Common use of Certain Limitations Clause in Contracts

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 9.02(a)(ii) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Except with respect to Indemnifiable Losses resulting from Excluded Taxes or from any inaccuracy in or breach of a representation or warranty set forth in Section 3.17, no party shall not be liable obligated to indemnify and hold harmless its respective Indemnitees under ‎Section 10.02(a)(i) (in the Indemnified Party for indemnification under Section 9.02(a)(iicase of Seller, and other than with respect to an inaccuracy in or breach of any Seller Specified Representation) or Section 9.03(b‎Section 10.02(b)(i) (in the case of Purchaser, and other than with respect to an inaccuracy in or breach of any Purchaser Specified Representation) (i) with respect to any claim or series of claims arising out of substantially similar facts and circumstances, unless such claim or series of claims involves Indemnifiable Losses in excess of $100,000 (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 the Indemnitor is responsible under clause (ii) below) and (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees under ‎Section 10.02(a)(i) or such ‎Section 10.02(b)(i), as the case may be, until exceeds $14,500,000 for all Indemnifiable Losses (the aggregate amount “Deductible”), at which point such Indemnitor shall be liable to its respective Indemnitees for the value of all Losses in the Indemnitee’s claims under ‎Section 10.02(a)(i) (other than with respect to a breach of indemnification under Section 9.02(a)(iiany Seller Specified Representation) or Section 9.03(b10.02(b)(i) exceeds one-percent (1%) other than with respect to a breach of the Purchase Price (the “Basket Amount”any Purchaser Specified Representation), in which event as the Indemnifying Party shall only be required to pay or be liable for Losses case may be, that is in excess of the Basket Amount. (b) No Indemnified Party shall be entitled Deductible, subject to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to this Article X; provided, however, that any Indemnifiable Losses based upon, of the Purchaser Indemnified Persons resulting from or arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty set forth in Section 3.03 shall not be subject to the Deductible, and the Threshold Amount for such Indemnifiable Losses shall be determined without regard $50,000; provided further that, for the avoidance of doubt, any such Indemnifiable Losses shall be subject to the Threshold Amount and the maximum aggregate liability set forth in the following sentence prior to the proviso set forth therein. The maximum aggregate liability of Seller, on the one hand, and Purchaser on the other hand, to their respective Indemnitees for any materialityand all Indemnifiable Losses under ‎Section 10.02(a)(i), Material Adverse Effect in the case of Seller (other than with respect to a breach of any Seller Specified Representation), or ‎Sections 10.02(b)(i), in the case of Purchaser (other similar qualification contained than with respect to a breach of any Purchaser Specified Representation), shall be $174,000,000; provided, that the maximum aggregate liability of Seller to all Purchaser Indemnified Persons for any or all Indemnifiable Losses under this Agreement shall not exceed the Purchase Price. The limitations in this Section 10.03(a) shall not apply to claims made under Section 10.02(a)(iii), Section 10.02(b)(iii) or otherwise applicable Section 10.02(b)(iv). (b) Each Indemnitee shall use commercially reasonable efforts to mitigate all Indemnifiable Losses for which indemnification may be sought hereunder; provided that the costs and expenses of such mitigation shall constitute Indemnifiable Losses hereunder. (c) Notwithstanding anything to the contrary herein, any Indemnifiable Losses resulting from or arising out of any breach of any representation or warrantywarranty of Seller made in this Agreement in respect of Taxes, including under Section 3.17, shall be limited to Taxes attributable to Pre-Closing Periods.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party No party shall not be liable obligated to indemnify and hold harmless its respective Indemnitees under ‎Section 7.2(a)(i) (in the Indemnified Party for indemnification under Section 9.02(a)(iicase of Seller) or Section 9.03(b‎Section 7.2(b)(i) (in the case of Buyer) (i) with respect to any claim, unless such claim involves Indemnifiable Losses in excess of $25,000 (the “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under clause (ii) below) and (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees under such ‎Section 7.2(a)(i) or such ‎Section 7.2(b)(i), as the case may be, until the aggregate amount of exceeds $1,562,500 for all Indemnifiable Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket AmountDeductible”), in at which event the Indemnifying Party point such Indemnitor shall only be required to pay or be liable to its respective Indemnitees for Losses the value of the Indemnitee’s claims under ‎Section 7.2(a)(i) or ‎Section 7.2(b)(i), as the case may be, that is in excess of the Basket Amount. (bDeductible, subject to the limitations set forth in this Article VII. The maximum aggregate liability of Seller and WIMC, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under ‎Sections 7.2(a)(i) No Indemnified Party shall be entitled to recover from in the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) case of Seller, or Section 9.03(b‎Section 7.2(b)(i), in each casethe case of Buyer, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price shall be $15.625 million (the “Cap”). . Notwithstanding anything to the contrary contained herein, none of the Threshold Amount, the Deductible or the Cap shall apply with respect to Indemnifiable Losses (cA) The aggregate amount under Section 7.2(a)(i) or Section 7.2(b)(i) to the extent relating to, resulting from or arising out of all Losses for which either common law fraud, (iB) Sellerunder ‎Section 7.2(a)(i) to the extent relating to, pursuant to resulting from or arising out of any breach of a Seller Fundamental Representation or a representation in Section 9.02(a3.1(i) or (j), or (iiC) Buyerunder ‎Section 7.2(b)(i) to the extent relating to, pursuant resulting from or arising out of any breach of a Buyer Fundamental Representation; provided, however, that, except to the extent relating to, resulting from or arising out of intentional fraud or Section 9.037.2(a)(iv), 7.2(a)(v), 7.2(a)(vi), 7.2(a)(vii) or 7.2(d), the maximum aggregate liability of Seller and WIMC to all Buyer Indemnified Persons and Buyer to all Seller Indemnified Persons, for any or all Indemnifiable Losses and Specific Indemnifiable Losses under this Agreement, shall be liable shall, in each case, not exceed the Purchase Price;$125,000,000. (db) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) Each Indemnitee shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) mitigate all Indemnifiable Losses for which any Indemnified Party would otherwise indemnification may be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment sought hereunder in respect accordance with the laws of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser State of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderNew York. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 afforded by this ‎ARTICLE X shall be subject to the following limitations: (a) The Indemnifying With respect to indemnification by the Company pursuant to ‎Section 10.1(a), the Company’s maximum liability for any Loss suffered by an Investor Indemnified Party (other than any Loss resulting from a Third Party Claim) shall not be liable exceed an amount (the “Company Indemnification Cap”) equal to (i) the Hard Cap and the amount of all of the other Obligations owed by the Company Parties to the Indemnified Party for Investor under this Agreement and the other Transaction Documents (other than the indemnification amounts payable under Section 9.02(a)(ii‎Section 10.1(a)) or Section 9.03(b)as of the date of determination, as the case may be, until minus (ii) the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price payments collected or received by the Investor (and any direct or indirect transferee of the “Basket Amount”Investor to whom any interest in the Revenue Interests is transferred) hereunder as of such date of determination (other than (A) any payments collected or received as a reimbursement of expenses incurred by any Investor Indemnified Party (including attorney’s fees) and (B) any indemnification payments collected or received pursuant to ‎Section 10.1(a)), in which event minus (iii) the Indemnifying Party shall only be required to pay aggregate amount collected or be liable for Losses in excess received by the Investor (and any direct or indirect transferee of the Basket AmountInvestor to whom any interest in the Revenue Interests is transferred) pursuant to the exercise of its rights under ‎Section 10.1(a) (without duplication of any amounts collected or received pursuant to clause (ii)) prior to such date of determination to the extent such amount was not collected or received in connection with a Third Party Claim. Notwithstanding the foregoing, the Company Indemnification Cap shall not apply to any Loss suffered by any Investor Indemnified Party in connection with a Third Party Claim. (b) No Indemnified Party shall be entitled With respect to recover from indemnification by the Indemnifying Party any Losses Investor pursuant to either Section 9.02(a)(ii) or Section 9.03(b)‎Section 10.2, in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, Investor’s maximum liability shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the an amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties equal to the Indemnifying Party in an amount not to exceed the lesser excess (if any) of (i) the aggregate amount by which (A) of all of the amount payments collected or received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received Investor from the Indemnifying Party, exceeds Company prior to the date of determination (B) the total Losses suffered excluding any amounts collected or received as a reimbursement of expenses incurred by the Indemnified Investor or any indemnification amounts collected or received in connection with a Third Party with respect to the applicable claim for indemnification; Claim) over (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderInvestment Amount. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party Except as provided in Section 8.03(b), no claim for indemnification may be made under Section 9.02(a)(ii8.02(b): (i) or Section 9.03(b), as the case may be, until the aggregate amount cumulative total of all Losses in respect of indemnification Damages claimed by any Parent Entity under Section 9.02(a)(ii) or Section 9.03(b8.02(b) exceeds one-percent (1%) of the Purchase Price $50,000 (the “Basket AmountDeductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party case such Parent Entity shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount only Damages in excess of twenty-five the Deductible; or (25%ii) after the cumulative total of all Damages collected by the Parent Entities under Section 8.02(b) equals an amount equal to 15% of the Purchase Price Company Merger Consideration (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (db) Notwithstanding the foregoing, the terms, conditions and limitations set forth in Sections 9.04(a)–(cof Section 8.03(a) shall not apply to Losses any claim: (i) based uponon willful breach, arising out ofintentional misrepresentation, or fraud, or (ii) for indemnification as it relates to a breach of any Seller Fundamental Representations. Parent, on behalf of itself and the Parent Entities, hereby agrees not to seek from the Indemnifying Holders, and none of the Parent Entities shall be entitled to recover from the Indemnifying Holders, any Damages or other amounts, at any time in excess of the amount of such Cap. Except for claims based on a party’s willful breach, intentional misrepresentation or fraud, the aggregate liability of the Indemnifying Holders for any Damages with respect to the matters set forth in this Article VIII will not exceed the value of the Company Merger Consideration. Other than as set forth above, In no event shall any Indemnifying Holders have any obligation to personally indemnify or hold the Parent Entities harmless from or against any Damages (nor any obligation to return any Merger Consideration already received by such Indemnifying Holder for any reason of Fraud; andother than as set forth in Section 9.14(c)). (ec) Losses for which any Indemnified Party would otherwise be entitled to All indemnification under this Article IX payments payable hereunder shall be reduced by the amount of insurance proceeds and any indemnity, contribution, or other similar payment (after deducting related costs and expenses, including any deductible amount and any resultant increase in insurance premiums) actually received by a Parent Entity as a result of the Damages for which such Indemnified Party in respect of any Losses incurred by such Indemnified Party Parent Entity is seeking indemnification. (net of any fees, costs and expenses of collection or increased premiums, if applicable). d) In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect matter giving rise to an indemnity obligation of the claims Indemnifying Holders pursuant to which such insurance proceedsSection 8.02, indemnity payments the applicable Parent Entity will take, or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to cooperate with the Indemnifying Party Holders, if so requested, in order to take, all reasonable measures to mitigate the consequences of the matter (including taking steps to prevent any contingent Liability from becoming an amount not to exceed the lesser of (iactual Liability) the amount as required by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderLaw. (fe) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to To the extent such Losses are finally awarded in connection with a Third-Party Claim against required by applicable Law, the Indemnified Party. (g) Each Indemnified Party Parent Entities shall, and shall use its commercially take, and shall cause others under their respective control to take, all reasonable efforts to, mitigate Damages upon becoming aware of any event or circumstance that could reasonably be expected to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives give rise to such LossDamages. