance with the terms hereof, and without limiting any rights against the Seller, Primestar, MDU and PLP, the Buyer Group will not have the right to seek indemnification from any Stockholder except with respect to (i) any breach by reason such Stockholder 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 its obligations hereunder to be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable performed prior to such representation or warrantytermination and (ii) any Third Party Claims.

Certain Limitations. The Party making a claim under this Article VII is referred to as the “Indemnified Party”, and the Party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) Seller and SED Neither the MCRC Parties nor the Partnership Parties shall not be liable to the Buyer Indemnitees Investors or any other Investor Indemnified Party for indemnification Losses entitled to be indemnified under Section 8.02(a) 7.02 or Section 7.03 until such time as the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) 7.02 or Section 7.03 exceeds $500,000 1,500,000 (the “BasketIndemnification Threshold”), in which event Seller the MCRC Parties or Partnership Parties, as applicable, shall be required to pay or be liable for all such Losses from for which the first dollarInvestors and other Investor Indemnified Parties are entitled to be indemnified hereunder (including any Losses below the Indemnification Threshold). (b) The maximum aggregate amount of all Losses for which the Partnership Parties may be liable pursuant to Section 7.03, except with respect to breaches of Fundamental Representations, shall not exceed $300,000,000. The aggregate amount of all Losses for which Seller and SED shall the Investors may be liable pursuant to Section 8.02(a) 7.04 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$300,000,000. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.05(a) and Section 8.04(b7.05(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 Representations or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05the case of fraud found to have been committed by the Indemnifying Party by a court of competent jurisdiction in a judgment which has become final in that it is no longer subject to appeal or review. (d) For purposes Notwithstanding anything to the contrary herein, the sole and exclusive remedy for indemnification pursuant to Section 7.03(a) hereof shall be made in accordance with Section 9(g) of the Second Amended and Restated LP Agreement, and the Investor Indemnified Parties shall not seek recourse for claims under Section 7.03(a) by any other means. (e) Upon making any payment in respect of claim as provided for in this Article VII, the Indemnifying Party will, to the extent of such payment, be subrogated to all rights of Indemnified Party against any third person (other than an insurance company) in respect of the Loss to which such payment related; provided, however, that (i) the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such Loss and (ii) until Indemnified Party fully recovers payment of its Loss, any and all claims of the Indemnifying Party against any such third person on account of such payment will be subordinated in right of payment to Indemnifying Party’s rights against such third person. Without limiting the generality or effect of any other provision hereof, each such Indemnifying Party and Indemnified Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. To the extent that insurance proceeds or other third party proceeds are received after payment has been made by an Indemnifying Party, the Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to such proceeds (up to, but not in excess of, the amount previously paid by the Indemnifying Party to the Indemnified Party). Any payment hereunder shall be treated as provided by the Code and applicable Treasury Regulations in order to comply with Section 7(d) of the Second Amended and Restated LP Agreement consistent with the economic arrangement of the Parties. (f) The Indemnified Party shall seek to mitigate the amount of any Losses to the extent, if any, required by applicable law. Without limiting the foregoing, Losses shall be calculated net of actual payments received by an Indemnified Party pursuant to such Indemnified Party’s existing insurance policies (net of reasonable collection costs). Each Indemnified Party hereby agrees to use commercially reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect of any such Losses that may reduce or eliminate any applicable Losses to the same extent as it would if such Losses were not subject to indemnification hereunder; it being understood that no Indemnified Party shall be obligated to bring a lawsuit against any insurer to obtain a recovery under any insurance policies with respect to any particular Losses and the failure of an Indemnified Party to obtain recovery under any insurance policies despite using commercially reasonable efforts to do so shall not in any way affect or modify such Indemnified Party’s rights to which the Indemnified Party would have otherwise been entitled pursuant to this Article VII. (g) The amount of Losses payable by an Indemnifying Party pursuant to this Article VII shall be without duplication, and in no event shall an Indemnified Party be indemnified under different provisions 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 warrantyAgreement for the same Losses.

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

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

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller From and SED after the Closing, except with respect to inaccuracies in or breaches of the representations and warranties in Sections 2.2(a), 2.4, 2.24, 3.1, 3.2, and 3.5, any Losses related to the failure by the Company or the Sellers to perform the covenants or agreements in Section 5.1(h) and any Losses related to the Minority Equity Disposition (x) the sole remedy (subject to Article 6) with respect to the indemnification obligation of Sellers under Section 9.2(a) shall be pursuant to the Escrow Agreement and (y) Sellers shall not be liable required to the Buyer indemnify Parent Indemnitees for indemnification Losses under Section 8.02(a9.2(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 resulting 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 4.05unless the aggregate amount of all such Losses exceeds $375,000 (the “Deductible”) at which time the Parent Indemnitees shall be entitled (subject to the other provisions of this Article 9) to indemnification for the full amount of such Losses to the extent such Losses exceed the Deductible. (db) For purposes From and after the Closing, except with respect to inaccuracies in or breaches of this ARTICLE VIIIthe representations and warranties contained in Sections 4.1, 4.2, 4.4, 4.6 and 4.9, Parent shall not be required to indemnify Seller Indemnitees for Losses under Section 9.3(a) resulting from any inaccuracy in or breach of any representation or warranty (i) until the aggregate amount of all such Losses exceeds the Deductible, at which time the Seller Indemnitees shall be determined without regard entitled (subject to the other provisions of this Article 9) to indemnification for the full amount of such Losses to the extent such Losses exceed the Deductible, or (ii) for Losses in the aggregate in excess of $11,250,000. (c) For purposes of calculating Losses (but not for purposes of determining whether a breach has occurred), any limitation as to material, materiality, Company Material Adverse Effect Effect, or other similar qualification contained in the representations and warranties shall be disregarded. (d) The rights and remedies of any party in respect of any inaccuracy or otherwise applicable 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 the parties, and their respective rights to indemnification with respect thereto shall not be affected or deemed waived by reason of any investigation made by or on behalf of such parties (including by any of its advisors, consultants or representatives) or by reason of the fact a party or any of such advisors, consultants or representatives knew or should have known that any such representation or warrantywarranty is, was or might be inaccurate or by reason of such party’s waiver of any condition set forth in Article 7. (e) Except as provided in Article 6, the indemnity provided for in this Article 9 shall be the sole and exclusive remedy of Parent Indemnitees or Seller Indemnitees, as the case may be, after the Closing for any inaccuracy of any representation or warranty of the Company, Seller or Parent, respectively, herein or any other breach of this Agreement, provided that nothing herein shall limit in any way any such party’s remedies in respect of fraud, intentional misrepresentation or omission or intentional misconduct by the other party in connection with the transactions contemplated hereby. (f) No party to this Agreement (or any of its Affiliates) shall, in any event, be liable or otherwise responsible to any other party (or any of its Affiliates) for any punitive damages of such other party (or any of its Affiliates) arising out of or relating to this Agreement or the performance or breach hereof, other than any such damages arising in connection with a Third-Party Claim.

Certain Limitations. The Buyer Indemnitee or Seller Indemnitee, as applicable, making a claim under this Article 6 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article 6 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 6.2 and Section 8.03 6.3 shall be subject to the following limitations: (a) Seller and SED The Indemnifying Party shall not be liable to the Buyer Indemnitees an Indemnified Party for indemnification under Section 8.02(a6.2(a)(i), Section 6.2(b)(i) or Section 6.3(a), as the case may be, until the aggregate amount of all Losses in respect of subject to indemnification under Section 8.02(a6.2(a)(i) and 6.2(b)(i), or Section 6.3(a), as applicable, exceeds $500,000 480,000 (the “BasketDeductible”), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.2(a)(i), Section 6.2(b)(i), or Section 6.3(a), the Indemnifying Party shall not be liable for any individual or series of related Losses that do not exceed $40,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which a Seller and SED shall be liable pursuant to Section 8.02(a6.2(a)(i), Section 6.2(a)(ii), Section 6.2(a)(iii), Section 6.2(b)(i), Section 6.2(b)(ii) and Section 6.2(b)(iii) shall not exceed 100% such Seller’s pro-rata portion, as determined pursuant to the Seller Allocation, of the nominal value then amount of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) Escrow Fund (the “Cap”). (b) Buyer , and DSS the Escrow Fund shall not be liable to the Seller Indemnitees sole recourse for indemnification under Section 8.03(a) until recovery of such Losses. In addition to, and without limiting the foregoing, the aggregate amount of all Losses in respect of indemnification to which a Seller shall be liable under Section 8.03(a6.2 shall not exceed the Seller’s pro-rata portion, as determined pursuant to the Seller Allocation, of the Purchase Price. (c) 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 No Seller 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 6.2 for any Losses based upon, arising out of, with respect to or by reason of any the inaccuracy in or breach of any representation representation, warranty or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05covenant made by any other Seller. (d) For purposes of this ARTICLE VIII, any inaccuracy Payments by an Indemnifying Party pursuant to Section 6.2 or Section 6.3 in or breach respect of any representation or warranty Loss shall be determined without regard limited to the amount of any materialityliability or damage that remains after deducting therefrom (i) any insurance proceeds and any indemnity, Company Material Adverse Effect contribution or other similar qualification contained cash payment actually received by such Indemnified Party (or any of its Affiliates (including, with respect to Buyer after the Closing, the Company)) from any third party in respect of any such claim (less any costs or expenses associated with receiving such proceeds or payments (including any deductible or any increase or adjustment to insurance premium), and (ii) any reserves provided for the item in question on the Purchase Price Statement as finally determined pursuant to Section 1.3. Each Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses. In addition, no claim for indemnification may be made pursuant to this Agreement if and to the extent such claim for Losses has been specifically reflected in the Price Components set forth in the Purchase Price Statement as finally determined in accordance with the provisions of Section 1.3(b). (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any consequential damages that are not reasonably foreseeable under the circumstances, special damages or punitive damages (except, in each case, to the extent constituting amounts awarded by a court of competent jurisdiction and actually paid to third parties for which indemnification hereunder is applicable or in the case of fraud, criminal activity, willful breach or intentional misconduct) or to the extent any Loss arises from any loss of Tax benefits or Tax detriment arising from the receipt of the indemnity payment or otherwise from the Tax treatment of the indemnity payment. (f) To the extent required by applicable Law, each Indemnified Party shall take, and cause its Affiliates to such representation take, commercially reasonable steps to mitigate any Loss upon becoming aware of any event or warrantycircumstance which does, or would reasonably be expected to, give rise thereto.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject Notwithstanding anything to the following limitations: contrary set forth in this Agreement, in no event shall the Indemnified Parties receive any recovery pursuant to this Article VII in respect of claims for indemnification made pursuant to Section 7.2(a) (aA) Seller unless and SED shall not be liable until, and only to the Buyer Indemnitees for indemnification under Section 8.02(a) until extent that, the aggregate amount of all Losses in respect of indemnification under which would otherwise be recoverable pursuant to Section 8.02(a7.2(a) exceeds $500,000 200,000 (the “BasketBasket Amount”)) or (B) for an amount in excess of the Escrow Amount; provided, in which event Seller that the maximum aggregate liability of the Stockholders to the Indemnified Parties relating to any breach or inaccuracy of any of the Fundamental Representations shall be required the Merger Consideration received. Notwithstanding anything to pay or the contrary contained herein, (1) no Losses may be liable for all claimed under Section 7.2 to the extent such Losses from (a) arise out of or relate to 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 disclosed items set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (2.9 of the “Cap”). (b) Buyer and DSS shall not be liable Disclosure Schedule only 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 extent that such 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 payments do not exceed the Cap. (c) Notwithstanding the foregoing, the limitations amount set forth in Section 8.04(a2.9 of the Disclosure Schedule or (b) are taken into account in the final determination of the Merger Consideration pursuant to Section 1.13, and Section 8.04(b(2) no Stockholder shall be obligated to indemnify the Indemnified Parties for any amounts in excess of such Stockholder’s Pro Rata Portion of the Merger Consideration. No Stockholder shall have any right of contribution, indemnification or right of advancement from the Surviving Corporation or Parent with respect to any Loss claimed by an Indemnified Party. Notwithstanding anything to the contrary contained herein, the limitations of this Article VII shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy claims sounding 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 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 VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) Seller and SED The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a7.02(a) or Section 7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(a) or Section 7.03(a), as the case may be, exceeds One Hundred Fifty Thousand Dollars ($500,000 150,000) (the “Basket”), in which event Seller the Indemnifying Party shall be required to pay or be liable for all such Losses from the first dollardollar without regard to the Basket. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 7.02(a) or Section 7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed Five Thousand Dollars ($5,000) (which Losses shall not be counted toward the Basket). (b) The aggregate amount of all Losses for which Seller and SED an Indemnifying Party shall be liable pursuant to Section 8.02(a7.02(a) or Section 7.03(a), as the case may be, shall not exceed 100% Two Million Three Hundred Thousand Dollars ($2,300,000), provided, however, with respect to breaches of Section 3.27(c), 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 the Seller will be liable pursuant to Section 8.03(a) shall not exceed the Cap.Purchase Price and Seller shall not be liable for any such individual or series of related Losses which do not exceed Five Thousand Dollars ($5,000) (c) 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 (i) Losses based upon, incurred in connection with or arising out of, with respect to from any breach of or by reason of any inaccuracy in any Fundamental Representation; (ii) Losses incurred in connection with or breach arising from any Policy Default; or (iii) in the case of any representation fraud or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05intentional misrepresentation. (d) Payments by an Indemnifying Party 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 actually received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts (which shall not include bringing a lawsuit or arbitration proceeding against any insurer) to recover under applicable insurance policies for any Losses prior to being entitled to indemnification under this Agreement; provided, however, that the Indemnified Party shall still be entitled to assert a claim for indemnification prior to attempting to so recover under applicable insurance policies, and such claim shall not, therefore, be barred by any subsequent expiration of the applicable survival period. In the event the Indemnified Party recovers proceeds or benefits under any insurance policy relating to a Loss after it receives payment or other credit from the Indemnifying Party under this Agreement with respect to such Loss, then the Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or credit provided by such Indemnifying Party in connection with such Loss up to (i) the amount of such payment or credit or (ii) the amount of such insurance proceeds or benefits, whichever is less, in either case, net of any expenses or costs incurred by the Indemnified Party by reason of making such claim or collecting such amount. (e) 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 such Indemnified Party reasonably expects to, or does, give rise thereto. (f) For purposes of determining the amount of Losses for which a Person is entitled to indemnification under this ARTICLE VIIIArticle VII, and for determining whether a representation, warranty or covenant has been breached, the parties hereto agree to disregard all qualifications and exceptions contained in any inaccuracy in representations, warranties or breach of any representation or warranty shall be determined without regard covenants relating to any materiality, Company Material Adverse Effect or other words of similar qualification contained in or otherwise applicable to such representation or warrantyimport.