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Purchaser, pursuant to Section 7.1 or Section 7.2, respectively, (i) there will be no obligation to indemnify for any individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this clause (i) if they arise out of the same matter, fact, circumstance or event, or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be liable applied to or considered for purposes of calculating the Indemnified Party for indemnification aggregate amount of Losses under Section 9.02(a)(iithe following clause (ii); (ii) where the Losses arising from such individual claim is equal to or Section 9.03(b), as greater than the case may beDe Minimis Amount, until the aggregate amount of all such Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) incurred by the Indemnified Party exceeds one-percent (1%) [***] of the Purchase Price (the “Basket AmountDeductible”), in at which event the Indemnifying Party shall only be required to pay or be liable for time all such Losses in excess of the Basket AmountDeductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) No Indemnified If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be deemed to have waived such breach pursuant to this Article VII, to sue for damages or assert any other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or any certificate delivered pursuant hereto. (c) Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no Party shall be entitled liable for any (i) special, punitive, exemplary, incidental, consequential or indirect damages, (ii) lost profits or lost business, loss of enterprise value, diminution in value of any business, damage to recover from the Indemnifying Party reputation or loss of goodwill or (iii) damages calculated based on a multiple of profits, revenue or any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b)other financial metric, in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Sellerwhether based on contract, pursuant to Section 9.02(a)tort, strict liability, other Law or (ii) Buyerotherwise, pursuant to Section 9.03and whether or not arising from any other Party’s sole, shall be liable shalljoint or concurrent negligence, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments strict liability or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderfault. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided (i) Notwithstanding anything to the contrary contained in this Agreement, (x) for any claim for indemnity made pursuant to Section 8.2(b) (an “Environmental Standalone Claim”), or a claim based on a failure of any representation or warranty made by Sellers in Section 9.02 3.11 (collectively an “Environmental Representations Claim” an Environmental Standalone Claim and Section 9.03 an Environmental Representations Claim shall hereinafter be subject collectively referred to the following limitations: (a) The Indemnifying Party as “Environmental Indemnity Claims”), Sellers shall not be liable for such claims unless and until the aggregate amount of all indemnifiable Losses relating to such claims equals or exceeds Four-Hundred Fifty Thousand Dollars ($450,000), in which case Sellers shall be liable only for the Indemnified Party for indemnification amount of the Losses in excess of such amount; (y) from and after the Closing, the maximum aggregated amount of indemnifiable Losses which may be recovered under Section 9.02(a)(ii8.2(b) shall be Thirteen Million Five Hundred Thousand Dollars ($13,500,000); and (z) Sellers shall not be liable for any Environmental Standalone Claim or Section 9.03(b)Environmental Representation Claim unless such claim is made hereunder prior to September 25, 2028. (ii) With respect to any and all Environmental Indemnity Claims, Purchaser and Sellers, as the case may be, until shall act only in a “Commercially Reasonable Manner” which shall mean the aggregate amount most cost-effective and commercially reasonable method for investigation, remediation, removal, corrective action, containment, monitoring and/or other response action permitted by applicable Environmental Laws, determined from the perspective of all Losses in respect a reasonable business person acting (without regard to the availability of indemnification under Section 9.02(a)(iihereunder) or Section 9.03(b) exceeds one-percent (1%) to achieve compliance with Environmental Laws in effect as of the Purchase Price Closing (it being understood that Commercially Reasonable Manner shall include the “Basket Amount”)use of risk-based remedies, in which event institutional or engineering controls, or deed restrictions, based on the Indemnifying Party shall only be required to pay or be liable for Losses in excess use of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”property at Closing). (ciii) The aggregate amount Sellers shall have no obligations for any Environmental Indemnity Claim to the extent Losses thereunder result from or are the consequence of all Losses for which either any action (iincluding disclosure, report or other communication from the Purchaser and its Affiliates (or their agents) Sellerto any Governmental Authority or other third party or any Phase II or other intrusive investigations or sampling, pursuant to Section 9.02(atesting or monitoring of the soil, surface water or groundwater performed by Purchaser or its Affiliates (or their agents), ) that is not (A) required by an Environmental Law; or (iiB) Buyernecessary to address a condition first discovered as a result of construction activities at, pursuant on or beneath a Leased Real property or Real Property. (iv) Sellers shall have no obligation for any Environmental Indemnity Claim to Section 9.03, shall be liable shallthe extent Losses result, in each casewhole or in part, not exceed from any change in use of any Leased Real Property, any Real Property or the Purchase Price;property subject to the Sublease Agreement from its current use to any non-industrial use after the Closing Date. (dv) Notwithstanding From and after the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out ofClosing Date, with respect to the Business, any Leased Real Property or by reason any Real Property, Purchaser shall, and will cause each of Fraud; andits Affiliates and Subsidiaries to, comply with all applicable Environmental Laws in all material respects. (evi) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX The Purchaser Indemnitees shall be reduced permitted to assign all of their rights to bring an Environmental Indemnity Claim; provided that no more than one such assignment may be made by all the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any feesPurchaser Indemnitees, costs and expenses of collection or increased premiumstaken as a whole, if applicable). In the event and; provided, further, that any such insurance proceeds are actually received by an Indemnified Party subsequent assignment, if made, shall be effective if, and only if, the assignee agrees in writing to receipt by such Indemnified Party of any indemnification payment hereunder in respect be bound to all of the claims limitations applicable to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party Environmental Indemnity Claims set forth in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyVIII.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 9.02(a)(ii) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto)Article IX, any inaccuracy in or breach of any representation or warranty (other than the representations and warranties set forth in Sections 4.6 and 4.9(c) shall be determined without regard to any materiality, Material Adverse Effect or similar qualification. (b) The representations, warranties and covenants of Sellers and Buyer Indemnitees’ rights to indemnification with respect thereto will not be affected or deemed waived by reason of any investigation made or knowledge obtained by or on behalf of such Buyer Indemnitee (including by any of its advisers, consultants or representatives). (c) Notwithstanding any provision of this Agreement or any Ancillary Agreement to the contrary, nothing herein or therein will limit in any way any party’s remedies in respect of fraud, intentional misrepresentation or omission or intentional misconduct by the other similar qualification party in connection with the transactions contemplated hereby or thereby. (d) No party to this Agreement (or any of its Affiliates) will, in any event, be liable or otherwise responsible to any other party (or any of its Affiliates) for any punitive damages, other than punitive damages paid or payable to a third party. (e) Each party hereto acknowledges and agrees that (i) prior to the Closing, other than in the case of intentional breach or fraud by Sellers or their Affiliates, the sole and exclusive remedy of Buyer for any breach or inaccuracy of any representation or warranty contained in this Agreement or otherwise any certificate or instrument delivered hereunder shall be, in the event that each of the conditions set forth in Article VIII has not been satisfied or waived, refusal to close the transactions contemplated by this Agreement; and (ii) following the Closing, other than Losses arising from fraud, (A) the indemnification provisions of this Article IX and, with respect to Taxes for which an indemnity is provided under Article VII, Article VII shall be (1) the sole and exclusive remedies of the parties hereto for any breach of the representations or warranties contained in this Agreement and (2) the sole and exclusive monetary remedies of the parties hereto for any breach of any covenant or agreement contained in this Agreement and (B) notwithstanding anything to the contrary contained herein, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of any party hereto to rescind this Agreement or any of the transactions contemplated by this Agreement. (f) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (a “Notice of Insurance”). If the Indemnifying Party so requests within sixty (60) days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts (which shall not include the obligation to institute or defend any action) to collect the maximum amount of insurance proceeds thereunder, in which event all such proceeds actually received (net of deductibles, co-payments or other costs incurred the Indemnified Party (including increased premiums on such related Insurance Policies) in seeking such collection) shall be considered “Eligible Insurance Proceeds.” (g) Any amount payable by an Indemnifying Party pursuant to this Article IX shall be reduced by any Eligible Insurance Proceeds. In any case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds or any other amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to this Article IX, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount of such Eligible Insurance Proceeds, but not in excess of the sum of any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim. (h) Any indemnity payment made by an Indemnifying Party under this Agreement shall be adjusted to account for any Taxes imposed upon the receipt of such payment and shall be reduced by the amount of any Tax Benefit realized by the Indemnified Party or any Affiliate thereof arising out of the Loss for which the indemnification payment is being made. For purposes of determining the amount of any Tax Benefit, the recipient of the Tax Benefit shall be deemed to pay Tax at the highest United States federal income tax corporate marginal rate in effect in the year such indemnifiable loss is incurred and shall be deemed to realize or utilize any Tax Benefit in the first taxable year that such Tax Benefit may be realized or utilized under applicable Law after taking into account all other Tax attributes of such indemnified party and the projected utilization of such Tax attributes as computed by the recipient of such Tax Benefit. If a Tax Benefit resulting from an indemnifiable loss is available in multiple Tax years, the amount of such Tax Benefit for purposes of this Section 9.4(h) shall be the net present value of all of such available Tax Benefits, calculated by using a discount rate equal to the long-term applicable federal rate for the month in which such representation or warrantyindemnifiable loss is incurred. (i) The parties hereto shall treat any indemnification payment made under this Agreement as an adjustment to the Final Purchase Price.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party After the Closing, Seller shall not be liable required to indemnify the Indemnified Party Buyer Indemnitees (i) for indemnification Losses under Section 9.02(a)(ii9.2(a) or Section 9.03(b), as the case may be, until the aggregate amount of all such Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price $1,000,000 (the “Basket AmountBasket”), in which event Seller shall be responsible for the Indemnifying Party shall only be required to pay entire amount of such Losses, or be liable (ii) for Losses in the aggregate in excess of the Basket AmountEscrow Funds. (b) No Indemnified Party Any Buyer Indemnitee shall only be indemnified to the extent of funds available in the Escrow Funds, it being understood that such Escrow Funds shall be entitled the sole and exclusive source of recovery and remedy of any Buyer Indemnitee with respect to recover from the Indemnifying Party any Losses pursuant to either claim for indemnification under Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”)9.2. (c) The Buyers shall not be required to indemnify the Seller Indemnitees (i) for Losses under Section 9.3(a) until the aggregate amount of all such Losses exceeds the Basket, in which event Buyers shall be responsible for which either (i) Seller, pursuant to Section 9.02(a)the entire amount of such Losses, or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, for Losses in each case, not exceed the Purchase Price;aggregate in excess of $10,000,000. (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto)Article IX, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any knowledge, materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) The representations, warranties and covenants of Seller and Buyers’ rights to indemnification with respect thereto shall not be affected or deemed waived by reason of any investigation made by or on behalf of either Buyer (including by any of its advisors, consultants or Representatives) or by reason of the fact that either Buyer or any of such advisors, consultants or Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of Buyers’ waiver of any condition set forth in Article VI. (f) Except as provided in Section 10.9 and Article VIII, the indemnity provided for in this Article IX shall be the sole and exclusive remedy of the Buyer Indemnitees or the Seller Indemnitees, as the case may be, after the Closing for any inaccuracy of any representation or warranty of Seller or Buyers, as applicable, in this Agreement or any other breach hereof. Seller hereby waives and acknowledges and agrees that Seller shall not have and shall not attempt to exercise or assert any right of contribution or indemnity or any other claim whatsoever against the Companies or their Subsidiaries, or any Representative of the foregoing, in connection with any matter with respect to which indemnity is sought from Seller under this Agreement.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject (i) Notwithstanding anything to the following limitationscontrary contained in this Agreement: (a1) The Indemnifying Party in no event shall not be liable to the Indemnified Party for indemnification under Section 9.02(a)(ii) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only Company be required to pay or the Company Termination Fee on more than one occasion; (2) (x) in no event shall Parent be liable for Losses required to pay the Funding Failure Termination Fee on more than one occasion, and (y) in excess of no event shall Parent be required to pay the Basket AmountFunding Failure Termination Fee if the Regulatory Failure Termination Fee has already been paid; and (3) (x) in no event shall Parent be required to pay the Regulatory Failure Termination Fee on more than one occasion, and (y) in no event shall Parent be required to pay the Regulatory Failure Termination Fee if the Funding Failure Termination Fee has already been paid. (bii) No Indemnified Party Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 9.9, Parent’s right to receive payment from the Company of the Company Termination Fee pursuant to Section 8.3(a) shall constitute the sole and exclusive remedy of Parent and Merger Sub against the Company and its Subsidiaries and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees (collectively, the “Company Related Parties”) for all Damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise (whether at law, in equity, in contract, in tort or otherwise), and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated thereby (whether at law, in equity, in contract, in tort or otherwise) (except that, to the extent any termination of this Agreement resulted from, directly or indirectly, an Intentional Breach of this Agreement by the Company or such Intentional Breach by the Company shall cause the Merger Closing not to occur as provided under Section 8.2, Parent shall be entitled to recover from the Indemnifying Party any Losses payment of the Company Termination Fee (to the extent owed pursuant to either Section 9.02(a)(ii8.3(a)) and to any Damages, to the extent proven, resulting from or Section 9.03(b), in each case, for an aggregate amount in excess arising out of twenty-five such Intentional Breach (25%) of as reduced by any Company Termination Fee previously paid by the Purchase Price (the “Cap”Company). (ciii) The aggregate amount Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 9.9, the Company’s right to receive payment from Parent of all Losses for which either (i) Seller, the Funding Failure Termination Fee or Regulatory Failure Termination Fee pursuant to Section 9.02(a8.3(a) shall constitute the sole and exclusive remedy of the Company and its stockholders against Parent and its Subsidiaries (including Merger Sub) and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates, assignees or Financing Sources (collectively, the “Parent Related Parties”) for all Damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise (whether at law, in equity, in contract, in tort or otherwise), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason and upon payment of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus none of the payment received from Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Indemnifying Partytransactions contemplated thereby (whether at law, exceeds in equity, in contract, in tort or otherwise) (B) the total Losses suffered or incurred by the Indemnified Party with respect except that, to the applicable claim for indemnification; (ii) extent any termination of this Agreement resulted from, directly or indirectly, an Intentional Breach of this Agreement by Parent or Merger Sub or such Intentional Breach by Parent or Merger Sub shall cause the amount received by Merger Closing not to occur as provided under Section 8.2, the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party Company shall be entitled to indemnification for both the payment of the Funding Failure Termination Fee or Regulatory Failure Termination Fee (to the extent owed pursuant to Section 8.3(a)) and to any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each caseDamages, to the extent proven, resulting from or arising out of such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified PartyIntentional Breach (as reduced by any Funding Failure Termination Fee or Regulatory Failure Termination Fee paid by Parent). (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided liability of Seller, Buyer or Buyer Parent, as applicable, for in Section 9.02 and Section 9.03 claims under this Agreement shall be subject to limited by the following limitationsfollowing: (a) The Indemnifying Party If the Closing shall not be liable to have occurred, recovery of the Indemnified Party for indemnification under Section 9.02(a)(ii) Buyer Indemnitees or Section 9.03(b)the Seller Indemnitees, as the case may be, until the aggregate amount of all Losses in respect of indemnification under pursuant to Section 9.02(a)(ii) 8.1 or Section 9.03(b) exceeds one8.2, as the case may be, shall be limited to actual out-percent (1%) of the Purchase Price (the “Basket Amount”)of-pocket expenses and shall in no event include any special, in which event the Indemnifying Party shall only be required to pay indirect, incidental or be liable for Losses in excess of the Basket Amountconsequential damages whatsoever. (b) No Indemnified Party shall be entitled to recover from Two years after the Indemnifying Party any Losses pursuant to either Closing Date (or, in the case of a claim for breach of Section 9.02(a)(ii) or 3.15, three years after the Closing Date, and, in the case of a claim for breach of Section 9.03(b3.11, six years after the Closing Date), in each caseSeller shall have no further obligations under this Article 8, this Agreement or otherwise, except for an aggregate amount in excess of twenty-five (25%) of Buyer Losses with respect to which the Purchase Price (the “Cap”)Buyer Indemnitees have given Seller written notice prior to such date. (c) Two years after the Closing Date, Buyer and Buyer Parent shall have no further obligations under this Article 8, this Agreement or otherwise, except for Seller Losses with respect to which the Seller Indemnitees have given Buyer or Buyer Parent written notice prior to such date. (d) No Buyer Losses or Seller Losses, as the case may be, shall be asserted by a Buyer Indemnitee or a Seller Indemnitee, as applicable, with respect to any matter that is covered by insurance, to the extent proceeds of such insurance are paid. (i) Anything to the contrary herein notwithstanding, the representations and warranties contained in clauses (a) through (e) of Section 3.15 and clauses (f) through (h) of Section 3.15 (but only to the extent there was a violation of applicable Environmental Laws at the time the event referred to in such clauses (f) through (h) occurred) shall be deemed to be breached only to the extent that any such breaches result in Buyer Losses in excess of Cdn$50,000 in the aggregate and then only to the extent such Buyer Losses exceed Cdn$50,000 in the aggregate. (ii) Anything to the contrary herein notwithstanding, the representations and warranties contained in clauses (f) through (h) of Section 3.15 (but only to the extent not subject to clause (i) of this Section 8.3(e)) shall be deemed to be breached only to the extent that any such breaches result in Buyer Losses in excess of Cdn$30,000 in the aggregate and then only to the extent such Buyer Losses exceed Cdn$30,000 in the aggregate. (iii) No claim or claims shall be asserted by a Buyer Indemnitee or a Seller Indemnitee, as applicable, pursuant to the provisions of this Article 8, unless the amount of Buyer Losses or Seller Losses, as the case may be, equals at least Cdn$350,000 in the aggregate and then only to the extent such Buyer Losses or Seller Losses, as the case may be, exceed Cdn$350,000 in the aggregate. (iv) The aggregate amount of all Buyer Losses for which either (i) Seller, recoverable pursuant to Section 9.02(a), or the provisions of this Article 8 (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, other than with respect to or by reason of Fraud; and Section 8.1(d), (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX and (f)) by all Buyer Indemnitees shall be reduced by limited in the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties aggregate to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IXPurchase Price Indemnification Amount. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect theretoSection 8.3(e)(ii), "Purchase Price Indemnification Amount" shall mean the sum of (x) Cdn$13,062,741 (plus or minus any inaccuracy in adjustment to the Note as contemplated by Section 1.4(e)) and (y) the product of 1,000,000 multiplied by the average of the closing prices reported on the Nasdaq National Market for Buyer Parent Common Stock for the twenty trading days (whether or breach not any trades of Buyer Parent Common Stock occur on any representation or warranty shall be determined without regard such day) prior to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantythe date hereof.

Certain Limitations. The indemnification provided (a) Except in the event of fraud and any intentional breach of any covenant of the Company, the Parent Indemnitees shall not be entitled to recover any Damages pursuant to Section 9.2(a)(i), Section 9.2(a)(ii) or Section 9.2(a)(iii) until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by any one or more of the Parent Indemnitees, or to which any one or more of the Parent Indemnitees has or have otherwise become subject, and that would otherwise be indemnifiable pursuant to such Sections but for the application of this Section 9.3(a), exceeds $1,700,000 in Section 9.02 and Section 9.03 the aggregate. At such time as the cumulative amount of such Damages exceeds $1,700,000 in the aggregate, the Parent Indemnitees shall be entitled to recover the entire amount of such Damages, including the initial $1,700,000. (b) Except in the event of fraud, any intentional breach of any covenant of Parent and any breach by Parent of any obligation to pay any amounts required to be paid pursuant to Sections 1.5, 1.6, 1.7 and 1.8, the Company Indemnitees shall not be entitled to recover any Damages pursuant to Section 9.2(b)(i) or Section 9.2(b)(ii) for any inaccuracy in or breach of any representation, warranty, covenant or obligation of Parent until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by any one or more of the Company Indemnitees, or to which any one or more of the Company Indemnitees has or have otherwise become subject, and that would otherwise be indemnifiable pursuant to such Sections but for the application of this Section 9.3(b), exceeds $1,700,000 in the aggregate. At such time as the cumulative amount of such Damages exceeds $1,700,000 in the aggregate, the Company Indemnitees shall be entitled to recover the entire amount of such Damages, including the initial $1,700,000. (c) Notwithstanding any other provision contained herein, except in the event of fraud, recourse by the Parent Indemnitees to the Indemnity Escrow Fund and the indemnification provisions contained in this Section 9 shall be the Parent Indemnitees’ sole and exclusive remedy after the Effective Time for monetary Damages for any inaccuracy in or breach of any representation, warranty, covenant or obligation of the Company set forth in this Agreement; provided, however, that nothing contained in this Section 9.3(c) or elsewhere in this Agreement shall limit the rights of any Parent Indemnitee to seek or obtain injunctive relief or any other non-monetary equitable remedy to which such Parent Indemnitee is otherwise entitled. (d) Except in the event of fraud or for the breach by Parent of any obligation to pay any amounts required to be paid pursuant to Sections 1.5, 1.6, 1.7 and 1.8, the maximum aggregate amount payable by Parent to the Company Indemnitees pursuant to this Section 9 shall in no event exceed $20,000,000. (e) Except in the event of fraud or for the breach by Parent of any obligation to pay any amounts required to be paid pursuant to Sections 1.5, 1.6, 1.7 and 1.8, the indemnification provisions contained in this Section 9 shall be the Company Indemnitees’ sole and exclusive remedy after the Effective Time for monetary damages for any inaccuracy in or breach of any representation, warranty, covenant or obligation of Parent set forth in this Agreement; provided, however, that nothing contained in this Section 9.3(e) or elsewhere in this Agreement shall limit the rights of any Company Indemnitee to seek or obtain injunctive relief or any other non-monetary equitable remedy to which such Company Indemnitee is otherwise entitled. (f) If (i) an Indemnitor obtains a bona fide, good faith, written offer from a third-party claimant to settle in all respects a Legal Proceeding being defended by such Indemnitor pursuant to Section 9.5(a) in exchange solely for a cash payment specified in such written offer, all of which would be paid or otherwise borne by the Indemnitor (the “Specified Settlement Amount”) and a release of claims against such third party (a “Release of Claims”), and such settlement offer is subject to no requirements, obligations or limitations on the part of the Indemnitee or imposed on the Indemnitee or its business other than the obligation to provide a Release of Claims, (ii) such Indemnitor requests in writing the written consent of the Indemnitee to such settlement in accordance with Section 9.5(a)(E), and (iii) the Indemnitee refuses in writing to consent to such settlement or otherwise fails to consent to such settlement within 15 business days after its receipt of such written request, thereafter the maximum liability of the Indemnitor for the matters arising out of such Legal Proceeding shall be, subject to the following limitationsother provisions of this Section 9.3, the Specified Settlement Amount. Without limiting the foregoing, in any case where an Indemnitor is defending a Legal Proceeding in accordance with Section 9.5, such Indemnitor shall be required to promptly inform the Indemnitee in writing of any definitive offer from a third-party claimant to settle in any respect such Legal Proceeding. (g) In the event that the Company notifies Parent in writing at least five business days prior to the date of the Parent Stockholders’ Meeting of any material error identified in the financial statements of the Company or other information provided by the Company, in either case that are included in the preliminary Proxy Statement or in the definitive Proxy Statement mailed to Parent’s stockholders, and Parent nevertheless determines that it is not necessary to or otherwise refuses or fails to modify such preliminary Proxy Statement or, in the case that the definitive Proxy Statement that has been mailed to the stockholders of Parent, to mail a supplement or amendment to Parent’s stockholders, Parent shall have no recourse to the Indemnity Escrow Fund or otherwise for any Damages resulting from any Legal Proceeding brought by or on behalf of Parent’s stockholders to the extent such Legal Proceeding is based upon the error identified by the Company. (h) In no event shall any Parent Indemnitee be entitled to be indemnified for a breach of the representation set forth in Section 2.25 or for the representation set forth in Section 2.4(c) (or in any certificate delivered at Closing, but only to the extent that it relates to such Sections) or the covenant set forth in Section 4.1(e), except to the extent that Parent’s Damages arise out of one or more Legal Proceedings brought by a stockholder or stockholders of Parent on the basis of such actual or alleged breach of representations set forth in Section 2.4(c) or Section 2.25. (i) In the event Damages are directly or indirectly suffered or incurred by any of the Parent Indemnitees or to which any of the Parent Indemnitees may otherwise become directly or indirectly subject (regardless of whether or not such Damages relate to any third party claim), to the extent such Damages arise from or as a result of, or are directly or indirectly connected with an Acquired Company’s failure, prior to the Closing, to have complied with provisions in (1) Acquired Company Contracts with customers of the Acquired Companies specifying wafer yield, delivery date and capacity guarantee requirements or (2) Acquired Company Contracts with suppliers of the Acquired Companies specifying payment due date requirements, then: (ai) if such Damages are less than $25,000 with respect to any event or occurrence or series of related events or occurrences relating to the same customer or supplier, such Damages shall be deemed to be zero for all purposes under this Agreement; (ii) if such Damages are greater than $25,000 but less than $275,000 with respect to any event or occurrence or series of related events or occurrences relating to the same customer or supplier, the amount of such Damages shall for all purposes of