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

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Cedent shall not be liable obligated to indemnify and hold harmless the Buyer Indemnitees for indemnification Reinsurer Indemnified Parties under Section 8.02(a5(d)(ii)(y) of this Article VIII (i) with respect to any claim or claims based on substantially similar facts, events or circumstances, unless such claim or claims involve Indemnifiable Losses in excess of $50,000 (the “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which Cedent is responsible under clause (ii) below), and (ii) unless and until the aggregate amount of (x) all Indemnifiable Losses in respect of indemnification the Reinsurer Indemnified Parties under such Section 5(d)(ii)(y) plus (y) all Indemnifiable Losses of the Reinsurer Indemnified Parties under Section 8.02(a7.2(a)(i) of the Master Agreement exceeds $500,000 1,050,000 for all Indemnifiable Losses (the “BasketDeductible”), in at 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 point Cedent shall be liable pursuant to the Reinsurer Indemnified Parties for the value of such claims under Section 8.02(a5(d)(ii)(y) shall not exceed 100% that is in excess of the nominal value of Deductible, subject to the Purchase Price limitations set forth in this section. The maximum aggregate liability of Cedent to the Reinsurer Indemnified Parties for any and all Indemnifiable Losses under Section 2.02 (as adjusted pursuant 5(d)(ii)(y) shall be an amount equal to Section 2.04) (the “Cap”)$25,000,000. (b) Buyer and DSS No Reinsurer Indemnified Person shall not be liable entitled to indemnification with respect to any particular Indemnifiable Loss under Section 5(d)(ii) to the Seller Indemnitees for indemnification under Section 8.03(a) until extent the aggregate amount related damages, losses, liabilities, obligations, costs, or expenses were included in the calculation 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 Adjusted Initial Ceded Total Reserves (as defined and finally calculated pursuant to Section 8.03(a) shall not exceed the CapMaster Agreement). (c) Notwithstanding In the foregoingevent a claim or any Action for indemnification under this Section 5 of Article VIII has been finally determined, the limitations set forth amount of such final determination shall be paid (i) if the indemnified party is a Reinsurer Indemnified Person, by Cedent to the Reinsurer Indemnified Person and, (ii) if the indemnified party is a Cedent Indemnified Person, by Reinsurer to the Cedent Indemnified Person, in each case on demand by wire transfer of immediately available funds to an account designated by Cedent or Reinsurer, as applicable. A claim or an Action, and the liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon5 of Article VIII when the Parties have so determine by mutual agreement or, arising out ofif disputed, when a final order, judgment, or decree of any Governmental Authority has been entered into with respect to such claim or action or an award is rendered 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 arbitral tribunal. (d) For purposes Notwithstanding anything contained in this Agreement to the contrary, in the event that any fact, event, or circumstance that results in an adjustment under Section 2.4 of the Master Agreement would also constitute a breach of or inaccuracy in any of Cedent’s representations or warranties made in Section 5(a) of this ARTICLE Article VIII of this Agreement, Cedent shall have no obligation to indemnify any Reinsurer Indemnified Person with respect to such breach or inaccuracy to the extent such indemnification would result in a duplicate recovery. (e) Reinsurer acknowledges and agrees that, except with respect to causes of action arising out from actual fraud, its sole and exclusive remedy at law or equity with respect to the matters subject to indemnification pursuant to Section 5(d)(ii) of this Article VIII, any inaccuracy regardless of the legal theory under which the relevant liability or obligation may be sought to be imposed, whether sounding in contract or breach of any representation in tort, whether at law or warranty in equity, or otherwise, shall be determined without regard pursuant to any materiality, Company Material Adverse Effect or other similar qualification contained the provisions set forth in or otherwise applicable to such representation or warrantythis Article VIII.

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 and SED 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), as the case may be, in each case other than with respect to (i) breaches of Fundamental Representations and (ii) claims involving fraud or intentional misrepresentation, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) or Section 8.03(a) exceeds $500,000 one-half percent (0.5%) of the Purchase Price (the “BasketDeductible”), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 8.02(a) or Section 8.03(a), in each case other than with respect to claims involving fraud or intentional misrepresentation, as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $25,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which Seller and SED an Indemnifying Party shall be liable pursuant to Section 8.02(a) or Section 8.03(a), as the case may be, in each case other than with respect to (i) breaches of Fundamental Representations and (ii) claims involving fraud or intentional misrepresentation, shall not exceed 100% of the nominal value one and one-half percent (1.5%) 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 CapPrice. (c) Notwithstanding Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the foregoingamount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the limitations set forth Indemnified Party in Section 8.04(a) and Section 8.04(b) respect of any such claim, net of any costs of such recovery or increased premiums with respect thereto. The Indemnified Party shall not apply use its commercially reasonable efforts to Losses based uponrecover under indemnity, arising out ofcontribution or other similar agreements for any Losses, keep Seller reasonably informed with respect to or by reason the status of such efforts, and, in the event any such Losses are so recovered from third parties (other than the Buyer’s representation and warranty insurance policy) following the receipt of any inaccuracy in or breach indemnification payments from an Indemnifying Party, the Indemnified Party shall refund to the Indemnifying Party any such duplicative recovery, net 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 cost of obtaining such recovery. (d) For In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive damages except to the extent awarded by a court of competent jurisdiction in connection with a Third Party Claim. (e) Notwithstanding anything in this Agreement to the contrary, for purposes of the parties indemnification obligations under this ARTICLE Article VIII, all of the representations and warranties set forth in this Agreement that are qualified as to “material,” “materiality,” “material respects,” “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without any inaccuracy in or such qualification for purposes of determining (i) whether a breach of any such representation or warranty shall be determined without regard has occurred, and (ii) the amount of Losses resulting from, arising out of or relating to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such breach of representation or warranty. (f) Subject to limitations set forth in this Section 8.04, any indemnification payments payable by Seller hereunder shall be made (i) first, by release of any Indemnity Escrow Amount in accordance with the Escrow Agreement, and (ii) after no amounts are remaining in escrow, by payment from Seller directly.

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 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) Seller and SED Except as otherwise expressly set forth herein, Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.02(a) or 9.02(b) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.02(a) or 9.02(b) exceeds $500,000 250,000.00 (the “Basket”), in which event Seller Sellers shall be required to pay or only be liable for all any such Losses in excess of the Basket. Representations and warranties in ARTICLE IV that are qualified by the terms “material” or “Material Adverse Effect”, or other terms of similar impact or effect, other than the representations and warranties in Section 4.13(b) in which such terms shall remain in effect and shall not be read as if such words were deleted, shall be read without regard to such terms (i.e., as if such words were deleted from such representation or warranty), and if the first dollar. The Losses in respect of any breach of any such representation and warranty (as so modified) do not exceed $25,000.00, such Losses will not count toward the Basket or otherwise be indemnified; provided that, if the aggregate amount of all such Losses for exceeds $100,000.00, then only such Losses in excess of $100,000.00 shall count toward the Basket, and towards indemnification of Losses once the Basket is exceeded. Notwithstanding anything in this Agreement to the contrary, Losses arising from Seller’s breach of any Fundamental Representation or Section 4.22, or Section 6.06, or Buyer’s payment of a Specified Seller Liability, or which Seller and SED shall be liable pursuant to Section 8.02(a) arise as a result of any Special Environmental Losses, shall not exceed 100% of be subject to the nominal value of the Purchase Price Basket or any other limitation set forth in this Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”9.04(a). (b) Buyer and DSS shall not be liable to the Seller Indemnitees Indemnities 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) with regard to breaches of the representations set forth in Sections 5.03 and 5.05 exceeds the Basket, in which event Buyer shall be required to pay or only be liable for all any 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. (c) Except as otherwise expressly set forth herein, the aggregate amount of Losses required to be paid by Sellers pursuant to Section 7.03 and Sections 9.02(a) and 9.02(b) shall not exceed an aggregate amount equal to (i) the Escrow Amount plus (ii) the Buyer Stock that was issued to Health KP, LLC pursuant to the Securities Purchase Agreement, dated August 1, 2014, between Health KP, LLC and Buyer (the “Cap”). 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 from either Seller’s breach of any representation Fundamental Representation or warranty in Section 3.016.06, Section 3.03or Buyer’s payment of a Specified Seller Liability, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05shall not be subject to the Cap. (d) For all purposes of this ARTICLE VIIIIX, any inaccuracy in or breach Losses shall be net of any representation third party insurance proceeds or warranty shall be determined without regard to any materialityindemnity, Company Material Adverse Effect contributions or other similar qualification contained payment actually paid to the Indemnified Party or its Affiliates in or otherwise applicable connection with the facts giving right to the right of indemnification. For the avoidance of doubt, an Indemnified Party shall be under no obligation to mitigate such Indemnified Party’s Losses. (e) In any case where a Buyer Indemnitee recovers from third Persons any amount in respect of a matter with respect to which Sellers have made an indemnification payment to such representation Buyer Indemnitee pursuant to this Agreement, such Buyer Indemnitee shall promptly pay over to Sellers the amount so recovered (after deducting therefrom the full amount of the expenses incurred by the Buyer Indemnitee in procuring such recovery), and any amount expended by Sellers in pursuing or warrantydefending any claim arising out of such matter, but not in excess of the amount of the indemnification payment previously paid by Sellers to or on behalf of such Buyer Indemnitee in respect of such matter. (f) Notwithstanding anything herein to the contrary, if after the six (6) month anniversary of the Closing Date, Buyer continues to use any advertising, labeling or other marketing materials that are substantially the same as any advertising, labeling or other marketing materials used by the Company or its Subsidiaries prior to the Closing, Buyer shall not have the right to bring any indemnification claim or other claim in respect of such advertising, labeling or other marketing materials. (g) No party shall have any liability under any provision of this Agreement for any punitive, consequential or special damages (including loss of profit or revenue or any multiple of earnings or revenue), except to the extent such damages are payable pursuant to a Third Party Claim. (h) For the purposes of clarity, to the extent that Sellers do not deliver to Buyer 100% of their outstanding Units and Management Incentive Units, Buyer’s sole remedy shall be as set forth in Section 8(c) of the Option 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 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 Seller), Section 3.034.02 (Authority of Seller), Section 3.204.08 (Title to Purchased Assets), Section 3.224.20 (Taxes) and Section 4.22 (Brokers) (the “Seller Fundamental Reps”) or fraud), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds (i) $20,000 with respect to any particular set of facts or circumstances or a series of reasonably related facts or circumstances and (ii) $450,000 in the aggregate, in which event Seller shall be required to pay or be liable for all such Losses in excess of $450,000, subject to Section 8.04(b). (b) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Seller Fundamental Reps or fraud) in excess of $6,000,000 (the “Indemnification Cap”). The maximum liability for Seller under this Agreement for breach of any Seller Fundamental Reps shall be the Purchase Price. (c) 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 (Organization of Buyer and Parent), Section 3.28, Section 4.01 5.02 (Authority of Buyer and Parent) and Section 4.055.04 (Brokers) (the “Buyer Fundamental Reps”) or fraud) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds (i) $20,000 with respect to any particular set of facts or circumstances or a series of reasonably related facts or circumstances and (ii) $450,000 in the aggregate, in which event Buyer shall be required to pay or be liable for all such Losses in excess of $450,000, subject to Section 8.04(d). (d) 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 Buyer Fundamental Rep or fraud) in excess of $6,000,000. The maximum liability for Buyer under this Agreement for breach of any Buyer Fundamental Reps shall be the Purchase Price. (e) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined and any damages related thereto shall be calculated without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The aggregate amount of Losses for which the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall be entitled to indemnification pursuant to this Article VIII shall not exceed the Purchase Price (the “Indemnification Cap”), other than with respect to the following: (x)(i) claims based on breaches in, or inaccuracies of, the Seller Fundamental Representations or the Seller IP Representations, (ii) claims arising under Section 8.02(b) through and SED including 8.02(e), and (iii) claims based on Fraud, criminal activity or willful misconduct of Seller (the claims described in clauses (i), (ii), and (iii), the “Seller Special Indemnification Matters”) and (y)(i) claims based on breaches of the Buyer Fundamental Representations, (ii) claims arising under Sections 8.03(b) through and including 8.03(d), and (iii) claims based on Fraud, criminal activity or willful misconduct of Buyer (the claims described in clauses (i), (ii) and (iii), the “Buyer Special Indemnification Matters”). (b) Seller shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a) 8.02 unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds 8.02 exceed $500,000 100,000 (the “BasketThreshold”), in ) (provided that any individual or series of related Losses 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(ado not exceed $25,000 (“De-Minimis Losses”) shall not exceed 100% be counted towards the Threshold), at which time the Buyer Indemnified Party shall be indemnified for the amount of Losses in excess of the nominal value Threshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Purchase Price set forth in Section 2.02 (as adjusted pursuant Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Buyer Indemnified Party shall be entitled to Section 2.04) (be indemnified for, all Losses arising out of or resulting from the “Cap”). (b) indemnification obligation with respect to Seller Special Indemnification Matters. Buyer and DSS shall not be liable to the Seller Indemnitees Indemnified Parties for indemnification under Section 8.03(a) 8.03 unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) 8.03 exceeds the BasketThreshold (provided that De-Minimis Losses shall not be counted towards the Threshold), in at which event Buyer time the Seller Indemnified Party shall be required indemnified for the amount of Losses in excess of the Threshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Seller Indemnified Party shall be entitled to pay be indemnified for, all Losses arising out of or be liable for all such Losses resulting from the first dollar. The aggregate amount of all Losses for which indemnification obligation with respect to Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the CapSpecial Indemnification Matters. (c) Notwithstanding Payments by the foregoing, the limitations set forth Indemnifying Party (as defined in Section 8.04(a8.05) and Section 8.04(b) shall not apply pursuant to Losses based upon, arising out of, with Article VIII in respect to or by reason of any inaccuracy in or breach Loss shall be limited to the amount of any representation liability or warranty damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (as defined in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.058.05) in respect of any such claim. (d) For purposes Notwithstanding the foregoing, in no event shall the Indemnifying Party be liable to the 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 ARTICLE VIIIAgreement, or any inaccuracy in or breach damages based on any type of multiple except to the extent adjudicated and owed to a third party with respect to a Third Party Claim. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss, including by pursuing insurance claims and claims against third parties, and shall reasonably consult and cooperate with the Indemnifying Party with a view toward mitigating Losses upon becoming aware of any representation event or warranty shall circumstance that would be determined without regard reasonably expected to, or does, give rise to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyLosses.

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

Certain Limitations. The indemnification provided for in aggregate obligation of Saphire Advisors to indemnify the Purchaser Indemnified Parties pursuant to Section 8.02 and Section 8.03 11.2 shall be subject limited to the sum of: (x) $300,000; (y) all interest payable under the Note during the three-month period following limitations: the Closing Date; and (az) Seller all principal payable under the Note for the first six months of amortized payments of principal and SED interest to commence on the seventh month following the Closing Date (such sum hereinafter referred to as the “Cap”); provided, however, that no claims shall be brought in respect of Losses incurred by the Purchaser Indemnified Parties arising from a single incident or occurrence in an amount less than $5,000; provided, further, that none of the limitations set forth in this Section 11.6 shall be applicable to a breach (or an alleged breach) (i) of any representation or warranty set forth in Sections 3.1, 3.2, 3.3, and 3.21, inclusive, or (ii) of any covenant set forth in this Agreement, in respect of any and all of which excluded representations, warranties, and covenants there shall not be liable any cap as otherwise provided above and there shall not be any basket as otherwise provided below; provided, finally, that, the Cap shall be (Y) “dollar-for-dollar” on a cash basis for funds actually paid by Purchaser to Sellers and (Z) “dollar-for-dollar” on an offset basis against the Buyer Indemnitees principal owing under the Note for funds accrued, but not paid during such three- or six-month period, as appropriate. Saphire Advisors shall not be required to provide indemnification under Section 8.02(a) 11.2 unless and until the aggregate amount of all Losses in respect the indemnification obligations of indemnification under Section 8.02(a) Saphire Advisors exceeds $500,000 50,000 (the “Basket”). Once the aggregate amount of the indemnification obligations exceeds the Basket, in which event Seller the Indemnifying Parties shall be required to pay or be liable provide indemnification under this Article 11 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 Basket. Notwithstanding anything to the contrary set forth in this Section 11.6, (a) neither the Basket nor the Cap shall apply to Losses arising out of the Purchase Price fraud of a party hereto or indemnification claims with respect to those representations and warranties set forth in Organization and Good Standing set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer 3.1, Power, Ownership, Authority, 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 Validity set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon3.2, arising out of, with respect to or by reason Title of any inaccuracy in or breach of any representation or warranty Transferred Assets in Section 3.013.10, Taxes set forth in Section 3.033.13, and Brokers set forth in Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.053.21. (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/provisions: (ai) Seller for avoidance of doubt, each Company Shareholder’s liabilities shall be pro rata based on the applicable Closing Consideration each actually receives at Closing (“Pro Rata Share”). (ii) No Company Shareholder shall be liable to the ListCo Indemnitees (x) under Section 8.03(a)(i) for their Pro Rata Share of Losses until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a)(i) exceeds $100,000, in which event Company Shareholders shall be required to pay or be liable for their Pro Rata Share of all such Losses from the first dollar, (y) under Section 8.03(a)(i) for their Pro Rata Share of Losses exceeding, in the aggregate, $2,450,000 and SED (z) under Section 8.03(a)(ii) for their Pro Rata Share of Losses exceeding, in the aggregate, $7,000,000 (or the Closing Consideration, after application of the Holdback Amount, if it is a lesser amount); provided that the foregoing limitations shall not apply in the case of fraud. (iii) ListCo shall not be liable to the Buyer Company Indemnitees for indemnification under Section 8.02(a8.03(b)(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a8.03(b)(i) exceeds $500,000 (the “Basket”)100,000, in which event Seller 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 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”). (biv) Buyer and DSS ListCo shall not be liable to the Seller Company Indemnitees for indemnification under Section 8.03(a8.03(b) until if the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.03(b) exceeds $7,000,000; provided that the Basket, foregoing limitation shall not apply in which the event Buyer shall be required of fraud. (v) The ListCo Indemnitees right 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 indemnification pursuant to Section 8.03(a8.03(b) 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 on account 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 Losses shall be determined without regard to any materiality, Company Material Adverse Effect reduced by all insurance or other similar qualification contained in or otherwise applicable proceeds actually received by the ListCo Indemnitees from third parties to the extent such proceeds are specifically tied to such representation or warrantyLosses (net of deductibles and other costs and expenses actually paid to collect any such proceeds).

Certain Limitations. The party making a claim under this Article VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this Article VI is referred to as the “Indemnifying Party.” The indemnification obligations 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 The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a6.02(a) or Section 6.03(a) exceeds $500,000 one percent (1%) of the Purchase Price (the “BasketDeductible”), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all such Losses from in excess of the first dollar. Deductible. (b) The aggregate amount of all Losses for which Seller and SED an Indemnifying Party shall be liable pursuant to Section 8.02(a6.02(a) or Section 6.03(a), as the case may be, shall not exceed 100% of the nominal value fifteen percent (15%) of the Purchase Price; provided, that the foregoing limitation shall not apply to the Seller’s right to receive the full amount of the Purchase Price, including the full principal amount of the Delayed Purchase Price set forth and any interest accrued thereon in accordance with the terms of this Agreement; provided, further, that the foregoing limitation shall not apply to Losses attributable to intentional fraud or any inaccuracy in or breach of any of the representations or warranties of Seller contained 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 Cap3.07. (c) Notwithstanding 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 foregoingbreach or alleged breach of this Agreement, the limitations set forth in Section 8.04(aor diminution of value or any damages based on any type of multiple. (d) and Section 8.04(b) Seller shall not apply to be liable under this Article VI for any Losses based upon, upon or arising out of, with respect to or by reason of any inaccuracy in or breach of any representation of the representations or warranty warranties of Seller contained in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing. (de) For purposes of this ARTICLE VIII, any inaccuracy in or breach The amount of any representation or warranty Losses for which an Indemnified Party is entitled to indemnity under this Article VI shall be determined without regard to any materiality, Company Material Adverse Effect reduced by the amount of insurance proceeds actually received by the Indemnified Party or other similar qualification contained in or otherwise applicable its Affiliates with respect to such representation Losses (net of any collection costs, and excluding the proceeds of any insurance policy issued or warrantyunderwritten by the Indemnified Party or its Affiliates).

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 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 30,000 (the “Basket”), in which event Seller and 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) $600,000 (the “Cap”). (b) The aggregate amount of all Losses for which Seller and the Stockholders shall be liable pursuant to Section 8.02(c) shall not exceed $600,000 (the “IP Cap”). This amount is separate and in addition to amount of Seller’s and the Stockholders’ indemnification obligation under Section 8.02(a). If an indemnification claim by a Buyer Indemnitee could relate to either Section 8.02(a) or 8.02(c), it shall be deemed to be made under both Section 8.02(a) or 8.02(c), and DSS Buyer shall have the right to determine during or at the conclusion of the resolution of the indemnification claim which Section it shall be deemed to have been indemnified under. (c) No claims for indemnification under Section 8.02(c) may be made after the second annual anniversary of the Closing Date. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from a Buyer Indemnified Party to Seller prior to the second annual anniversary of the Closing Date shall survive until finally resolved. (d) Buyer 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. (ce) Notwithstanding the foregoing, (i) the limitations set forth in Section 8.04(a) and Section 8.04(b8.04(d) 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 3.203.19, Section 3.22, Section 3.28, Section 4.01 3.22 and Section 4.05. 4.01, and (dii) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty the maximum amount the Seller and the Stockholders shall be determined without regard required to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable pay under Section 8.02 shall be such amount of the Purchase Price as has been actually paid to such representation or warrantySeller by Buyer.