this Agreement be deemed to be 45% of the amount of such Damages; and (iii) if such Damages are greater than $275,000 with respect to any event or occurrence or series of related events or occurrences relating to the same customer or supplier, the amount of such Damages shall for all purposes of this Agreement be deemed to be an amount equal to (x) $123,750 plus (y) 70% of the amount of such Damages in excess of $275,000. (j) The Indemnifying Party amount of “Damages” for which any Indemnitee is entitled to indemnification hereunder shall not be liable reduced by (i) with respect to Parent Indemnitees an amount (the “Net Alternative Recovery Amount”) equal to, (x) any portion of such Damages which such Parent Indemnitee has actually recovered against an insurance policy, net of any increase in premiums resulting from any such insurance claim and all other out-of-pocket costs and expenses relating to the Indemnified recovery of such amounts to the extent not reimbursed by insurance, (y) any portion of such Damages which such Parent Indemnitee has actually recovered as a result of any indemnity claim by such Parent Indemnitee against Conexant or any licensor or transferor of Intellectual Property to the Company or (z) any portion of such Damages which such Parent Indemnitee has actually recovered from any supplier to the Company (any party referred to in clauses (x), (y) or (z) shall collectively be referred to as, “Specified Third Parties”), in each case with respect to the same facts and circumstances that give rise to the breach of representation and warranty, breach of covenant or other indemnifiable matter hereunder that has resulted in such Damages, (ii) the amount of any specific reserve or other specific accrual on the Final Closing Date Balance Sheet (whenever established) that was specifically established to cover a particular item of Damages, up to the lesser of the amount of such Damages or the amount of such specific reserve or other accrual, but only to the extent that the establishment of such reserve or other accrual reduced the Final Closing Working Capital Amount, (iii) the amount of any general reserve or other general accrual on the Final Closing Date Balance Sheet established after the date of this Agreement, up to the lesser of the amount of Damages incurred by such Indemnitee with respect to the matter for which such reserve or accrual was established or the amount of such reserve or other accrual, but only to the extent that the establishment of such reserve or other accrual reduced the Final Closing Working Capital Amount; and (iv) the amount of any general reserve for uncollectible accounts receivable, up to the lesser of the amount of Damages from any inaccuracy in or breach of the representations and warranties in the last sentence of Section 2.7(b) or the amount of such general reserve. No particular dollar of any reserve or other accrual shall be utilized more than once to offset a dollar of Damages. With respect to clause (i) above, the applicable Parent Indemnitee(s) shall (contemporaneously with the pursuit by such Indemnitee(s) of indemnification claims hereunder), use commercially reasonable efforts to pursue claims against such insurance policies or Specified Third Parties, to the extent (x) such claims, if successful, would result in an offset pursuant to the terms of this Agreement against Damages that are otherwise indemnifiable hereunder, and (y) such claims are valid and reasonably recoverable based on a written insurance policy of which an Acquired Company is the beneficiary or the express terms of a written indemnity agreement between the Acquired Company and such Specified Third Party, a breach of contract by such Specified Third Party for indemnification under or as a result of the failure of any supplier to deliver any product that meets the specifications required by the Acquired Companies’ processes. In no event shall the existence or pendency of any possible claim by an Indemnitee against any such insurance policy or Specified Third Party preclude any Indemnitee from delivering a Notice of Indemnification Claim with respect to any Damages that are directly or indirectly suffered or incurred by such Indemnitee or to which any of the Parent Indemnitees may otherwise become directly or indirectly subject (regardless of whether or not such Damages relate to any third party claim), and that arise from or as a result of, or are directly or indirectly connected with, any matter described in Section 9.02(a)(ii9.2(a) or Section 9.03(b9.2(b), as applicable. In the event that, with respect to clause (i) above, (1) an Indemnitee is required to use commercially reasonable efforts to pursue a claim against an insurance policy or Specified Third Party, but (2) such Indemnitee has not recovered the Net Alternative Recovery Amount with respect to such claim prior to the time that such Indemnitee receives any payment out of the Indemnity Escrow Fund with respect to the particular breach of representation and warranty, breach of covenant or other indemnifiable matter hereunder to which such Net Alternative Recovery Amount would relate, such Indemnitee shall be obligated to continue to pursue such insurance claim or claim against such Specified Third Party for an additional period (A) of up to 120 days following the date of such Indemnitee’s receipt of such payment out of the Escrow Fund in the case of a Specified Third Party that is a supplier and (B) that is commercially reasonable under the circumstances in the case of any other Specified Third Party (any such additional period, the “Subsequent Pursuit Period”). If, at any time on or prior to the Designated Date, such Indemnitee receives any Net Alternative Recovery Amount with respect to such insurance claim or claim against such Specified Third Party, such Indemnitee shall pay any portion of such Net Alternative Recovery Amount that would have reduced the amount of Damages recoverable by such Indemnitee from the Indemnity Escrow Fund back to the Indemnity Escrow Fund. If, at any time after the Designated Date, such Indemnitee receives any Net Alternative Recovery Amount with respect to such insurance claim or claim against such Specified Third Party, such Indemnitee shall pay any portion of such Net Alternative Recovery Amount that would have reduced the amount of Damages recoverable by such Indemnitee from the Indemnity Escrow Fund (x) to the extent of the excess (if any) of (1) the aggregate amount of the Claimed Amounts and Contested Amounts, as the case may be, until associated with all remaining Unresolved Escrow Claims as of such date, over (2) the aggregate Aggregate Escrow Balance (as defined in Section 9.7(i)) as of such date, back to the Indemnity Escrow Fund, and (y) otherwise to the Stockholders’ Representative for distribution to the Escrow Participants. The payment of any such amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of by Parent to the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party Stockholders’ Representative shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, completely discharge Parent’s obligations with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered and in no event shall Parent have any responsibility or incurred by the Indemnified Party with respect liability whatsoever for causing or ensuring that all or any portion of such amount is ultimately paid or distributed to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderEscrow Participants. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party After the Closing, Seller shall not be liable required to indemnify the Indemnified Party Buyer Indemnitees (i) for indemnification Losses under Section 9.02(a)(ii9.2(a) or Section 9.03(b), as the case may be, until the aggregate amount of all such Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price $1,000,000 (the “Basket AmountBasket”), in which event Seller shall be responsible for the Indemnifying Party shall only be required to pay entire amount of such Losses, or be liable (ii) for Losses in the aggregate in excess of the Basket Amount$10 million. (b) No Indemnified Party Any Buyer Indemnitee shall only be indemnified by the reduction of the principal amount of the FNF Note by the amount of Losses (or in the case of indemnification under Section 8.1, Taxes or payments in respect of Taxes) incurred, from and after the date of incurrence, it being understood that such reduction shall be entitled the sole and exclusive source of recovery and remedy of any Buyer Indemnitee with respect to recover from the Indemnifying Party any Losses pursuant to either claim for indemnification under Section 9.02(a)(ii) 8.1 or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”)9.2. (c) The Buyers shall not be required to indemnify the Seller Indemnitees (i) for Losses under Section 9.3(a) until the aggregate amount of all such Losses exceeds the Basket, in which event Buyers shall be responsible for which either (i) Seller, pursuant to Section 9.02(a)the entire amount of such Losses, or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, for Losses in each case, not exceed the Purchase Price;aggregate in excess of $10,000,000. (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto)Article IX, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any knowledge, materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) The representations, warranties and covenants of Seller and Buyers’ rights to indemnification with respect thereto shall not be affected or deemed waived by reason of any investigation made by or on behalf of either Buyer (including by any of its advisors, consultants or Representatives) or by reason of the fact that either Buyer or any of such advisors, consultants or Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of Buyers’ waiver of any condition set forth in Article VI. (f) Except as provided in Section 10.9 and Article VIII, the indemnity provided for in this Article IX shall be the sole and exclusive remedy of the Buyer Indemnitees or the Seller Indemnitees, as the case may be, after the Closing for any inaccuracy of any representation or warranty of Seller or Buyers, as applicable, in this Agreement or any other breach hereof. Seller hereby waives and acknowledges and agrees that Seller shall not have and shall not attempt to exercise or assert any right of contribution or indemnity or any other claim whatsoever against the Companies or their Subsidiaries, or any Representative of the foregoing, in connection with any matter with respect to which indemnity is sought from Seller under this Agreement.

Certain Limitations. The indemnification provided for in Article VII, Section 9.02 9.02, Section 9.03 and Section 9.03 9.04 shall be subject to the following limitations: (a) The Indemnifying Party Warrantors shall not be liable to the Indemnified Party Beneficiary Indemnitees for indemnification under Section 9.02(a)(ii9.03(a) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in (other than with respect of to a claim for indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty in Section 4.01 and Section 4.03 (the “Beneficiary Basket Exclusions”), or under Section 9.03(b) with respect to covenants to be performed prior to the Closing or Article VII, until the aggregate amount of all Losses in respect of indemnification under such sections (other than those based upon, arising out of, with respect to or by reason of the Beneficiary Basket Exclusions) exceeds €150,000 (the “Basket”), in which event the Warrantors shall be determined without regard required to pay or be liable only for those Losses exceeding €150,000. The maximum aggregate indemnification obligation of the Warrantors under Article IX or Article VII shall be limited to thirty percent (30%) of the Contribution Amount other than with respect to claims for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty contained in the Beneficiary Basket Exclusions. Notwithstanding the foregoing, Beneficiary shall not have the right to recover Losses under this Article IX or Article VII relating to any materialityindividual claim or series of related claims based on a similar set of operative facts, Material Adverse Effect and such Losses shall not apply to the Basket, unless such claim or series of related claims is greater than €15,000 (the “De Minimis Amount”), in which case the Beneficiary shall be entitled to recover for all such Losses (or all such Losses shall be applied against the Basket, as applicable) in connection with such claim or series of related claims including the De Minimis Amount. (b) The Beneficiary shall not be liable to the Contributor Indemnitees for indemnification under Section 9.04(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Sections 5.01 and 5.04 (the “Contributor Basket Exclusions”), or under Section 9.04(b) with respect to covenants to be performed prior to the Closing, until the aggregate amount of all Losses in respect of indemnification under such sections (other than those based upon, arising out of, with respect to or by reason of the Contributor Basket Exclusions) exceeds €150,000 (the “Basket”), in which event the Beneficiary shall be required to pay or be liable only for those Losses exceeding €150,000. The maximum aggregate indemnification obligation of the Beneficiary under Article IX shall be limited to thirty percent (30%) of the Contribution Amount other than with respect to claims for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty contained in the Contributor Basket Exclusions. Notwithstanding the foregoing, Contributors shall not have the right to recover Losses under this Article IX relating to any individual claim or series of related claims based on a similar set of operative facts, and such Losses shall not apply to the Basket, unless such claim or series of related claims is greater than the De Minimis Amount, in which case the Contributors shall be entitled to recover for all such Losses (or all such Losses shall be applied against the Basket, as applicable) in connection with such claim or series of related claims including the De Minimis Amount. (c) Losses otherwise subject to indemnification hereunder shall be reduced by the amount, if any, of any insurance proceeds, Tax benefits or savings, or other similar qualification contained amounts received or recoverable by the Indemnified Party from any third party with respect thereto. All Indemnified Parties shall use good faith reasonable commercial efforts to mitigate any Losses potentially subject to indemnification hereunder and to recover any such Losses from any available insurance carrier or other third party potentially liable therefor. No party shall have any indemnification obligation hereunder with respect to any Loss to the extent arising from the enactment or amendment of any Laws entering in force after the Closing. Neither the Contributors nor the Warrantors shall have any indemnification obligation hereunder with respect to any Loss arising from any change made by Beneficiary or otherwise applicable the Companies to the accounting methods or practices implemented after the Closing or any other actions taken or omitted to be taken by Companies or Beneficiary following the Closing, or reserved against or accrued or provided for on the Financial Statements or the Closing Working Capital Statement. If any amount paid in connection with or account of a Loss by an Indemnifying Party to another is subsequently recovered, totally or partially, from a Person or a Governmental Authority, then the Indemnified Party shall promptly pay over the amount so recovered to the Indemnifying Party, up to the amount previously indemnified. An Indemnifying Party shall have a reasonable opportunity to cure any matter giving rise to a potential claim for indemnification hereunder. An Indemnifying Party shall be subrogated to all rights of any Indemnified Party with respect to any Losses to which such representation or warrantyindemnification relates to the extent of any payment made in connection therewith. In any case, any given Loss will be indemnified only once and, as a consequence, shall not lead to several indemnifications by the Indemnifying Party to the Indemnified Party and/or any of its Affiliates.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The No claim for Losses shall be made under Section 9.2(a) or under Section 9.3(a) unless the aggregate amount of Losses exceeds [***] for which claims are made hereunder by the Indemnified Party (the "Basket"), in which case the Indemnified Party shall be entitled to seek compensation for Losses in excess of the Basket, but only up to a maximum aggregate amount of [***] (the "Indemnification Cap"); provided, however, that the foregoing Basket and Indemnification Cap shall not apply to Losses resulting from (i) Seller's Fraud or (ii) any breach of any Fundamental Rep made by Seller; provided, further, that aggregate indemnification obligations of the Indemnified Party for all Losses resulting from any breach of any Fundamental Rep shall not exceed an amount equal to [***] (the "[***]"). Notwithstanding anything to the foregoing, with respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 9.2(a) or under Section 9.3(a), (x) no Party shall be liable for any Loss resulting from or relating to any inaccuracy in or breach of any representation or warranty if the Party seeking indemnification for such Loss had knowledge of such breach or the underlying facts of such breach before the Initial Closing and (y) the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed [***] (the "De Minimis Amount") (which Losses shall not be counted toward the Basket); provided, however, that such de minimis limitation shall not apply with respect to Fraud. The aggregate indemnification obligations of the Indemnified Party for indemnification claims made under Section 9.02(a)(ii9.2(b) or Section 9.03(b)9.3(b) shall not exceed the [***] . For the avoidance of doubt, as none of the case may beBasket, until the aggregate amount of all Indemnification Cap, [***] or De Minimis Amount limitations shall apply with respect to any Losses in respect of indemnification under Section 9.02(a)(ii9.2(c) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”9.3(d), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party The amount of any Loss for which indemnification is provided under Section 9.2 or Section 9.3 shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess net of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, any amounts actually received by the Indemnified Party pursuant to Section 9.02(a), any indemnification by or indemnification agreement with any third party in respect of such Loss and (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of such Loss as an offset against such Loss. If the amount to be netted hereunder from any Losses incurred payment required under Section 9.2 or Section 9.3 is determined after payment by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Indemnifying Party of any indemnification payment hereunder in respect of the claims amount otherwise required to which such insurance proceeds, indemnity payments or other third-party recoveries relate, be paid to an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding , the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, repay to the extent Indemnifying Party, promptly after such Losses are finally awarded in connection with a Third-determination, any amount that the Indemnifying Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts would not have had to mitigate any Losses for which it is entitled to indemnification pay pursuant to this Article IX had such determination been made at the time of such payment. (c) Indemnified Party shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate Losses, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Lossbreach. (hd) For purposes of All payments made pursuant to this ARTICLE Article IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard treated for Tax purposes as an adjustment to any materialitythe purchase price, Material Adverse Effect or other similar qualification contained in or unless otherwise required by applicable to such representation or warrantyLaw.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Subject to Section 9.3(b) and 9.3(c), the Indemnitees shall not be liable to the Indemnified Party for indemnification under Section 9.02(a)(ii) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, Damages pursuant to Section 9.02(a9.2(a)(i), or Section 9.2(a)(ii) and Section 9.2(a)(xii) (ii) Buyer, pursuant as it relates to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled Legal Proceedings that give rise to indemnification claims by Parent under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs Sections 9.2(a)(i) and expenses of collection or increased premiums, if applicable9.2(a)(ii). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty of the Company until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds, without duplication, $60,000 in the aggregate (the “Threshold Amount”). At such time as the cumulative amount of such Damages exceeds the Threshold Amount in the aggregate, the Indemnitees shall be determined without regard entitled to recover the entire amount of such Damages, including the initial Threshold Amount. (b) Subject to Section 9.3(c), offset against the Indemnity Holdback Amount shall be the Indemnitees’ exclusive source after the Effective Time for any Damages which are indemnifiable pursuant to Sections 9.2(a)(i), 9.2(a)(ii), 9.2(a)(vii), 9.2(a)(x) and 9.2(a)(xii) (as it relates to Legal Proceedings that give rise to indemnification claims by Parent under Sections 9.2(a)(i), 9.2(a)(ii), 9.2(a)(vii) or 9.2(a)(x)). Subject to Section 9.3(c) and Section 9.6, the aggregate maximum liability for claims for Damages arising from any inaccuracy in or breach of any representation or warranty of the Company set forth in Section 2.9 (Intellectual Property) shall not exceed $3,600,000 inclusive of the Indemnity Holdback Amount. (c) Notwithstanding anything to the contrary herein, the limitations set forth in Section 9.3(a) and 9.3(b) shall not apply to claims pursuant to Sections 9.2(a)(i) or 9.2(a)(ii) with respect to the Fundamental Representations (or 9.2(a)(xii) to the extent related to such Section 9.2(a)(i) or 9.2(a)(ii) Fundamental Representation claim), in the event of any claim pursuant to any materialityof clauses “(iii)” through “(xi)” (except as noted in Sections 9.3(a) or 9.3(b)) of Section 9.2(a), Material Adverse Effect or in the case of a claim made pursuant to Sections 9.2(a)(i) or 9.2(a)(ii) involving fraud. Subject to Sections 9.3(g) and 9.6, any indemnification claims pursuant to Section 9.2 for which the limitations set forth in Section 9.3(b) do not apply may be made directly against the Holdback Participants on a several and not joint basis (with liability for such claims determined based on their respective Pro Rata Shares). Each Holdback Participant’s aggregate maximum liability for all claims for Damages pursuant to this Agreement shall be limited to the Aggregate Transaction Value actually received by such Holdback Participant, except that the liability of any Holdback Participant shall not be so limited with respect to any Damages arising from fraud committed by such Holdback Participant. (d) Each Holdback Participant waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar qualification contained right or remedy against Merger Sub or the Company in connection with any indemnification obligation or otherwise applicable any other liability to which he may become subject under or in connection with this Agreement or any other agreement or document delivered to Parent in connection with this Agreement, except in connection with an Affiliate of such Holdback Participant’s service as a director of the Company. (e) Any indemnification pursuant to this Agreement with respect to either: (i) a breach of a representation or warrantywarranty set forth in Section 2.14, other than with respect to a breach of any representation or warranty set forth in Sections 2.14(f), (g), (h), (i), (k), (l) and (n); or (ii) Taxes due to a breach of a representation or warranty in Article 2, other than with respect to a breach of any representation or warranty set forth Section 2.14, shall be limited to unpaid Pre-Closing Taxes less amounts taken into account in determining the Aggregate Closing Transaction Value.

Certain Limitations. The indemnification provided for Notwithstanding anything in Section 9.02 and Section 9.03 shall be subject this Agreement to the following limitations:contrary, (a) The Indemnifying Party no party shall indemnify or otherwise be liable to any other party with respect to any claim for any breach of a representation, unless notice of the claim is given within eighteen months after the Closing Date; (b) the Seller shall not be required to indemnify or otherwise be liable to the Indemnified Party Purchaser for indemnification under Section 9.02(a)(ii) any breach of a representation or Section 9.03(b)warranty, as unless the case may be, until Losses of the Purchaser from all such breaches exceed in the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds oneTwenty-percent Five Thousand Dollars (1%) of the Purchase Price (the “Basket Amount”$25,000), in which event the Indemnifying Party Seller shall only be required to pay or be liable indemnify the Purchaser for all such Losses (subject to the other limitations in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(bthis Agreement), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”).; (c) The the Purchaser shall not be required to indemnify or otherwise be liable to the Seller for any breach of a representation or warranty unless the Losses of the Seller from all such breaches exceed in the aggregate amount of all Losses for which either Twenty-Five Thousand Dollars (i) Seller, pursuant to Section 9.02(a$25,000), or (ii) Buyer, pursuant to Section 9.03, in which event the Purchaser shall be liable shall, required to indemnify the Seller for all such Losses (subject to the other limitations in each case, not exceed the Purchase Pricethis Agreement); (d) Notwithstanding the foregoingSeller shall not be required to indemnify for any breach of a representation or warranty, to the limitations extent that the Losses of the Purchaser from all such breaches exceed in the aggregate the Cash Consideration paid (but not refunded) pursuant to Section 2.2 plus the aggregate royalties paid to the date of final determination of liability (and it is understood that such limitation does not apply to the indemnity set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; andSection 10.2(c)); (e) the Purchaser shall not be required to indemnify for any breach of a representation or warranty to the extent that the Losses of the Seller from all such breaches exceed in the aggregate the Cash Consideration provided for in Section 2.2 (and it is understood that such limitation does not apply to the indemnity set forth in Section 3.5 and Section 10.3(b)); (f) the amount of Losses for which any Indemnified Party would otherwise a Claimant may be entitled to indemnification under this Article IX shall be reduced by Agreement (but not the amount of Losses suffered by a Claimant for purposes of the foregoing provisions of this Section 10.5) shall be determined on an after-tax basis, after giving effect to any tax benefit arising from the incurring of any Loss and any tax detriment arising from the indemnification thereof; (g) indemnification of Losses under this Agreement shall be net of any insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties paid to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party Claimant with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives event giving rise to such Loss. (h) For purposes of , but no Claimant shall have any obligation under this ARTICLE IX (including for purposes of determining the existence of Agreement to make any inaccuracy in, or breach of, claim under any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall insurance policy that may be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyevent.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 7.2 shall be subject to the following limitations: (a) The Indemnifying Party Sellers shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 9.02(a)(ii7.2(a) or Section 9.03(b7.2(c), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii7.2(a) or the aggregate amount of all Losses in respect of indemnification under Section 9.03(b7.2(c) exceeds one-percent (1%) of the Purchase Price $99,450 (the “Basket AmountBasket”), in which event the Indemnifying Party Sellers shall only be required to pay or be liable for all such Losses in excess of from the first dollar; provided, however, that the Basket Amount. shall not apply to any breach of any Special Representations; provided, further, that any breach of Special Representations (bother than an intentional misrepresentation) No Indemnified Party shall not be entitled to recover from considered in determining whether the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) Basket has been satisfied. The aggregate amount of all Losses for which either (i) Seller, Sellers may be liable pursuant to Section 9.02(a), 7.2(a) or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c7.2(c) shall not apply to Losses based uponexceed $2,983,500 (the “Cap”); provided, arising out of, that with respect to or by reason any claims for breaches of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX Special Representations, the Cap shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties equal to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IXExchange Consideration. Notwithstanding the foregoing, nothing contained herein (i) the Basket and the Cap shall obligate an Indemnified not apply to (A) indemnification claims to the extent amounts are actually paid under insurance maintained by the Indemnifying Party (or any of its Affiliates) and (B) indemnification claims based in whole or in part upon fraud, willful misconduct or intentional misrepresentation. The Basket and the Indemnification Cap shall apply only to seek recovery from indemnification claims made under clause (a) and (c) of Section 7.2 and shall not affect or apply to any then-existing insurance policies in respect other indemnification claim made pursuant to this Agreement, including those asserted under any other clause of Section 7.2. (b) Solely for purposes of calculating the amount of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for arising out of or caused by any punitive, incidental, consequential, special, breach by the Company or indirect damages, the Sellers of any representation or exemplary Losses except, warranty made by the Company or the Seller in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses this Agreement for which it a Buyer Indemnitee is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to VII any references in any such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in to “material,” or breach of any representation “Material Adverse Effect” or warranty similar qualifications shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantydisregarded.