Certain Limitations. The party making a claim under this ARTICLE IX is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this ARTICLE IX (including, for the avoidance of doubt, the Escrow for a claim made by a Buyer Indemnified Party) is referred to as the “Indemnifying Party”. 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 Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a9.02(a), Section 9.02(b) and Section 9.02(c), on the one hand, or Section 9.03(a) on the other hand, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.02(a), Section 9.02(b) and Section 9.02(c), on the one hand, or Section 9.03(a), on the other hand, exceeds $500,000 25,000 (the “BasketDeductible”), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all such Losses from in excess of the first dollar. Deductible; provided, however, that the Deductible shall not be applicable with respect to breaches of the Fundamental Representations. (b) The aggregate amount of all Losses for which Seller and SED an Indemnifying Party shall be liable pursuant to this Agreement, including Section 8.02(a9.02(a), Section 9.02(b) and Section 9.02(c), on the one hand, or Section 9.03(a), on the other hand, shall not exceed 100% of an amount equal to the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) Escrow Amount (the “Cap”). (b) Buyer . Without limiting the foregoing, Seller’s, Warrant Holders’ and DSS the Trustee’s liability in all cases following the Closing is limited to amounts remaining available under the Escrow Amount then remaining in the Escrow, and the sole source of payment for any indemnification obligation of Seller and Warrant Holders shall not be liable the escrow fund pursuant 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 CapEscrow Agreement. (c) Notwithstanding anything to the foregoing, the limitations contrary set forth in this Section 8.04(a) and Section 8.04(b) 9.04 or otherwise set forth in this ARTICLE IX, the Deductible shall not apply be applicable to Losses based upon, arising out of, with respect to fraud or by reason of any inaccuracy in willful or intentional breach of any 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 4.05made by Seller. (d) For Payments by, or on behalf of, an Indemnifying Party pursuant to Section 9.02 or Section 9.03 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 (or the Company) in respect of any such claim. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent any Indemnified Party may become obligated for such damages as a result of a Third-Party Claim. (f) The Parties agree that for purposes of determining Losses pursuant to this ARTICLE VIIIIX, any inaccuracy in or breach of any representation or warranty shall be determined without regard all qualifiers with respect to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantywarranty shall be disregarded. (g) No Indemnified Party shall be entitled to recover more than once from an Indemnifying Party for matters based on the same inaccuracy or breach.

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 Shareholder 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 “Basket”), in which event Seller and the Shareholder 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 Shareholder 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 CapPurchase Price. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any of Seller’s 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 4.054.04 or (ii) any Fraud, gross negligence or willful misconduct. (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 actually received by the Indemnified Party (or the Company) in respect of any such claim. (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 actually realized as a result of such Loss by the Indemnified Party. (f) For purposes of determining the amount of Losses under this ARTICLE VIII, VIII (and not for determining whether or not any inaccuracy in or breach of any representation or warranty shall be determined without regard to has occurred), any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantythe representations and warranties shall be disregarded.

Certain Limitations. The indemnification provided for in Section 8.02 10.2 and Section 8.03 10.3 shall be subject to the following limitations: (a) Seller and SED The Indemnifying Securityholders shall not be liable to the Buyer Purchaser Indemnitees with respect to any claim for indemnification under Section 8.02(a10.2(a) (i) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a10.2(a) exceeds $500,000 7,600,000 (the “BasketDeductible”), in which event Seller the Indemnifying Securityholders shall be required to pay or be liable for all such Losses in excess of the Deductible and (ii) unless such claim is for Losses in an amount in excess of $50,000; provided, however, that the foregoing limitations shall not apply (x) to Losses based upon or arising from any inaccuracy in or breach of the first dollarFundamental Representations or (y) in the event of Fraud. The aggregate amount of all Losses for which Seller and SED the Indemnifying Securityholders shall be liable pursuant to Section 8.02(a10.2(a)-(e) shall not exceed 100% the Indemnity Escrow Amount; provided, that with respect to Losses based upon or arising from any inaccuracy in or breach of the nominal value Fundamental Representations, the maximum aggregate Liability of the Purchase Price Indemnifying Securityholders shall not exceed the cash portion of the Base Merger Consideration and shall include only those Losses not covered under any R&W Insurance Policy. The aggregate amount of all Losses for which the Indemnifying Securityholders shall be liable pursuant to Section 10.2(f) shall not exceed the Sequoia Matter Escrow Amount. For the avoidance of doubt, the limitations set forth in this Section 2.02 (as adjusted pursuant 10.4 shall not apply to Section 2.04) (Losses arising under the “Cap”)representations and warranties of any Stockholder contained in the Written Consent or any Letter of Transmittal or any Option Holder in any Option Surrender Letter. (b) Buyer Purchaser and DSS the Surviving Corporation shall not be liable to the Seller Stockholder Indemnitees for indemnification under Section 8.03(a10.3(a) (i) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a10.3(a) exceeds the BasketDeductible, in which event Buyer Purchaser shall only be required to pay or be liable for all such Losses from in excess of the first dollar. The aggregate Deductible and (ii) unless such claim is for Losses in an amount in excess of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed $50,000; provided, however, that the Cap. (c) Notwithstanding the foregoing, the foregoing limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, upon or arising out of, with respect to or by reason of from any inaccuracy in or breach of any representation or warranty in Section 3.014.1, Section 3.034.3(a), Section 3.204.3(b), Section 3.22, Section 3.28, Section 4.01 4.5 and Section 4.054.7 or in the event of Fraud. The aggregate amount of all Losses for which Purchaser and the Surviving Corporation shall be liable pursuant to Section 10.3 shall not exceed the Indemnity Escrow Amount. (c) In calculating the amounts payable to any Indemnified Party pursuant to Section 10.2 or Section 10.3, the amount of the indemnified Losses shall not be duplicative of any other Loss for which an indemnification claim has been made, and shall be computed net of any reduction in such Indemnified Party’s income Tax liability actually realized (or to be realized) as a decrease in cash Taxes payable by the Indemnified Party (or any Affiliate thereof) in any taxable period ending prior to or that includes the date of such indemnification payment, calculated on a with and without basis, and (ii) any amounts recovered by the Indemnified Party under insurance policies (including, without limitation, any R&W Insurance Policy) or from other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement) or otherwise with respect to such Losses. The Purchaser Indemnitees shall use their best efforts to pursue any available insurance policies or collateral sources, and in the event the Purchaser Indemnitees receive any recovery, the amount of such recovery shall be applied first, to refund any payments made by the Indemnifying Parties in respect of indemnification claims pursuant to this ARTICLE 10 which would not have been so paid had such recovery been obtained prior to such payment, and second, any excess to the Purchaser Indemnitees. (d) For purposes The Indemnifying Securityholders’ obligation to indemnify the Purchaser Indemnitees for Losses pursuant to Sections 10.2(a)-10.2(e) shall, and with respect to Section 10.2(a), after the Deductible has been fully utilized, be satisfied solely and exclusively from the then remaining the Indemnity Escrow Fund, and in no event shall the Purchaser Indemnitees be entitled to recover more than the amount of funds available in the Indemnity Escrow Account pursuant to Sections 10.2(a)-10.2(e) in the aggregate. Notwithstanding anything to the contrary contained in this Agreement, in respect of any and all claims for indemnification resulting from the Sequoia Matter, (i) the Purchaser Indemnitees may recover solely from the Sequoia Matter Escrow Account, and in no event shall a Purchaser Indemnitee be entitled to recover any amounts directly from any Indemnifying Securityholder, and (ii) under no circumstances will the Purchaser Indemnitees be entitled to recover, individually or in the aggregate, any amounts in excess of the balance of the Sequoia Matter Escrow Account. (e) Purchaser acknowledges and agrees that it is entitled to seek indemnification for the same Loss only once under this ARTICLE VIII, any inaccuracy 10 even if a claim for indemnification in or respect of such Loss has been made as a result of a breach of more than one representation, warranty, covenant or agreement contained in this Agreement; and (f) In no event shall a Purchaser Indemnitee be entitled to indemnification pursuant to this ARTICLE 10 with respect to a specific Loss to the extent such Loss is (i) clearly and separately reserved for on the face of the Latest Balance Sheet (it being understood and agreed, however, that the Purchaser Indemnitees shall receive indemnification for any representation Losses in excess of such specific reserve, subject to the other limitations set forth herein) or warranty shall be (ii) is included in the calculation of the Final Merger Consideration, as finally determined without regard in accordance with Section 2.12 including any such Loss that is related to any materiality, Company Material Adverse Effect reserve or other similar qualification item included in such calculation. (g) Notwithstanding anything herein to the contrary, the Indemnifying Securityholders shall not be liable for any Taxes with respect to any Post-Closing Tax Period for which the Company or any of its Subsidiaries is liable. Notwithstanding anything contained in herein to the contrary, after the Closing, on the date that the Indemnity Escrow Fund or otherwise applicable the Sequoia Matter Escrow Fund is reduced to such representation zero, the Purchaser Indemnitees shall have no further rights to indemnification under Sections 10.2(a)-10.2(e) or warrantySection 10.2(f), respectively.

Certain Limitations. The party making claim under this Section 10 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Section 10 is referred to as the “Indemnifying Party.” The indemnification provided for in Section 8.02 10.2 and Section 8.03 10.3 shall be subject to the following limitations: (a) Seller and SED The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a10.2(a) (other than with respect to the Company Fundamental Representations) or Section 10.3 (other than with respect to the Parent Fundamental Representations), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a10.2(a) or Section 10.3 (other than with respect to the Company Fundamental Representations or Parent Fundamental Representations, as applicable) exceeds $500,000 (the “Basket”)1,000,000, in which event Seller the Indemnifying Party 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 of the Company shall be liable pursuant to Section 8.02(a) 10.2 shall not exceed 100% the Cap and with respect to each stockholder of the nominal value Company shall not exceed such stockholder’s pro rata share 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 dollarHoldback Shares. The aggregate amount of all Losses for which Buyer the Parent shall be liable pursuant to Section 8.03(a) 10.3 shall not exceed the Cap. (c) . Notwithstanding the foregoinganything set forth above in this Section 10.3(a), none of the limitations set forth in this Section 8.04(a10.3 (a) and Section 8.04(b) shall not will apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in fraud, intentional misrepresentation or willful 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 4.05by the Indemnifying Party. (db) For purposes of this ARTICLE VIIISection 10, the amount of Losses for which any inaccuracy in or breach of any representation or warranty Indemnified Party is entitled to indemnification pursuant to this Section 10 shall be determined without regard to any materiality, Company Material Adverse Effect, Parent Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (c) Payments pursuant to this Section 10 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 by the Indemnified Party in respect of any such claim. (d) 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 as reasonably necessary to remedy the breach that gives rise to such Loss.

Certain Limitations. The Person making a claim for indemnification pursuant to this Article 9 is referred to as the “Indemnified Party” and the party against whom such claims are asserted is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 and Section 8.03 herein shall be subject to the following limitations: (a) No Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be entitled to require payment in respect of any Loss pursuant to the indemnities contained in Section 9.2(a) or Section 9.3(a), as applicable (other than claims for Losses relating to a Fundamental Representation, claims for Losses relating to the representations and SED warranties set forth in Sections 6.1, 6.2, 6.3, 6.4 or 7.18(f), or claims arising from fraud), and no Seller or Buyer, as applicable, shall not be liable for any indemnity payment thereunder (other than claims for Losses relating to a Fundamental Representation, claims for Losses relating to the Buyer Indemnitees for indemnification under Section 8.02(arepresentations and warranties set forth in Sections 6.1, 6.2, 6.3, 6.4 or 7.18(f), or claims arising from fraud) until unless: (i) the amount finally agreed or adjudicated of any such individual Loss exceeds $250,000 (the “De Minimis Amount”); and (ii) either alone or together with the aggregate amount of all Losses finally agreed or adjudicated to be payable 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 other Losses for which the Buyer Indemnified Parties or Seller and SED shall Indemnified Parties, as applicable, would otherwise be liable pursuant entitled to Section 8.02(a) shall not exceed 100require payment under such indemnities, such aggregate Loss exceeds 1% of the nominal value of the Base Purchase Price set forth in Section 2.02 (as finally adjusted pursuant to Section 2.04) 4.4 (the “CapDeductible”), provided, however, that any individual Loss used to calculate the Deductible shall be no less than the De Minimis Amount (it being agreed and understood that if any individual Loss equals or exceeds the De Minimis Amount, the full amount of such Loss shall be applied to and considered for the Deductible). Once the Deductible has been exceeded, the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall only be entitled to require payment on such indemnities on the portion of the aggregate Losses that exceeds the Deductible. (b) Buyer The Sellers shall be jointly and DSS shall not be severally liable for any Losses pursuant to the Seller Indemnitees for indemnification under indemnities contained in 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 9.2. The Buyers shall be required to pay or be jointly and severally liable for all such any Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to the indemnities contained in Section 8.03(a) shall not exceed the Cap9.3. (c) Notwithstanding any provision in this Agreement to the foregoing, contrary: (i) the limitations set forth in maximum aggregate liability of Sellers pursuant to Section 8.04(a9.2(a) and Section 8.04(b(other than claims for Losses relating to a breach of a Fundamental Representation or claims arising from fraud) shall not apply exceed 20% of the Base Purchase Price as finally adjusted pursuant to Section 4.4, and (ii) Sellers aggregate liability pursuant to Section 9.2(a) (other than claims for Losses based upon, relating to a Fundamental Representation or claims arising out of, with from fraud) and in respect of Excluded Liabilities relating to or by reason of the Bald Mountain Exploration Business shall not in any inaccuracy in or breach of any representation or warranty in event exceed the Base Purchase Price as finally adjusted pursuant to Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.054.4. (d) Notwithstanding any provision in this Agreement to the contrary Buyers’ aggregate liability pursuant to Sections 9.3(a) and Section 9.3(b) shall in no event exceed the Base Purchase Price as finally adjusted pursuant to Section 4.4. (e) For purposes of this ARTICLE VIIISection 9.4: (i) Losses arising out of separate sets of facts, matters or circumstances will not be treated as an individual Loss, even if each set of facts, matters or circumstances may be a breach of the same representation and warranty; and (ii) Losses of the same or similar nature arising out of the same or similar facts, matters and circumstances will be treated as an individual Loss. (f) Each of the parties agrees to take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss that would be indemnifiable hereunder upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto. (g) Where an Indemnified Party is, or would be likely to be, entitled to recover or be compensated or indemnified by another Person, whether by way of contract, indemnity or otherwise (including under a policy of insurance), any inaccuracy amount in respect of a claim made by the Indemnified Party, the Indemnified Party shall promptly notify the Indemnifying Party of such right or breach entitlement, take all commercially reasonable steps to seek recovery of any representation or warranty that amount and keep the Indemnifying Party at all times fully and promptly notified of the status of such recovery. The amount of the claim by the Indemnified Party shall be determined without regard reduced by any amount actually recovered by the Indemnified Party (net of all reasonable out of pocket costs and expenses incurred in doing so and any Tax paid or payable on the amount recovered). (h) If, after an Indemnifying Party has made a payment in respect of a claim, an Indemnified Party recovers from or is paid by another person any amount in respect of the Loss that gave rise to the claim, the Indemnified Party shall promptly, and in any materialityevent within 10 Business Days, Company Material Adverse Effect pay to the Indemnifying Party, the lesser of (i) the amount of the Loss that was recovered or other similar qualification contained paid and (ii) the amount paid by the Indemnifying Party to the Indemnified Party in respect of the claim, in either case net of all reasonable out of pocket costs and expenses incurred in obtaining the recovery or otherwise applicable to payment and any Tax paid or payable as a result of receiving such representation recovery or warrantypayment.