Certain Limitations. The indemnification provided for in Section 9.02 10.2 and Section 9.03 10.3 shall be subject to the following additional limitations: (a) The Indemnifying Party No Equityholder shall not be liable to the Indemnified Party have any liability for indemnification in respect of any claim for indemnification under Section 9.02(a)(ii10.2(a)(i), 10.2(b)(i) or Section 9.03(b), as the case may be, 10.2(c)(i) until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(iiDamages indemnifiable pursuant to such Sections exceeds Six Hundred Thirty Thousand Dollars ($630,000) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket AmountBasket”), in which event and then the Indemnifying Party Equityholders shall only be required to pay or be liable for Losses such amounts in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from Basket; provided, however, that the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(baggregate amount of all Damages under Sections 10.2(a)(i), in each case, 10.2(b)(i) and or 10.2(c)(i) for an aggregate amount in excess of twenty-five which the Equityholders may be liable to the Buyer Indemnitees shall not exceed Six Hundred Thirty Thousand Dollars (25%$630,000) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed and thereafter the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party Buyer Indemnitees’ only recourse in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In Damages exceeding the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund Cap shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable R&W Insurance Policy; provided, that the Cap shall be reduced to Three Hundred Sixty Thousand Dollars ($360,000), on the twelve (12)-month anniversary of the Initial Closing Date; provided, further, however, that neither the Basket nor the Cap shall apply to any claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IXbased on Fraud. Notwithstanding anything to the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies contrary in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses exceptthis Agreement, in each case, to the extent such Losses are finally awarded in connection with event a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled Buyer Indemnitee’s right to indemnification pursuant to this Article IX including incurring costs only 10 (i) results from or arises under both Section 10.2(a)(i) and Section 10.2(a)(iv) (“Dual Claims”), such Damages shall be deemed to result from or arise solely under Section 10.2(a)(i) and be subject to the minimum extent necessary to remedy limitations on liability applicable thereto (including the breach that gives rise to such LossBasket and Cap). (hb) Notwithstanding anything to the contrary in this Agreement, other than any claim for or based on Fraud, no Equityholder shall have liability for any reason under this Agreement in an aggregate amount greater than, in the case of the AHMS Equityholders, the Pro Rata Portion of the cash Purchase Price such Equityholder actually receives in connection with the sale of the AHMS Interests, and in the case of the IPA Equityholder and IPA Beneficial Owner, the sum of the CFC IPA Cash Purchase Price plus the value of any CFC IPA Deferred Payments actually paid by PC B▇▇▇▇. (c) Buyer Parties shall not (nor permit any Affiliate thereof to) solicit claims from any Persons for the primary purpose of creating claims for indemnification for which any Equityholder would be responsible under this Agreement. (d) For all purposes of this ARTICLE IX Article 10, “Damages” shall be net of any amounts paid or payable to an Indemnified Person under any insurance policy or Contract (including for purposes the R&W Insurance Policy) in connection with the facts giving rise to the right of determining indemnification hereunder, and each Indemnified Person shall use its reasonable commercial efforts to recover all amounts payable from other third party under any such Contract (including the existence of any inaccuracy inR&W Insurance Policy) prior to seeking indemnification hereunder; provided, or breach ofhowever, any representation or warranty and for calculating that the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty deemed to be paid under such insurance policies shall be determined without regard net of the deductible for such policies; and, provided, further, that the Equityholder Representative shall be subrogated (and Buyer Parties shall and shall cause Buyer Indemnitees to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable cause the Equityholder Representative to such representation or warrantybe subrogated) to the rights of Buyer Indemnitees under the R&W Insurance Policy.

Certain Limitations. The indemnification provided for in Section 9.02 10.02 and Section 9.03 10.03 shall be subject to the following limitations: (a) The Indemnifying Party Seller shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 9.02(a)(ii10.02(a)(i) (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 9.03(b2.01, Section 2.02, Section 2.03, Section 2.04, and Section 2.06 (the “Buyer Basket Exclusions”), as the case may be), until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii10.02(a) (other than those based upon, arising out of, with respect to or Section 9.03(bby reason of the Buyer Basket Exclusions) exceeds one-percent Two Hundred Fifty Thousand Dollars (1%) of the Purchase Price (the “Basket Amount”$250,000.00), in which event the Indemnifying Party Seller shall only be required to pay or be liable for all such Losses exceeding Two Hundred Fifty Thousand Dollars ($250,000.00). Notwithstanding anything to the contrary contained herein, Seller’s aggregate liability under this Agreement in excess respect of breaches of its representations and warranties contained herein (excluding the Buyer Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(bExclusions), in each case, for an aggregate amount in excess of shall not exceed twenty-five percent (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed but the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) Cap shall not apply to Losses any claims for indemnification based upon any Buyer Basket Exclusion or any breach of Seller’s or the Company’s covenants herein. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 10.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty in Section 3.01 and Section 3.03 (the “Seller Basket Exclusions”) until the aggregate amount of all Losses in respect of indemnification under Section 10.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds Two Hundred Fifty Thousand Dollars ($250,000.00), in which event Seller shall be determined without regard required to any materialitypay or be liable for all such Losses exceeding Two Hundred Fifty Thousand Dollars ($250,000.00). Notwithstanding anything to the contrary contained herein, Material Adverse Effect or other similar qualification Buyer’s aggregate liability under this Agreement in respect of all breaches of its representations, warranties and covenants contained in or otherwise applicable to such representation or warrantyherein shall not exceed twenty-five percent (25%) of the Purchase Price.

Certain Limitations. The indemnification provided for in Section 9.02 Party (including its Affiliates) making a claim under this Article IX is referred to as the “Indemnified Party,” and Section 9.03 shall be subject the Party against whom such claim is asserted under this Article IX is referred to as the following limitations:“Indemnifying Party.” (a) The Indemnifying Party Seller shall not be liable to the any Buyer Indemnified Party for indemnification under Section 9.02(a)(ii9.02(a) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii9.02(a) or and Section 9.03(b9.02(b)(i) exceeds one-percent (1%) of the Purchase Price an amount equal to $375,000 (the “Basket AmountDeductible”), in which event the Indemnifying Party Seller shall only be required to pay or be liable for Losses in excess of the Basket AmountDeductible; provided, however, that in no event shall Seller’s aggregate Liability under Section 9.02(a) exceed $7,500,000 (the “Cap”). Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply to any indemnification claim made by any Buyer Indemnified Party: (i) under Section 9.02(b)(i), or (ii) arising out of, resulting from or relating to any Fraud by Seller or any Member. (b) No Seller shall not be liable to any Buyer Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either for indemnification under Section 9.02(a)(ii9.02(b)(i) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%the Purchase Price received by Seller and the Members shall not be liable to any Buyer Indemnified Party for indemnification under Section 9.02(b)(i) in an aggregate amount, with respect to each Member, in excess of the portion of the Purchase Price (the “Cap”)received by such Member; provided, however, that this Section 9.04(b) shall not apply to any indemnification claim made by any Buyer Indemnified Party arising out of, resulting from or relating to any Fraud by Seller or any Member. (c) The Buyer shall not be liable to any Seller Indemnified Party for indemnification under Section 9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.03(a) exceeds an amount equal to the Deductible, in which event Buyer shall only be required to pay or be liable for which either Losses in excess of the Deductible; provided, however, that in no event shall Buyer’s aggregate Liability under Section 9.03(a) exceed $7,500,000 (the “Buyer Cap”). Notwithstanding the foregoing, neither the Deductible nor the Buyer Cap shall apply to any indemnification claim made by any Seller Indemnified Party arising out of, resulting from or relating to: (i) Sellerany misrepresentation, inaccuracy in or breach of any Buyer Fundamental Warranty, or (ii) any Fraud by Buyer. (d) Buyer shall not be liable to any Seller Indemnified Party for indemnification under Section 9.03(a) for a misrepresentation, inaccuracy in or breach of any Buyer Fundamental Warranty in an aggregate amount greater than the Purchase Price; provided, however, that this Section 9.04(d) shall not apply to any indemnification claim made by any Seller Indemnified Party arising out of, resulting from or relating to any Fraud by Buyer. (e) In no event shall any Indemnified Party be entitled to seek or receive indemnification for the same Losses more than once under this Article IX even if a claim for indemnification in respect of such Losses has been made as a result of a breach of more than one (1) representation, warranty, covenant or agreement contained in this Agreement. (f) Each Indemnified Party shall take, and cause its Affiliates to take, Commercially Reasonable Efforts to mitigate any Loss that are indemnifiable pursuant to this Agreement to the extent required by Law. (g) The Indemnifying Party shall not be liable under Section 9.02 for any Losses to the extent included in the calculation of any adjustment to the Purchase Price pursuant to Section 1.07. No Losses may be claimed by Buyer to the extent (i) such Loss is included in the Closing Net Working Capital, (ii) except with respect to Sections 2.19(a), (l), (n), (o), (q), (r), (s), (v), (w), (x), (z), (aa), (bb) and (ee), any such Loss consisting of or relating to Taxes with respect to the Company attributable to the Post-Closing Taxable Period, or (ii) such Loss is due to Buyer breaching any covenant relating to Taxes in this Agreement. (h) Nothing in this Article IX shall be deemed to limit any rights of Buyer and its Affiliates as against the R&W Carrier under the R&W Insurance Policy. Notwithstanding any provision in this Agreement to the contrary, the Buyer Indemnified Parties shall be entitled to make a claim for indemnification under, and subject to the limitations in, this Article IX concurrently with seeking recovery from any insurance (including the R&W Insurance Policy). (i) Other than with respect to the Indemnity Escrow Amount or Fraud, the Buyer’s right to indemnification pursuant to Section 9.02(a) (other than with respect to any misrepresentation, inaccuracy in or breach of any of the Seller Fundamental Warranties) will be satisfied solely from the R&W Insurance Policy up to an amount equal to the policy limit under the R&W Insurance Policy, and other than with respect to the Indemnity Escrow Amount or Fraud, Seller shall have no liability for such indemnification pursuant to Section 9.02(a), or regardless of whether Buyer actually recovers under the R&W Insurance Policy. (iij) Other than with respect to Fraud, the Buyer, ’s right to indemnification pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d9.02(b)(i) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect resulting from or relating to any misrepresentation, inaccuracy in or breach of any of the Seller Fundamental Warranties will be satisfied: (i) first, by reason the Seller and the Members up to the amount of Fraudthe self-insured retention under the R&W Insurance Policy, including from the Indemnity Escrow Amount; and(ii) second, to the extent the R&W Insurance Policy provides coverage, from the R&W Insurance Policy up to an amount equal to the policy limit under the R&W Insurance Policy; and (iii) third, from the Seller and each of the Members, jointly and severally, to the extent that the R&W Insurance Policy does not fully cover the Losses (either because no coverage is available under such policy or there is insufficient insurance available under such policy), in an amount not to exceed the amount set forth in Section 9.04(b). (ek) Losses for The amount to which any Indemnified Party would otherwise be is entitled to indemnification under this Article IX hereunder shall be reduced by the amount of insurance proceeds (other than under the R&W Insurance Policy) actually received by such the Indemnified Party in respect of such claim for indemnification, less any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third(including deductibles and co-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (iinsurance) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party in order to collect such insurance proceeds and less increases in premiums attributable to such amounts. If the Indemnified Party or any of its Affiliates receives any such insurance proceeds subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount of the relevant insurance proceeds, less any out-of-pocket collection or out-of-pocket recovery costs and expenses (including deductibles and co-insurance) incurred by such Person in order to collect insurance proceeds and less increases in premiums attributable to such Losses. (l) Notwithstanding anything in this Agreement to the contrary, from and after the Closing, no Person defined as a Seller Indemnified Party shall seek or be entitled to advancement, indemnification, contribution or other recovery of any kind from the Company (including by reason of the fact that he, she or it was an officer, director, manager, member, employee, or agent of the Company or was serving at the request of the Company as a partner, trustee, director, officer, employee, or agent of another entity) for any actions or omissions of such Person prior to Closing with respect to any matter for which such Person is required to indemnify any Buyer Indemnified Party under this Article IX. (m) Notwithstanding anything in this Agreement to the contrary, the right to indemnification, payment of Losses or other remedy based upon any representation, warranty, covenant or obligation contained in this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being required) at any time, whether before or after the execution and delivery of this Agreement, with respect to the applicable claim for indemnification; (ii) accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation or the amount received by the Indemnified Party, net waiver of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) condition based on the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach accuracy of any representation or warranty shall be determined without regard warranty, or on the performance of or compliance with any covenant or obligation, and will not affect the right to any materialityindemnification based on such representations, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantywarranties, covenants and obligations.

Certain Limitations. The indemnification provided (a) No claim may be made for breach of any representation or warranty included in this Agreement and in any other agreement, certificate or instrument delivered pursuant to this Agreement: (i) after the expiration of any applicable time period set out in Section 9.02 7.1; provided that if any Claim has been asserted in writing by notice from the non-breaching party to the breaching party before the expiration date of the applicable survival period, but is unresolved at the conclusion of such period, then the rights of indemnification in this Article 7 and Section 9.03 shall the liability for such Claim will continue beyond the expiration of such period until such Claim is resolved; or (ii) to the extent: (A) such party has been actually reimbursed for such amount under any other provision of this Agreement; or (B) such party would be entitled to double recovery even though such claim may be subject to more than one indemnity or have resulted from the following limitationsbreach of more than one of the representations, warranties, agreements and covenants made by such Party; or (C) such party actually recovers under any insurance policy with respect to any Losses forming the subject matter of the claim, to the extent of the Net Recoveries; or (D) such liability arises or the amount thereof is increased as a result of a change after the Effective Date in the accounting policies or practices of an Indemnified Party or a change in applicable Laws. (b) Notwithstanding the foregoing: (ai) The Section 7.4(a) will not limit an Indemnifying Party shall not be liable to the Indemnified Party Party’s obligations and liability for indemnification any claim in respect of fraud or fraudulent misrepresentation by such Indemnifying Party; and (ii) regarding matters under Section 9.02(a)(ii) Sections 7.2 or Section 9.03(b)7.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which : (A) the amount received no investigations, inspections or due diligence undertaken by or on behalf of the Indemnified Party, net of any fees, costs and expenses ; or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by fact that the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net or any of any fees, costs and expenses its Representatives knew or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach should have known that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating is, was or might be inaccurate, will, or will be deemed to, affect, mitigate, modify, waive, diminish the amount scope of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable affect the Losses available to the Indemnified Party regarding such representation matters under Sections 7.2 or warranty7.3, as the case may be.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Notwithstanding Section‎ 7.2, the Sellers shall not be liable have any liability under Section‎ 7.2(a) and Section‎ 7.2(c) (other than with respect to the Indemnified Party for indemnification under Section 9.02(a)(iiFraud) or Section 9.03(b), as the case may be, with respect to any Losses unless and until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) for which the Sellers would, but for this Section‎ 7.4(a), be liable exceeds on an individual or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price cumulative basis an amount equal to $2,750,000 (the “Basket AmountDeductible”), in which event and then the Indemnifying Party Sellers shall only be required to pay or be liable only for all such Losses in excess of the Basket Deductible, and up to and solely from the Indemnification Escrow Fund (or such portion that remains at such time). The Sellers’ aggregate liability under Section‎ 7.2(a) and Section ‎7.2(c) (in each case, other than with respect to Fraud) shall in no event exceed the Indemnification Escrow Amount. The Sellers’ aggregate liability under Section‎ 7.2 (other than with respect to Fraud) shall in no event exceed $581,402,834. (b) No The amount of any Losses incurred or suffered by an Indemnified Party shall be entitled calculated after giving effect to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such the Indemnified Party (other than insurance proceeds received by the Purchaser or its Affiliates under the R&W Insurance Policy) to the extent resulting from such Losses, and (ii) any recoveries actually received by the Indemnified Party from any other third party to the extent resulting from such Losses (collectively, “Benefits and Recoveries”); provided, that (A) the amounts set forth in each of clauses (i) and (ii), shall be calculated net of any all deductibles or retention amounts, increases in premiums and all fees, costs and expenses of collection or increased premiums, if applicable). In the event that any incurred in connection with collecting such insurance proceeds are actually received by and recoveries, and (B) nothing in this Section ‎7.4(b) shall require an Indemnified Party subsequent to receipt by such file suit or pursue or initiate litigation or other Action. If an Indemnified Party of receives any indemnification payment hereunder in Benefits and Recoveries with respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, a Loss after an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not has made a payment to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to such Loss, the applicable claim for indemnification; (ii) Indemnified Party shall pay to the Indemnifying Party the amount received by the Indemnified Party, which such Benefits and Recoveries (net of any all deductibles or retention amounts, increases in premiums and all fees, costs and expenses or increased premiums incurred by such Indemnified Party in connection with collecting such amount; insurance proceeds and (iiirecoveries) exceeds the amount paid by of such Loss up to the amount of the Indemnifying Party pursuant Party’s payment. After the Closing, no Seller or any Related Person or Affiliate thereof shall have any right of contribution against the Purchaser, the Company or any of their respective Affiliates thereof for any indemnifiable Loss related to a breach of representation, warranty, covenant or agreement of the Company under this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderAgreement. (fc) No Each party hereto is relying on the representations and warranties of the other parties hereto regardless of the knowledge obtained through its own investigation or otherwise. Thus, an Indemnified Party shall be entitled Party’s right to indemnification for or any punitiveother remedy based on representations, incidentalwarranties, consequential, specialcovenants and agreements herein or any of the other Ancillary Agreements will not be affected by any investigation conducted at any time, or indirect damagesany knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, or exemplary Losses exceptcompliance with, any such representation, warranty, covenant or agreement. The indemnities set forth in each casethis ‎Article 7 are intended to be enforceable against the parties hereto in accordance with the express terms and scope thereof notwithstanding any Law that would prohibit or otherwise limit indemnities because of the negligence (whether sole, to the extent such Losses are finally awarded in connection with a Third-Party Claim against concurrent, active or passive) or other fault or strict liability of the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 Sections 8.2 and Section 9.03 8.3 shall be subject to the following limitations: (a) The Indemnifying Party Buyer Indemnitees shall not be liable indemnified pursuant to the Indemnified Party for indemnification under Section 9.02(a)(ii) or Section 9.03(b), as the case may be, until 8.2 with respect to any Loss if the aggregate amount of all Losses in respect of for which the Buyer Indemnitees have received indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price has exceeded $1,600,000 (the “Cap”). (c) The aggregate amount of all Losses ; provided, however, for which either (i) Sellerany Loss relating to, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud(i) any inaccuracy in or breach of any of the Seller Fundamental Representations, (ii) Section 8.2(b), (iii) Section 8.2(c), (iv) Section 8.2(d), or (v) Section 8.2(e), in each case, the Cap shall be equal to one hundred percent (100%) of the Purchase Price. For the avoidance of doubt, except in the case of fraud, intentional misrepresentation, or willful misconduct, in no event shall Seller be required to indemnify the Buyer Indemnitees for any Losses in excess of an aggregate amount equal to the Purchase Price. The Buyer Indemnitees shall not be indemnified pursuant to Section 8.2 with respect to any Losses unless and until such Losses exceed one hundred thousand dollars ($100,000) (the “Basket Amount”), but then only to the extent of any such excess; andprovided, however, the Basket Amount shall not apply to any Losses relating to, based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any of the Seller Fundamental Representations, (ii) Section 8.2(b), (iii) Section 8.2(c), (iv) Section 8.2(d), or (v) Section 8.2(e). (b) Notwithstanding anything to the contrary contained herein, the limitations set forth in Section 8.4(a) shall not apply to Losses incurred in connection with fraud, intentional misrepresentation or willful misconduct. (c) For purposes of determining the amount of Loss (but not for purposes of determining whether a breach has occurred) related to a breach of any representation or warranty contained in this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant hereto or thereto, such representation and warranty shall be considered without regard to the words “material,” “Material Adverse Effect” or similar qualification set forth therein. (d) If Seller’s indemnification obligation under Section 8.2 arises in respect of any indemnifiable event (i) for which Buyer receives indemnification from Seller, and (ii) for which Buyer (or its Affiliates) actually realizes any deduction, credit or other Tax benefit with respect to such Loss (a “Tax Benefit”) that would not, but for such indemnifiable event, be available, such indemnification obligation of Seller shall be reduced by an amount equal to the Tax Benefit actually realized by Buyer (or its Affiliates) in the Tax year of the Loss or the two succeeding Tax years as a result of such Tax Benefit. If the Tax Benefit is actually realized after the indemnification payment is made, Buyer shall within 15 days of receiving a payment or reducing a required Tax payment, pay such amount to Seller. (e) Notwithstanding anything contained herein or elsewhere to the contrary, the amount of any Losses for which any Indemnified Party would otherwise be entitled to indemnification is provided under this Article IX Agreement shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are amounts actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred recovered by the Indemnified Party with respect to the applicable claim for indemnification; such Losses from any third party (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred paid by such Indemnified Party in collecting third party to another for the account or benefit of the Indemnifying Party) with respect to obligations of such amount; and (iii) the amount paid third party or under insurance policies maintained by the Indemnifying Party and applicable to such Losses, net of reasonable expenses incurred by the Indemnified Party in obtaining such recovery. To the extent that (i) any amounts are actually recovered by an Indemnified Party from a third party (or paid by such third party to another for the account or benefit of the Indemnifying Party) or (ii) any insurance payment is actually recovered by an Indemnified Party after the related indemnification payment has been made pursuant to this Article IX. Notwithstanding Agreement, the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, will promptly pay over to the extent Indemnifying Party the amounts that are actually recovered from a third party (or paid by such Losses are finally awarded in connection with a Third-Party Claim against third party to another for the Indemnified account or benefit of the Indemnifying Party). (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Neither Ceding Company shall not be liable obligated to the Indemnified Party indemnify and hold harmless its Indemnitees for indemnification any claims or Indemnifiable Losses: (i) arising under Section 9.02(a)(ii8.02(a)(i) or Section 9.03(b(iii), as with respect to any claim (or series of related claims arising from the case may besame underlying facts, events or circumstances), unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Indemnifiable Losses in excess of $[***] (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 such Ceding Company is responsible under clause (ii) below), (ii) arising under Section 8.02(a)(i) or (iii), unless and until the aggregate amount of all Indemnifiable Losses in respect of indemnification the Indemnitees for such claims or Indemnifiable Losses arising under Section 9.02(a)(ii8.02(a)(i) or Section 9.03(b(iii) exceeds one-percent (1%A) in the case of the Purchase Price Texas Ceding Company, $[***] and (B) in the case of the New York Ceding Company, $[***] (as applicable to each of the Texas Ceding Company and the New York Ceding Company, and without aggregation between the Texas Ceding Company and the New York Ceding Company, the “Basket AmountDeductible”), in at which event the Indemnifying Party point each Ceding Company, as applicable, shall only be required to pay or be liable to its Indemnitees for the value of the Indemnitees’ claims for such claims or Indemnifiable Losses arising under Section 8.02(a)(i) and (iii) that are in excess of the Basket Amount. applicable Deductible, subject to the limitations set forth in this Article VIII; and (biii) No arising under Section 8.02(a)(i), the maximum aggregate liability of each Ceding Company to Reinsurer Indemnified Party Persons for any and all Indemnifiable Losses pursuant to this Agreement for claims, and the maximum aggregate amount of all such Losses the Reinsurer Indemnified Persons shall be entitled to recover from the Indemnifying Party any Losses recover, pursuant to either Section 9.02(a)(ii8.02(a)(i) or Section 9.03(b), shall be (A) in each case, for an aggregate amount in excess of twenty-five (25%) the case of the Purchase Price Texas Ceding Company, $[***], and (B) in the case of the New York Ceding Company, $[***] (as applicable to each of the Texas Ceding Company and the New York Ceding Company, and without aggregation between the Texas Ceding Company and the New York Ceding Company, the “Cap”). (c) . The aggregate amount of all Losses for which either each Ceding Company shall be liable, and the maximum aggregate amount of all such Losses the Reinsurer Indemnified Persons shall be entitled to recover, pursuant to Sections 8.02(a)(i), (ii), (iii) and (iv) shall not exceed (a) $[***] with respect to the Texas Ceding Company, and (b) $[***] with respect to the New York Ceding Company. The aggregate amount of all Losses for which each Ceding Company shall be liable, and the maximum aggregate amount of all such Losses the Reinsurer Indemnified Persons shall be entitled to recover, pursuant to Sections 8.02(a) shall not exceed (x) $[***] with respect to the Texas Ceding Company, and (y) $[***] with respect to the New York Ceding Company. (b) The Reinsurer shall not be obligated to indemnify and hold harmless its Indemnitees for any claims or Indemnifiable Losses arising under Section 8.02(b)(i), (i) Sellerwith respect to any claim (or series of related claims arising from the same underlying facts, pursuant to Section 