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 and SED Except with respect to Fundamental Representations, the Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 900,000 (the “BasketDeductible”), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The Except with respect to Fundamental Representations, with respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 8.02(a), the Indemnifying Party shall not be liable for any individual Loss or series of related Losses with respect to a particular inaccuracy or breach of a representation or warranty arising out of the same event or circumstance which do not exceed $10,000 in the aggregate (which Losses shall not be counted toward the Deductible). (b) Except with respect to Fundamental Representations, the aggregate amount of all Losses for which Seller and SED an Indemnifying 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 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable $9,000,000. With respect to the Seller Indemnitees for indemnification under Section 8.03(a) until Fundamental Representations, 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 an Indemnifying Party shall be liable pursuant to Section 8.03(a8.02(a) shall not exceed the CapPurchase Price, adjusted as provided in this Agreement. (c) Notwithstanding Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the foregoingamount of any Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or similar payment actually received by the Indemnified Party (or the Company or Enterprises if Buyer is the Indemnified Party) in respect of any such claim (net of all Losses incurred to recover such insurance proceeds or indemnity, contribution or similar payment). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any Losses (as applicable), provided that the Indemnified Party shall have no obligation to commence or otherwise participate in any Action with respect thereto or to use any efforts to seek any indemnity, contribution or similar payment (other than under an insurance policy). (d) Except to the extent awarded to a third party in a Third Party Claim for which the Indemnified Party is otherwise entitled to indemnification under this Article VIII, in no event shall any Indemnifying Party be liable for any punitive damages as a result of a breach of this Agreement. (e) Each Indemnified Party shall take all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that gives rise thereto and the right to indemnification hereunder, in each case, to the extent required by applicable Law. (f) No claim for indemnification may be asserted against either party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is provided to such party on or prior to the date on which the representation, warranty, covenant or agreement on which such claim is based ceases to survive as set forth in Section 8.01. (g) The limitations set forth in subclauses (a) and (b) of this Section 8.04 do not in any way limit the obligation of any Indemnifying Party to indemnify any Indemnified Party from and against any Losses arising from any breach of a covenant, even if such breach also constitutes a breach of a representation or warranty. Without limitation, the obligations of the Stockholders to indemnify the Buyer Indemnified Parties from and against all Losses for which the Buyer Indemnified Parties are entitled to indemnification under subclause (b), (c), (d), (e), (f), (g), (h), (i) or (j) of Section 8.02 shall be unaffected by the limitations set forth in Section 8.04(asubclauses (a) and (b) of this 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 4.058.04. (dh) For purposes Indemnification for the matters described in Item 4 of this ARTICLE VIII, any inaccuracy in or breach Section 8.02(j) of any representation or warranty the Disclosure Schedules shall be determined without regard limited to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantythe extent set forth therein.

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 Except in the Buyer Indemnitees case of Fraud, all Losses in excess of the Cap for indemnification claims under Section 8.02(a) until and Section 8.02(e) shall be satisfied exclusively under the aggregate amount R&W Insurance Policy, with no further recourse against the Company Indemnifying Parties or any Affiliates thereof. Parent hereby acknowledges and agrees that, except in the case of all Losses in respect Fraud, the sole source of recovery for indemnification claims under Section 8.02(a) exceeds $500,000 (and Section 8.02(e) for Losses in excess of the “Basket”), in which event Seller Cap incurred or sustained by or imposed upon the Parent Indemnitees 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 R&W Insurance Policy. (b) Subject to Section 8.03(a) above and Section 8.08, the aggregate liability of the Company Indemnifying Parties under Section 8.02(a) and Section 8.02(e) 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) $2,600,000 (the “Cap”). (b) Buyer and DSS shall not be liable to , except in the Seller case of Fraud by any Company Indemnifying Party. For clarity, the sole source of recovery of the Parent Indemnitees for any Losses in excess of the Cap with respect to indemnification claims under Section 8.03(a8.02(a) until the aggregate amount of all Losses in respect of indemnification under and Section 8.03(a8.02(e) 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 CapR&W Insurance Policy. (c) Notwithstanding If and to the foregoingextent any of the Company Indemnifying Parties are liable directly for claims under Section 8.02, the limitations set forth in each Company Indemnifying Party shall only be liable for its Pro Rata Share of any such claim, and with respect to claims under Section 8.04(a8.02(a) and Section 8.04(b) 8.02(e), each Company Indemnifying Party shall not apply only be liable for its Pro Rata Share of any such claim up to Losses based uponthe Cap, arising out ofexcept in the case of Fraud by any Company Indemnifying Party. For clarity and notwithstanding anything to the contrary herein, any amounts offset against Tax Refunds with respect to or by reason of any inaccuracy in or breach of any representation or warranty Taxes described in Section 3.018.02(e) pursuant to Section 6.03 shall not be considered recovery for Losses with respect to claims under Section 8.02(e) and thus, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05shall not be subject to the Cap. (d) For purposes of this ARTICLE Article VIII, the determination of whether there has been any inaccuracy in or breach of any representation the representations or warranty warranties of the Company in this agreement or the amount of a Loss entitled to indemnification hereunder shall each be determined made without regard giving effect to any qualification in the representations and warranties of the Company Indemnifying Party by materiality, Company in all material respects, Material Adverse Effect or words of similar effect. (e) The amount of any Losses recoverable by Parent Indemnitees pursuant to Section 8.02 will be reduced by the amounts actually recovered by Parent Indemnitees under any applicable insurance policies, contractual rights and the amount of indemnification and other payments recovered or recoverable by Parent Indemnitees under any applicable indemnification agreements or similar qualification contained in rights as a result of the facts that entitled the Parent Indemnitees to recover pursuant to Section 8.02. Each Parent Indemnitee agrees to make all claims and to collect any amounts recoverable under applicable insurance policies (other than self-insurance policies), indemnification agreements, contracts and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements, contracts and similar rights for all Losses to the extent such Losses are covered by any insurance policy, indemnification agreement, contract or otherwise applicable similar right of such Parent Indemnitee. In the event that an insurance or other recovery is made by any Parent Indemnitee with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to the Company Indemnifying Parties. (f) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE PARENT INDEMNITEES WILL NOT BE ENTITLED TO RECOVER OR ASSERT ANY CLAIM FOR INDEMNIFICATION UNDER THIS ARTICLE VIII WITH RESPECT TO, NOR WILL THE INDEMNIFIABLE LOSSES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE EXEMPLARY OR PUNITIVE LOSSES, OTHER THAN ANY SUCH LOSSES RESULTING FROM PAYMENTS TO THIRD PARTIES IN CONNECTION WITH ANY OTHERWISE INDEMNIFIABLE LOSS HEREUNDER. (g) The Parent Indemnitees will not be entitled to recover any Losses relating to any matter arising under, or any facts and circumstances relating to or arising out of, a provision of this Agreement to the extent that the Parent Indemnitees have already recovered Losses with respect to such representation matter pursuant to another provision of this Agreement. If a state of facts exists that would allow a Parent Indemnitee to seek recovery under both Section 8.02(a) and Section 8.02(b) then such Parent Indemnitee only may seek recovery for Losses under Section 8.02(a). In calculating amounts payable to any Parent Indemnitee hereunder, the amount of any Losses will be determined without duplication of any other Losses for which an indemnification claim has been made under any other representation, warranty, covenant or warrantyagreement. (h) Notwithstanding as otherwise provided herein, in no event shall any Company Indemnifying Party be liable for Losses under Section 8.02 in excess of the aggregate value of the Merger Consideration actually received by such Company Indemnifying Party (net of any amounts withheld from such Company Indemnifying Party pursuant to applicable Legal Requirements), other than as a result of such Company Indemnifying Party’s Fraud.

Certain Limitations. The party making a Claim under this Article VI is referred to as the “Indemnified Party”, and the party against whom such Claims are asserted under this Article VI is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 and Section 8.03 this Article VI shall be subject to the following limitations: (a) Seller and SED Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Party shall not be liable to the Buyer Indemnitees any Indemnified Party for indemnification under Section 8.02(a) unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.02(aexceeds, in the aggregate, an amount equal to Five Hundred Thousand Dollars ($500,000) exceeds $500,000 (the “BasketThreshold”), in at which event Seller point the Indemnifying Party will be obligated to indemnify the Indemnified Parties for the entire amount of any such Losses, and, thereafter, the Indemnified Parties shall be required entitled to pay or be liable for all such Losses from the first dollar. The aggregate indemnification up to an amount of all Losses for which Seller and SED shall be liable pursuant not to Section 8.02(aexceed five percent (5%) 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”); provided, that, (i)(A) any Claims made by any Buyer Indemnified Party pursuant to Section 6.02(a) with respect to the MMAC and Seller Fundamental Representations, Section 6.02(b), Section 6.02(c) or Section 6.02(e), (B) Losses arising out of the Excluded Liabilities or Excluded Assets and (C) any Claims made by any Buyer Indemnified Party for breaches or inaccuracies of the representations and warranties set forth in Section 3.23 (Taxes) and (ii)(A) any Claims made by any Seller Indemnified Party pursuant to Section 6.03(b), Section 6.03(c) or Section 6.03(e) and (B) Losses arising out of the Obligations, in each case, shall not be subject to the Threshold or be subject to or applied towards the Cap, except that the Indemnifying Party shall not be obligated to indemnify the Indemnified Party for Losses in respect of any Claims made pursuant to Section 6.02(a) with respect to the MMAC and Seller Fundamental Representations or pursuant to Section 6.03(b), as applicable, together with all other Claims for indemnification pursuant to (x) Section 6.02(a) in the case of Buyer Indemnified Parties or (y) Section 6.03(a) and Section 6.03(b) in the case of Seller Indemnified Parties, in excess of a maximum amount in the aggregate equal to the Purchase Price; provided, further, that the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed Ten Thousand Dollars ($10,000) (which Losses shall not be counted toward the Threshold). (b) Buyer and DSS shall not be liable Notwithstanding anything to the Seller Indemnitees contrary contained in this Agreement, (i) the Buyer Indemnified Parties’ first (but not the sole) recourse for indemnification under Section 8.03(a) until this Article VI shall be to the aggregate Purchase Money Note and all payments of Losses due and owing to Buyer Indemnified Parties from MMAC under this Article VI shall first be satisfied by reducing the principal amount of all Losses the Purchase Money Note in respect the amount of indemnification the Loss finally determined under Section 8.03(a) this Article VI until such time as the amount of the Loss finally determined under this Article VI exceeds the Basket, in then remaining balance of the Purchase Money Note after which event time all of the indemnification payments due to Buyer Indemnified Parties shall be required paid by MMAC in cash and (ii) all payments of Losses due and owing to pay or Seller Indemnified Parties from Buyer under this Article VI shall be liable for all such Losses from satisfied in cash in the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to the Loss finally determined under this Article VI; provided, however, that in the case of clause (ii) of this 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 of6.04(b), with respect to or by reason Losses arising out of any Direct Claim with respect to any inaccuracy in or breach of any representation of the Buyer Fundamental Representations, no Losses shall be due or warranty owed to any Seller Indemnified Party unless and until Buyer, as the maker under the Purchase Money Note, has failed to pay when due any amount required to be paid under the Purchase Money Note and such failure, in Section 3.01the case of any payment of interest or other amounts, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05continues for five (5) Business Days. (c) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive damages or any damages based on any type of multiple except to the extent an Indemnified Party is required to pay such damages in order to fully indemnify a Third-Party Claim. (d) For purposes of this ARTICLE VIIIArticle VI, any inaccuracy in or breach of any representation or warranty 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. (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 Loss that remains after deducting therefrom any insurance proceeds actually received by the Indemnified Party (net of any deductibles, retroactive premiums, and premium increases or other costs or expenses incurred in connection with obtaining such proceeds). (f) Upon becoming actually aware of any Loss, the Indemnified Party shall use its commercially reasonable efforts to mitigate any such Losses, including, if available, by filing an insurance claim or pursuing any other indemnity, contribution or other similar rights the Indemnified Party may have against third parties. All costs and expenses of such mitigation shall constitute indemnifiable Losses under this Article VI. (g) Notwithstanding anything to the contrary in this Article VI, no Losses may be claimed by any Indemnified Party to the extent such Losses have actually been taken into account in calculating the Estimated IHS Working Capital or Closing IHS Working Capital, and the Parties agree that no amount shall be due under this Article VI to the extent that it duplicates another amount already paid or taken into account pursuant to Article II or this Article VI.

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(a6.2(a) until with respect to Losses unless the aggregate amount of such Losses incurred by the Purchaser Indemnified Parties with respect to all matters for which indemnification is to be provided under Section 6.2(a) exceeds an amount equal to $20,000 (the “Basket Amount”), and if and when such Basket Amount is met, then Seller will be liable under Section 6.2(a) only in respect of all Losses in respect excess of the Basket Amount, subject in all respects to Section 6.5(b) and Section 6.5(c); provided, however, that such limitation shall not apply to any claim for indemnification under Section 8.02(afor a breach of or inaccuracy in any Fundamental Representation or any claim based on Fraud. (b) exceeds $500,000 (Subject to the “Basket”)other limitations in this Article VI, in which event Seller shall be required to pay or be liable Seller’s maximum aggregate liability 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) 6.2(a), and the Purchaser Indemnified Parties’ sole and exclusive recourse for Losses against Seller pursuant to Section 6.2(a), shall not exceed 100% of and be limited in the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant aggregate to Section 2.04) $700,000 (the “Cap”). (b) Buyer and DSS ; provided, however, that such limitation shall not be liable apply to any claim for indemnification for a breach of or inaccuracy in any Fundamental Representation or any claim based on Fraud. Subject to the Seller Indemnitees other limitations in this Article VI, Purchaser’s maximum aggregate liability 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) 6.3(a), and the Seller Indemnified Parties’ sole and exclusive recourse for Losses against Purchaser pursuant to Section 6.3(a), shall not exceed and be limited in the aggregate to the Cap; provided, however, that such limitation shall not apply to any claim for indemnification for a breach of or inaccuracy in any Fundamental Representation or any claim based on Fraud. (c) Notwithstanding Subject to the foregoingother limitations in this Article VI and the immediately following sentence, in the event that any Purchaser Indemnified Party or Seller Indemnified Party suffers a Loss that is entitled to indemnification pursuant to Section 6.2 or Section 6.3, respectively, including in respect of breaches of any Fundamental Representation, the maximum aggregate amount that all Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, may recover from Seller or Purchaser, respectively, with respect to any and all such Losses shall be equal to the Purchase Price. The limitations on the rights of the Purchaser Indemnified Parties or Seller Indemnified Parties to seek recourse against Seller or Purchaser, respectively, set forth in this Section 8.04(a) and Section 8.04(b) 6.5 shall not apply to Losses Seller’s or Purchaser’s liability for claims 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 4.05on 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 limitations: (a) Parent and 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 $500,000 250,000 (the “Basket”), in which event Parent and 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) $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 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 4.05the Fundamental Representations. The aggregate amount of Losses for which each Party shall be liable for Fundamental Representations shall be the Purchase Price. (d) For purposes of determining the amount of Losses that are subject matter of a claim for indemnification under this ARTICLE Article VIII, but not for purposes of determining whether (i) there is an inaccuracy or breach of a representation or warranty by a party and (ii) the other party may bring a claim for indemnification under this Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined read without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The party making a claim under this Article VII is referred to as the "Indemnified Party", and the party against whom such claims are asserted under this Article VII is referred to as the "Indemnifying Party." The indemnification provided for in Section 8.02 5.18(a), Section 7.02 and Section 8.03 7.03 shall be subject to the following limitations: limitations (as applicable): (a) Seller and SED The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for indemnification under Section 8.02(a7.02(a) or Section 7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a7.02(a) or Section 7.03(a) exceeds $500,000 the amount set forth on Section 7.04(a)(i) of the Disclosure Letter (the “Basket”"Deductible"), in which event Seller the Indemnifying Party shall only be required to pay or be liable for all such Losses from in excess of the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) Deductible; provided, that, the Deductible shall not exceed 100% apply to the following claims, and the following claims shall not count toward the Deductible: any claims by the Purchasers on behalf of its Affiliated Indemnified Parties to the extent based upon or arising or resulting from any breach of any of the nominal value of Fundamental Representations. With respect to any claim to which the Purchase Price set forth in Indemnified Party may be entitled to indemnification under Section 2.02 (7.02(a) or Section 7.03(a), as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS case may be, the Indemnifying Party shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount any individual or series of all related 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 do not exceed the Cap. amount set forth on Section 7.04(a)(ii) of the Disclosure Letter (cthe "De Minimis Threshold") Notwithstanding (which Losses below the foregoingDe Minimis Threshold shall not be counted towards the Deductible). For the avoidance of doubt, the limitations set forth in Section 8.04(a) and Section 8.04(b) De Minimis Threshold 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 Fundamental Representations. (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 obligations 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 Five Hundred Thousand and 00/100 dollars ($500,000 500,000) (the “Basket”), in which event the 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 the Seller and SED Parties shall be liable pursuant to Section 8.02(a) shall not exceed 10015% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”); provided, however, except in the event of Fraud, in no event shall the aggregate liability of the Seller Parties for all indemnification obligations hereunder exceed the amount of the Purchase Price. (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from 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(c)(i), Section 3.224.15, Section 3.284.16, Section 4.01 5.01, Section 5.02, Section 5.04 and Section 4.055.05. (d) For Solely for purposes of calculating the amount of Losses under 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 indemnity obligation of any Indemnifying Party to the Indemnified Parties provided in this Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Party (net of any deductible amounts, increases in premiums and costs and expenses incurred with respect to such insurance claims) in connection with or as a result of any claim giving rise to an indemnification claim hereunder. If the indemnity amount is paid to the Indemnified Parties by any Indemnifying Party prior to the Indemnified Party’s actual receipt of insurance proceeds related thereto, the Indemnified Party shall, if permissible by the terms of the applicable policy, assign its right to such insurance and allow the Indemnifying Party to pursue collection of such insurance proceeds or, if such payment has been made by any of the Indemnifying Parties, and an Indemnified Party subsequently receives such insurance proceeds, then the Indemnified Party shall promptly pay to the Indemnifying Party (or its designee) the amount of such insurance proceeds subsequently received (net of all related costs, expenses and other Losses), but not more, in the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Party shall be required to (i) pursue such insurance prior to seeking indemnification under this Article VIII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable to do so. (f) The amount of any indemnity provided in this Agreement shall be reduced (but not below zero) by the amount of any reduction in Taxes actually paid or payable by any Indemnified Party during the Tax year of the applicable Loss (with respect to such Loss) as a result of the matter giving rise to such indemnity claim.

Certain Limitations. The party making a claim under this Article VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party.” The indemnification provided for in Section 8.02 7.2 and Section 8.03 7.3 shall be subject to the following limitations: (a) Seller and SED The Indemnifying Party shall not be liable to the Buyer Indemnitees Indemnified Party for (i) indemnification under Section 8.02(a7.2(a) and 7.4(a), as the case may be, or (ii) indemnification under Section 7.2(c) resulting solely from breaches or non fulfillment of Assigned Contracts occurring prior to the Closing Date until the aggregate amount of all Losses claimed in respect of indemnification under Section 8.02(a) such sections (with respect to each party in the aggregate), as the case may be, exceeds $500,000 US$2.6 million (the “Basket”), in which event Seller the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket. (b) The amount of all such Losses from for which an Indemnifying Party shall be liable pursuant to Section 7.2(a) (breach of representation by Sellers) and Section 7.4(a) (breach of representations by Buyer) shall not exceed: (i) with respect to representations of warranties under Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Non-Contravention; Consents), Section 4.4 (Title to Purchased Assets), Section 4.5 (Sufficiency of Assets) and Section 4.20 (Absence of Questionable Payments) - the first dollarBase Purchase Price, (ii) with respect to representations of warranties under Section 4.11 (Tax Matters) and Section 4.12 (Intellectual Property)- fifty percent (50%) of the Base Purchase Price, and (iii) with respect to all other representations and warranties- fifteen percent (15%) of the Base Purchase Price (the “Cap”). The For avoidance of doubt, the aggregate amount of all Losses for which Seller and SED shall an Indemnifying Party may be liable pursuant to subsections (i), (ii) and (iii) of this Section 8.02(a7.5(b) shall not exceed 100% of together the nominal value of the Base 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 CapPrice. (c) The Indemnifying Parties' liability for Losses shall be reduced, if and to the extent by insurance proceeds, if any, actually received by the Indemnified Party(ies) with respect thereto, if any; provided, however, that in no event shall any Indemnified Party have any obligation to maintain any insurance policy or otherwise be required to seek recovery by way of insurance proceeds, and provided further that if the Indemnified Party at its sole discretion elects to recover from insurance, than the Losses shall include the costs and expenses incurred by the Indemnified Party(ies) acquiring such insurance, the costs and expenses incurred in recovery of such insurance proceeds (including, any future increase of premiums on such account, and any deductibles payable). The Indemnifying Party's liability for Losses shall be increased to take account of any Tax incurred (grossed up for such increase) by the Indemnified Party(ies) arising from the receipt of indemnity hereunder, insurance proceeds or proceeds from third parties. (d) No investigation made by or on behalf of any party hereto or its Representatives or the knowledge of any such party (or its Representatives) shall affect or limit any indemnification rights hereunder. (e) Notwithstanding anything to the foregoingcontrary herein, all references in this Agreement and the exhibits and schedules attached hereto to "material", "material respects", "Material Adverse Effect" and similar materiality qualifiers shall be excluded with regard to determining the amount of any Losses that are the subject of indemnification hereunder. (f) Anything to the contrary notwithstanding, the limitations set forth in Section 8.04(a7.5(a) and Section 8.04(b7.5(b) shall not apply to any Losses based uponarising from fraud, arising out of, intentional misrepresentation or willful misconduct on the part of the Indemnifying Party in connection with respect to or the transactions contemplated 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 4.05this Agreement. (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. (a) Except with respect to Damages arising out of a breach of the representations and warranties contained in Sections 5.1, 5.2, 5.4 and 5.19 (and the certificates referred to above insofar as they relate to such Sections) and Damages indemnified pursuant to Section 11.1(a) to the extent the Surviving Covenant is a covenant which by its terms is to be performed by the Principal Stockholders or the Stockholders Representative following Closing, notwithstanding anything contained herein to the contrary, the maximum aggregate amount of Damages for which the Buyer Group is entitled to under this Article XI shall be limited to the amount of the Indemnification Escrow Funds. Following Closing, the maximum aggregate Liability of any Principal Stockholder arising out of this Agreement and the transactions contemplated hereby, including pursuant to Section 11.1, shall in no event exceed such Principal Stockholder’s pro rata portion of the Merger Consideration received by the stockholders of the Company. (b) Except with respect to (i) Damages arising out of (A) a breach of the representations and warranties contained in Sections 5.1, 5.2, 5.4, 5.9, 5.19, 6.1, 6.2 and 6.7 (and the certificates referred to above insofar as they relate to such Sections), and (B) a breach of any Surviving Covenant of the Company contained in this Agreement and (ii) Damages indemnified pursuant to Sections 11.1(c) and 11.1(d) (any Damages referred to in clauses (i) and (ii), the “Non-Deductible Damages”), notwithstanding anything contained herein to the contrary, no indemnification payment shall be made to the Buyer Group under this Article XI, unless and until the aggregate amount of Damages sustained by the Buyer Group exceed on a cumulative basis $5,000,000 (the “Deductible”), and then only to the extent of such excess above such amount. For the avoidance of doubt, it is understood and agreed among the Parties that Non-Deductible Damages shall not be taken into account in determining whether the Deductible has been met for purposes of this Section 11.3(b). (c) The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Damages for which indemnification is provided under this Article XI will be reduced by any amounts actually received (including amounts received under insurance polices) by or on behalf of the Indemnified Party from third parties, including any insurer and any member of the Hirtenstein Group (such amounts are referred to herein as “Indemnity Reduction Amounts”). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of an Indemnified Claim for which indemnification is provided under this Agreement after the full amount of such Indemnified Claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnified Claim, then the Indemnified Party will promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such Indemnified Claim, less (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof. Each Party will, or will cause each Indemnified Party to, as appropriate, use its commercially reasonable efforts to pursue promptly any claims or rights it may have against all third parties which would reduce the amount of Damages for which indemnification is provided under this Agreement, including all claims and rights provided by members of the Hirtenstein Group with respect to sales and use Taxes and all other such matters for which the Company Group has an indemnity from any member of the Hirtenstein Group (including that Stock Purchase Agreement, dated as of August 9, 2004, as amended, among M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, W▇▇▇▇▇▇ Acquisition Corp. and the other signatories thereto); provided that nothing herein shall be deemed to affect Buyer’s rights to recover from the Escrow Funds while at the same time Buyer is pursuing such other claims or rights; and provided further that any Damages incurred in connection with pursuing any claims or rights against third parties shall be deemed to be Damages subject to indemnification pursuant to Section 11.1. (d) Each and every representation and warranty of the Company, Buyer or Merger Sub contained in this Agreement or in any certificate delivered pursuant to Sections 4.8(a)(ii), 4.8(a)(iii) and 4.8(b)(iii) shall survive the Closing Date solely for purposes of this Article XI until, and will expire on, the date that is twelve (12) months after the Closing Date, and no member of the Buyer Group or the Stockholder Group shall have any Liability whatsoever with respect to any such representations and warranties thereafter, except with respect to claims made prior to expiration. Notwithstanding the foregoing, the representations and warranties contained in Sections 5.1, 5.2, 5.4, 5.9, 5.12, 5.19, 6.1, 6.2 and 6.7 (and in the certificates referred to above insofar as they relate to such Sections) shall survive the Closing Date solely for purposes of this Article XI until, and will expire on, the date that is the third anniversary of the Closing Date, except with respect to claims made prior to such expiration (which in the case of Section 5.9, shall be deemed to include the notice and pendency of an audit if it would be reasonably likely that such audit would result in a claim being made, and for which Buyer has promptly informed the Stockholder Representative in writing thereof prior to such expiration, pursuant to Section 11.1). Each and every covenant contained in this Agreement shall expire with the consummation of the Merger and shall not survive the Closing, and no member of the Stockholder Group and no member of the Buyer Group shall have any Liability whatsoever with respect to any such covenant thereafter, except with respect to claims made prior to expiration. Notwithstanding the foregoing, (i) the covenants which by their terms are to be performed by either of the Parties following Closing will survive the Closing Date until, and will expire when, in each case, the applicable statute of limitations has expired and (ii) the covenants set forth in Section 7.1 shall survive the Closing Date until, and will expire on, the date that is twelve (12) months after the Closing Date (each covenant referred to in clauses (i) and (ii), a “Surviving Covenant”). The indemnification provided in Section 11.1(c) with respect to Taxes shall survive until, and will expire on, the date that is the third anniversary of the Closing Date; provided, however, in the event of a claim having been made or a notice or pendency of an audit that is reasonably likely to result in a claim being made, and for which Buyer has promptly informed the Stockholder Representative in writing thereof prior to the third anniversary of the Closing Date, pursuant to Section 11.1(c), such indemnification provided for in Section 8.02 11.1(c) shall survive until completion of such audit and related proceedings or satisfaction or resolution of such claim. The indemnification provided in Section 8.03 11.1(d) shall be subject to survive until, and will expire on, the following limitations:date that is twelve months after the Closing Date. (ae) Seller The obligations of each Party to indemnify, defend and SED shall not be liable to hold harmless 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 other Party and SED shall be liable other Persons pursuant to Section 8.02(athis Article XI shall terminate (other than with respect to claims made prior to expiration) shall not exceed 100% with respect to Sections 11.1 and 11.2 upon the expiration of the nominal value of the Purchase Price applicable survival periods as set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”11.3(d). (bf) Buyer and DSS shall not be liable Notwithstanding anything contained in this Agreement, any amounts payable pursuant to the Seller Indemnitees for indemnification obligations 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 7.8 and Article XI shall be required paid without duplication, and in no event shall any Party be indemnified under different provisions of this Agreement for the same Damages including Damages to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which extent Buyer shall be liable is compensated pursuant to Section 8.03(a) shall not exceed the Cap4.2. (cg) Notwithstanding The Parties agree to treat any payment made pursuant to this Article XI as an adjustment of the foregoingMerger Consideration, 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 unless otherwise required 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 4.05Law. (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 ARTICLE VI, Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Subject to the provisions of Section 8.04(c), the Shareholders shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 150,000 (the “Basket”), in which event Seller the Shareholders shall be required to pay or be liable for all such Losses from the first such dollar. The Subject to the provisions of Section 8.04(c), the aggregate amount liability of the Shareholders for all Losses for which Seller and SED shall be liable pursuant subject to indemnification 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 be limited to Section 2.04) $2,500,000 (the “Cap”). (b) Buyer and DSS The Parent shall not be liable to the Seller Shareholder Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer 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 resulting from fraud or any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05of the Fundamental Representations. (d) For purposes Each Indemnified Party shall take, and cause each of its Affiliates to take, all reasonable steps to mitigate any Losses subject to indemnification pursuant to ARTICLE VI, Section 8.02 or 8.03, upon such time as the Indemnified Party or its Affiliates becomes aware or reasonably should have become aware of the facts, events or circumstances giving rise to or resulting in such Losses. (e) In the event that one or more Indemnifying Party pays any Losses of an Indemnified Party pursuant to this ARTICLE VIIIAgreement, the Indemnifying Party, on behalf of itself and its Affiliates, hereby assigns and subrogates to such Indemnifying Parties all claims, rights, causes of action and Actions that the Indemnified Party or its Affiliates may have against any inaccuracy Person (other than an Affiliate of the Indemnified Party) with respect to and to the extent of such Losses paid or payable by the Indemnifying Parties, or the facts, events or circumstances giving rise to such Losses. In the event any insurance proceeds, indemnity, contribution or any other payments or amounts are received or recovered by an Indemnified Party or its Affiliates with respect to Losses paid by one or more Indemnifying Party, the Indemnified Party shall promptly pay such amounts to each such Indemnifying Party pro rata, in proportion to the amount of such Losses originally paid by such Indemnifying Parties. (f) Notwithstanding anything to the contrary in this Agreement, an Indemnified Party shall, promptly upon receipt of relevant insurance proceeds or breach of any representation or warranty shall be determined without regard to any materialityother indemnity, Company Material Adverse Effect contribution, or other similar qualification contained payment (a “Third-party Payment”) in respect of a Loss, tender such Third-party Payment to the Indemnifying Parties in respect of such Loss if, and only if, the Indemnified Party had previously received full indemnification for such Loss from such Indemnifying Parties; provided, that the Indemnified Party shall not be required to initiate litigation to recover such insurance proceeds, other indemnity, contribution or otherwise applicable to such representation or warrantyother similar payments.

Certain Limitations. The indemnification obligations 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(a8.02 (a) exceeds Two Hundred Seventy-Five Thousand Dollars ($500,000 275,000) (the “Basket”), in which event the 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 the Seller and SED Parties shall be liable pursuant to Section 8.02(a) shall not exceed 10015% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”); provided, however, except in the event of Fraud, in no event shall the aggregate liability of the Seller Parties for all indemnification obligations hereunder exceed the amount of the Purchase Price. (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from 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 3.204.04, Section 3.224.12, Section 3.284.13, Section 4.01 5.01, Section 5.02 and Section 4.055.03. (d) For Solely for purposes of calculating the amount of Losses under 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 indemnity obligation of any Indemnifying Party to the Indemnified Parties provided in this Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Party (net of any deductible amounts, increases in premiums and costs and expenses incurred with respect to such insurance claims) in connection with or as a result of any claim giving rise to an indemnification claim hereunder. If the indemnity amount is paid to the Indemnified Parties by any Indemnifying Party prior to the Indemnified Party’s actual receipt of insurance proceeds related thereto, the Indemnified Party shall, if permissible by the terms of the applicable policy, assign its right to such insurance and allow the Indemnifying Party to pursue collection of such insurance proceeds or, if such payment has been made by any of the Indemnifying Parties, and an Indemnified Party subsequently receives such insurance proceeds, then the Indemnified Party shall promptly pay to the Indemnifying Party (or its designee) the amount of such insurance proceeds subsequently received (net of all related costs, expenses and other Losses), but not more, in the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Party shall be required to (i) pursue such insurance prior to seeking indemnification under this Article VIII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (f) The amount of any indemnity provided in this Agreement shall be reduced (but not below zero) by the amount of any reduction in Taxes actually paid or payable by any Indemnified Party during the Tax year of the applicable Loss (with respect to such Loss) as a result of the matter giving rise to such indemnity claim.

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 Holders shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a9.02(a) exceeds $500,000 150,000 (the “Basket”), in which event Seller Holders shall be required to pay or be liable for all such Losses from the first dollarLosses. The aggregate amount of all Losses for which Seller and SED Holders shall be liable pursuant to Section 8.02(a9.02(a) shall not exceed 100% $6,500,000 (the “General Indemnification Cap”), provided that: (i) the aggregate amount of all Losses for which Holders shall be liable pursuant to Section 9.02(a) in respect of any inaccuracy in or breach of any of the nominal value Core Intellectual Property Representations shall not exceed the sum of $33,500,000 plus any amounts that, at the relevant time, remain available under the General Indemnification Cap; and (ii) the aggregate amount of all Losses for which Holders shall be liable pursuant to Section 9.02(a) in respect of any inaccuracy in or breach of any of the Fundamental Representations or pursuant to Section 9.02(b), Section 9.02(c), Section 9.02(d), Section 9.02(e), Section 9.02(f), or Section 9.02(g) shall not exceed the Purchase Price. (b) Notwithstanding Section 9.04(a), except in the case of fraud or willful breach by a Holder (in which case, for greater certainty, no limitation of liability shall apply), no Holder will be liable to indemnify the Parent Indemnitees for any Losses in excess of the portion of the Purchase Price set forth in Section 2.02 (as adjusted pursuant including any portion of the Earn-Out Payment) paid to Section 2.04) such Holder (the “Holder Cap”). (bc) Buyer and DSS Parent 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 Parent shall be required to pay or be liable for all such Losses from the first dollarLosses. The aggregate amount of all Losses for which Buyer Parent shall be liable pursuant to Section 8.03(a) 9.03 shall not exceed the Purchase Price (the “Parent Indemnification 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 VIIISection 9.02(a) and Section 9.03(a), any inaccuracy in or breach determining the amount of any representation or warranty shall be determined without regard to Losses suffered by an Indemnified Party, any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantywarranty shall be disregarded, but only for the purpose of calculating such Losses.

Certain Limitations. The indemnification provided for in Section 8.02 by Sections 9.1 and Section 8.03 shall be 9.2 is subject to the following limitations: (a) Subject to (d) below, Seller and SED shall not be liable to the Buyer Indemnitees have no liability for indemnification under Section 8.02(a) this Article IX until the aggregate total amount of all Losses in respect Damages suffered by Buyer exceeds an amount equal to the sum of indemnification under Section 8.02(a(i) exceeds $500,000 one percent (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(a1%) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 Price, and (as adjusted pursuant ii) the Final Working Capital, to Section 2.04) the extent a positive number (such sum, the “CapFloor Amount”). (b) Buyer Subject to (d), (e), (f) and DSS shall not be liable (g) below, with respect to the Seller Indemnitees claims for indemnification under Section 8.03(a) until 9.1(i), Seller shall be liable only for the aggregate amount of Damages suffered by Buyer in excess of the Floor Amount but only to the extent the total amount of all Losses in respect of indemnification under Section 8.03(a) exceeds Damages has not exceeded 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 CapPurchase Price. (c) Subject to (d), (e), (f) and (g) below, with respect to claims for indemnification under Section 9.1(ii), Seller shall be liable only for the amount of Damages suffered by Buyer in excess of the Floor Amount, up to a maximum equal to the lesser of (A) seven and one half percent (7.5%) of the Purchase Price and (B) the difference between (x) the Purchase Price and (y) the sum of all Damages suffered by Buyer in excess of the Floor Amount (which sum shall be deemed to be zero to the extent a negative number). (d) Notwithstanding anything herein to the foregoingcontrary, the limitations on liability set forth in this Section 8.04(a) and Section 8.04(b) 9.4 shall not apply to Losses based uponDamages resulting from fraud or the willful and intentional breach of a representation or warranty or covenant or obligation contained in this Agreement. (e) Neither Party shall have any indemnification obligations under this Article IX unless the other Party shall, arising out ofon or before the date that is twelve months from the Closing, notify the other Party of a Claim pursuant to this Article IX and specifies the factual basis of such Claim in reasonable detail to the extent then known by the Party demanding indemnification. (f) Except for the representations and warranties of (i) Seller contained in Sections 3.1.1, 3.1.2, 3.1.4, 3.1.8, 3.1.17 and 3.1.21 and (ii) Buyer contained in Sections 4.1.2 and 4.1.5, the respective representations and warranties of Seller and Buyer shall terminate upon the earlier to occur of (A) the termination of this Agreement and (B) Closing, and, notwithstanding any applicable statue of limitations, neither Party shall have any cause of action or claim for indemnification with respect to such representations and warranties after their termination. The representations and warranties of (i) Seller contained in Sections 3.1.1, 3.1.2, 3.1.4, 3.1.8, 3.1.17 and 3.1.21 and (ii) Buyer contained in Sections 4.1.2 and 4.1.5 shall terminate upon the earlier to occur of (A) the termination of this Agreement and (B) the date that is twelve months from the date of Closing, and, notwithstanding any applicable statute of limitations, neither Party shall have any cause of action or claim for indemnification with respect to such representations and warranties after their termination. (g) Notwithstanding any other provisions of this Agreement, (i) Buyer Indemnitees shall not be entitled to indemnification pursuant to this Article IX with respect to any breach by reason of any inaccuracy in or breach Seller of any representation or warranty in Section 3.01to the extent that any Buyer Indemnitees had, Section 3.03at any time prior to the Closing Date, Section 3.20, Section 3.22, Section 3.28, Section 4.01 actual knowledge of such breach and Section 4.05. Constructive Knowledge of the Damages resulting from such breach; and (dii) For purposes of Seller Indemnitees shall not be entitled to indemnification pursuant to this ARTICLE VIII, Article IX with respect to any inaccuracy in or breach by Buyer of any representation or warranty shall be determined without regard to the extent that any materialitySeller Indemnitees had, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable at any time prior to such representation or warranty.the

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 and SED 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), 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) exceeds $500,000 one percent (1%) of the Purchase Price (the “BasketDeductible”), in which event Seller the Indemnifying Party shall be required to pay or only be liable for all such Losses from in excess of the first dollar. The Deductible. (b) Subject to Section 8.04(d), the aggregate amount of all Losses for which Seller and SED the Selling Shareholders 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 CapIndemnity Escrow Shares. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a), Section 8.04(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 (i) any inaccuracy in or breach of any representation Fundamental Warranties 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. Tax Warranties or (dii) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty General Warranties arising from Fraud on the part of a party hereto, provided that, the aggregate amount of all Losses for which Seller shall be determined without regard liable pursuant to a breach of Fundamental Warranties or Tax Warranties shall not exceed the Purchase Price. (d) Payments by an Indemnifying Party pursuant to Section 8.02(a) or Section 8.02(b) in respect of any materialityLoss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, Company Material Adverse Effect contribution or other similar qualification contained 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 otherwise applicable 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 8.02 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 representation Loss by the Indemnified Party. (f) In no event shall any Indemnifying Party be Liable to any Indemnified Party for any punitive, incidental, consequential, special or warrantyindirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of Section 8.02(a) or Section 8.03(a), as the case may be, or diminution of value or any damages based on any type of multiple. (g) Each Indemnified Party shall take and cause its Affiliates to use commercially reasonable efforts to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto. (h) No Losses may be claimed under Section 8.02(a) or Section 8.03(a) by any Indemnified Party to the extent such Losses are included in the calculation of any adjustment to the Purchase Price pursuant to Section 2.06 or Section 2.08.

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 $DKK 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. No claim for indemnification may be made under Section 8.02(a) unless with respect to such claim (or series of related claims arising from the same underlying facts, events or circumstances) the amount of Losses attributable to such claim (or series of related claims) exceeds DKK 100,000. 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) (the “Cap”)DKK 63,600,000. (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. No claim for indemnification may be made under Section 8.03(a) unless with respect to such claim (or series of related claims arising from the same underlying facts, events or circumstances) the amount of Losses attributable to such claim (or series of related claims) exceeds DKK 100,000. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the CapDKK 3,500,000. (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 3.013.01 (Organization and Authority of Sellers), Section 3.033.03 (Capitalization), Section 3.203.13 (Intellectual Property) Section 3.23(Environmental Matters), Section 3.223.24 (Employee Benefit Matters), Section 3.28, Section 4.01 and Section 4.053.28 (Brokers) or 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 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) The aggregate amount of losses for which the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall be entitled to indemnification pursuant to this Section 8 shall not exceed $200,000 (the “Indemnification Cap”), other than with respect to the following: (x)(i) claims based on breaches in, or inaccuracies of, the Seller Fundamental Representations or the Seller IP Representations, (ii) claims arising under Section 8.2(b) through and SED including 8.2(f), and (iii) claims based on fraud, criminal activity or willful misconduct of Seller (the claims described in clauses (i), (ii), and (iii), the “Seller Special Indemnification Matters”) and (y)(i) claims based on breaches of the Buyer Fundamental Representations, (ii) claims arising under Sections 8.3(b) through and including 8.03(d), and (iii) claims based on fraud, criminal activity or willful misconduct of Buyer (the claims described in clauses (i), (ii) and (iii), the “Buyer Special Indemnification Matters”). (b) Seller shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a) 8.2 unless and until the aggregate amount of all Losses losses in respect of indemnification under Section 8.02(a8.2 exceed $25,000(the “Threshold”) exceeds (provided that any individual or series of related losses which do not exceed $500,000 5,000 (the “BasketDe-Minimis Losses”), 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% be counted towards the Threshold), at which time the Buyer Indemnified Party shall be indemnified for the amount of losses in excess of the nominal value Threshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Purchase Price set forth in Section 2.02 (as adjusted pursuant Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Buyer Indemnified Party shall be entitled to Section 2.04) (be indemnified for, all losses arising out of or resulting from the “Cap”). (b) indemnification obligation with respect to Seller Special Indemnification Matters. Buyer and DSS shall not be liable to the Seller Indemnitees Indemnified Parties for indemnification under Section 8.03(a) 8.3 unless and until the aggregate amount of all Losses losses in respect of indemnification under Section 8.03(a) 8.3 exceeds the BasketThreshold (provided that De-Minimis Losses shall not be counted towards the Threshold), in at which event Buyer time the Seller Indemnified Party shall be required indemnified for the amount of losses in excess of the Threshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Seller Indemnified Party shall be entitled to pay be indemnified for, all losses arising out of or be liable for all such Losses resulting from the first dollar. The aggregate amount of all Losses for which indemnification obligation with respect to Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the CapSpecial Indemnification Matters. (c) Notwithstanding Payments by the foregoing, the limitations set forth Indemnifying Party (as defined in Section 8.04(a8.5) and pursuant to Section 8.04(b) shall not apply to Losses based upon, arising out of, with 8 in respect to or by reason of any inaccuracy in or breach loss shall be limited to the amount of any representation liability or warranty damage that remains after deducting from any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (as defined in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.058.5) in respect of any such claim. (d) For purposes Notwithstanding the foregoing, in no event shall the Indemnifying Party be liable to the 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 ARTICLE VIIIAgreement, or any inaccuracy in or breach damages based on any type of multiple except to the extent adjudicated and owed to a third party with respect to a Third Party Claim. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any loss, including by pursuing insurance claims and claims against third parties, and shall reasonably consult and cooperate with the Indemnifying Party with a view toward mitigating losses upon becoming aware of any representation event or warranty shall circumstance that would be determined without regard reasonably expected to, or does, give rise to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantylosses.

Certain Limitations. Notwithstanding anything to the contrary in this Agreement, except as provided below in this Section 10.6, (i) OpCo shall be entitled to indemnification hereunder with respect to the breach of a representation, warranty, covenant or agreement by BAM only when the aggregate of all Losses to such Indemnified OpCo Parties from all such breaches exceeds on a cumulative basis $7,500,000 (the "Deductible Amount"), and then only to the extent of such excess amount, and (ii) BAM shall not be liable under this Agreement for an aggregate amount in excess of $195,000,000 (the "Maximum Indemnification"). The foregoing limitations with respect to the Maximum Indemnification shall not apply, however, to any willful misrepresentation or willful breach of warranty by BAM. Notwithstanding the other provisions of this Section 10, no Indemnified OpCo Party shall be entitled to seek indemnification provided under this Section 10 for any individual fact, circumstance, condition or occurrence that results in a breach of a representation or warranty that involves Losses of less than $25,000. Notwithstanding the foregoing provisions of this Section 8.02 and 10.6, the indemnification of OpCo by BAM for BAM Retained Liabilities pursuant to Section 8.03 10.1(a)(ii) shall not be subject to the following limitations: (a) Seller and SED shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $500,000 (the “Basket”), in which event Seller shall be required to pay Deductible Amount or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% of the nominal value of the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoingany other deductible, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based uponMaximum Indemnification limitation, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.05the limitation under the immediately preceding sentence. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller and SED Effective Time Holders shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) thereunder exceeds $500,000 350,000 (the “BasketDeductible”), in which event Seller Effective Time Holders shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and SED shall be liable pursuant to Section 8.02(a) shall not exceed 100% in excess of the nominal value of Deductible, but not in an amount to exceed $350,000 in the Purchase Price set forth in Section 2.02 (as adjusted pursuant to Section 2.04) aggregate (the “Cap”). (b) Buyer and DSS shall not be liable to the Seller Parent Indemnitees must bring claims for indemnification under (i) Section 8.03(a8.02(f), (ii) until with respect to the aggregate amount non-payment of all Losses in respect any Transaction Expenses, or (iii) the Specific Tax Indemnity Matter, prior to the twelve (12) month anniversary of the Closing Date after which time the Effective Time Holders will be under no obligation to provide indemnification under those sections provided, that, if a claim under this Section 8.03(a8.04(b) exceeds is brought prior to the Basketexpiration of such twelve (12) month anniversary of the Closing Date, in which event Buyer such claim 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 Capsurvive until finally resolved. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation Fundamental Representations, or, for the avoidance of any doubt, any claim for indemnification pursuant to Section 7.03 or warranty in Section 3.01, 8.02(b) through Section 3.03, Section 3.20, Section 3.22, Section 3.28, Section 4.01 and Section 4.058.02(i). (d) In addition to the limitations set forth in Section 8.04(a), none of the Effective Time Holders shall be liable to the Parent Indemnitees for indemnification under Section 7.03 or Section 8.02 for (i) any amount exceeding such Effective Time Holder’s Pro Rata Share of any Losses or (ii) any amount exceeding the amount of the pre-Tax Merger Consideration actually received by each such Effective Time Holder pursuant to this Agreement; provided however, that in the case of Fraud, indemnification is several (and not joint) and not subject to the limitation in clause (i) as to the Effective Time Holder who committed the Fraud, but is still subject to the limitation in clause (ii). (e) 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.