9.02(aevents or circumstances), unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Indemnifiable Losses in excess of 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 the Reinsurer is responsible under clause (ii) Buyerbelow), pursuant (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees for such claims or Indemnifiable Losses arising under Section 8.02(b)(i) exceeds (A) in the case of the Texas Ceding Company, $[***] and (B) in the case of the New York Ceding Company, $[***] (as applicable to Section 9.03each of the Texas Ceding Company and the New York Ceding Company, and without aggregation between the Texas Ceding Company and the New York Ceding Company, the “Reinsurer Deductible”), at which point the Reinsurer shall be liable shallto its Indemnitees for the value of the Indemnitee’s claims for such claims or Indemnifiable Losses arising under Section 8.02(b)(i) that is in excess of the Reinsurer Deductible, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, subject to the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any feesVIII, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by maximum aggregate liability of the Indemnifying Party Reinsurer to Ceding Company Indemnified Persons for any and all Indemnifiable Losses pursuant to this Article IXAgreement for claims pursuant to Section 8.02(b)(i) shall be an amount equal to (A) in the case of the Texas Ceding Company, $[***], and (B) in the case of the New York Ceding Company, $[***] (as applicable to each of the Texas Ceding Company and the New York Ceding Company, and without aggregation between the Texas Ceding Company and the New York Ceding Company, the “Reinsurer Cap”). Notwithstanding The aggregate amount of all Losses for which the foregoingReinsurer shall be liable, nothing contained herein and the maximum aggregate amount of all such Losses the Ceding Company Indemnified Persons shall obligate an be entitled to recover pursuant to Sections 8.02(b)(i) and (ii) shall not exceed $[***]. The aggregate amount of all Losses for which the Reinsurer shall be liable, and the maximum aggregate amount of all such Losses the Ceding Company Indemnified Party Persons shall be entitled to seek recovery from any then-existing insurance policies in recover, pursuant to Sections 8.02(b) shall not exceed (x) $[***] with respect of any Losses hereunderto the Texas Ceding Company, and (y) $[***] with respect to the New York Ceding Company. (fc) No Indemnified Each Indemnitee shall use reasonable best efforts to mitigate all Indemnifiable Losses for which indemnification may be sought hereunder, including by using reasonable best efforts to collect the maximum amount recoverable with respect thereto under any direct insurance coverage or other applicable source of recovery, net of the amount of the costs and expenses incurred by the Indemnitee in procuring such recovery; provided that this sentence shall not be applicable to any reinsurance, retrocession or similar arrangement entered into by the Reinsurer with regard to periods from and after the Effective Time. (d) Any liability for indemnification 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. For the avoidance of doubt, no Party shall be entitled to collect indemnification for with respect to the same Indemnifiable Loss more than once. Notwithstanding anything to the contrary contained in this Agreement, no Reinsurer Indemnified Person shall be entitled to indemnification with respect to any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, particular Loss to the extent such Losses are finally awarded the same underlying subject matter of the Loss was specifically resolved in connection accordance with a Third-Party Claim against Section 2.05(f) or taken into account in the Indemnified Partycalculation of the Closing Tangible Book Value (as defined in the Membership Interest Purchase Agreement) in accordance with 2.04 of the Membership Interest Purchase Agreement, including any Taxes (as defined in the Membership Interest Purchase Agreement) accrued therein. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The No indemnification provided for in under Section 9.02 and Section 9.03 10.02(i) shall be available unless and until the aggregate Damages of the Indemnified Persons under such section exceed the Indemnification Deductible, in which case, indemnification under such section shall, subject to the following limitations: (a) The Indemnifying Party shall not other limitations set forth in this Agreement, be liable to the Indemnified Party available for indemnification under Section 9.02(a)(ii) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses Damages in excess of the Basket Amount. (b) No Indemnified Party Indemnification Deductible; provided, however, that the Indemnification Deductible shall be entitled not apply to recover Damages arising from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), claims based on fraud or knowing and intentional misrepresentation or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding breaches of a Fundamental Representation. Without limiting the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall Indemnified Persons will not apply be entitled to Losses based uponindemnification under Section 10.02(i), arising out ofand no such claim by such Indemnified Persons will be so asserted, with respect where the Damages relating to or by reason of Fraud; and (e) Losses for which any resulting from such claim or other claims relating to or resulting from the same facts, events or circumstances are less than $25,000. No Indemnified Party would otherwise Person shall be entitled to indemnification under this Article IX shall be reduced by X for punitive damages (except to the amount of insurance proceeds actually received by such Indemnified extent awarded to a third party in any Third-Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicableClaim). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties Notwithstanding anything to the Indemnifying Party contrary contained in an amount not this Agreement, no Indemnified Person shall have any right to exceed the lesser of indemnification hereunder with respect to any Damage (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded Damage was expressly and specifically included as a liability or reserve on the Closing Statement or Closing Balance Sheet or was otherwise included in connection with the calculation of the Merger Consideration and resulted in a Thirddollar-Party Claim against for-dollar reduction in the Merger Consideration, provided, however, that for the avoidance of doubt, the foregoing shall not limit any claim for Damages to the extent the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses Person is not fully compensated for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to all Damages directly or indirectly arising out of or resulting from the minimum extent necessary to remedy the breach that gives claim giving rise to such Loss. Damages by a dollar-for-dollar reduction in the Merger Consideration, (hii) For purposes attributable to taxable periods (or portions thereof) beginning after the Closing Date other than Damages relating to the breach of this ARTICLE IX representations in Section 3.10(c), Section 3.10(e) or Section 3.10(n) or (including for purposes of determining iii) due to the existence unavailability in any taxable period (or portion thereof) beginning after the Closing Date of any inaccuracy innet operating loss, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect credits or other similar qualification contained in Tax attribute from a taxable period (or otherwise applicable portion thereof) ending on or prior to such representation or warrantythe Closing Date.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 7.2 shall be subject to the following limitations: (a) Except as otherwise provided herein, recovery from the Holdback Shares shall be the sole and exclusive remedy under this Agreement for the matters set forth in Section 7.2(a)(i) (except to the extent arising out of breaches of Fundamental Representations). Notwithstanding any other provision contained herein, Buyer may seek recovery of Damages arising out of any fraud (as defined by common law) by any Indemnifying Party upon, against or to Buyer in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby, without regard to such limitation. (b) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 9.02(a)(ii7.2(a)(i) or Section 9.03(b7.2(b)(i) (in each case, except to the extent arising out of breaches of Fundamental Representations), as the case may be, until the aggregate amount of all Losses Damages in respect of indemnification under Section 9.02(a)(ii7.2(a)(i) or Section 9.03(b7.2(b)(i) (in each case, except to the extent arising out of breaches of Fundamental Representations) exceeds one-percent (1%) of the Purchase Price $30,000 (the “Basket AmountBasket”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess Damages from the first dollar. The aggregate amount of the Basket Amount. (b) No Indemnified all Damages for which an Indemnifying Party shall be entitled to recover from the Indemnifying Party any Losses liable pursuant to either Section 9.02(a)(ii7.2(a) or Section 9.03(b7.2(b), as the case may be, shall not exceed the Exchange Consideration. Notwithstanding any other provision contained herein, Buyer may seek recovery of Damages arising out of any fraud by any Indemnifying Party upon, against or to Buyer in each caseconnection with the execution, for an aggregate amount in excess delivery and performance of twenty-five (25%) of this Agreement and the Purchase Price (the “Cap”)transactions contemplated hereby, without regard to such limitations. (c) The aggregate amount of all Losses for which either (i) Seller, Payments by an Indemnifying Party pursuant to Section 9.02(a7.2(a) or Section 7.2(b), or (ii) Buyer, pursuant to Section 9.03, in respect of any Damages shall be liable shalllimited 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 (or the Company) in each caserespect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, not exceed the Purchase Price;contribution or other similar agreements for any Damages prior to seeking indemnification under this Agreement. (d) Notwithstanding Payments by an Indemnifying Party pursuant to Section 7.2 in respect of any Damages shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Damage by the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; andIndemnified Party. (e) Losses for which In no event shall any Indemnifying Party be liable to any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, including loss of future revenue or exemplary Losses exceptincome, in each case, loss of business reputation or opportunity relating to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Partybreach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (gf) Each Indemnified Party shall use take, and cause its commercially Affiliates to take, all reasonable efforts steps to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX Damages 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. (hg) For purposes Seller shall not be liable under this Article 7 for any Losses based upon or arising out of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation of the representations or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or otherwise applicable breach prior to such representation or warrantythe Closing.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Subject to Section 10.3(b), the Indemnitees shall not be liable to the Indemnified Party for indemnification under Section 9.02(a)(ii) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, Damages pursuant to Section 9.02(a10.2(a)(i), or Section 10.2(a)(ii) and Section 10.2(a)(vii) (ii) Buyer, pursuant as it relates to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled Legal Proceedings that give rise to indemnification claims by Parent under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection Sections 10.2(a)(i) or increased premiums, if applicable10.2(a)(ii). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation representation, warranty, covenant or warranty obligation of the Company until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations, warranties, covenants or obligations for which indemnification is available under such Sections, but excluding Damages with respect to the matters set forth in Section 10.2(a)(v)) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds, without duplication, $515,000 in the aggregate. At such time as the cumulative amount of such Damages exceeds $515,000 in the aggregate, the Indemnitees shall be determined without regard entitled to recover the amount of such Damages in excess of $100,000. (b) The limitation set forth in Section 10.3(a) shall not apply to any materiality, Material Adverse Effect Damages arising or other similar qualification contained resulting from or connected with (i) any inaccuracy in or otherwise applicable breach of any of the Specified Representations, (ii) any inaccuracy in or breach of any of the representations and warranties set forth in Sections 2.4(c), or (iii) any Willful Breach of any representation, warranty, covenant or obligation. (c) The maximum amount that the Indemnitees are entitled to such representation or warranty.recover directly from any Key Stockholder (it being understood that for purposes of this Agreement, recovery from the Escrow

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The No claim, or recovery in respect thereof, for breach of any representation or warranty (except representations and warranties contained in Section 5.14) shall be allowed (i) unless the amount recoverable in respect of each claim or group of related claims exceeds Forty Thousand United States dollars (US $40,000) (or the foreign currency equivalent thereof) and the amount recoverable in respect of all such qualifying claims exceeds Twenty Million United States dollars (US $20,000,000) in the aggregate (or the foreign currency equivalent thereof), in which case the liability of the Indemnifying Party shall not be liable restricted to merely the Indemnified Party for indemnification under Section 9.02(a)(iiexcess over the threshold amounts referred to above; and (ii) or Section 9.03(b)with respect to an obligation which is contingent, as the case may be, unless and until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amountobligation becomes actual. (b) No The amounts which, but for this Paragraph (b), would be recoverable under this Article 10, shall be reduced to the extent of any insurance proceeds recoverable in respect thereof by the Indemnified Party shall be entitled to recover from the Indemnifying Party or any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) its Affiliates under any policy of the Purchase Price (the “Cap”)insurance carried by any of them. (c) The aggregate amount Indemnifying Party shall have no liability hereunder for a breach of all Losses for which either any representation or warranty to the extent that: (i) Sellerin the case of ABB, pursuant to Section 9.02(a), a specific provision or reserve in respect of the relevant Losses was made in the Financial Statements or such Losses were deducted in the calculation of the Actual Equity; (ii) Buyerin the case of ABB, pursuant any specific provision or reserve made as aforesaid proves insufficient only by reason of any reduction of Tax allowances or reliefs after the Closing Date; (iii) such Losses would not have arisen but for any alteration or repeal or enactment of any Applicable Law after the Closing Date; (iv) such Losses would not have arisen but for any change in the accounting policies, practices or procedures adopted by the Indemnified Party and/or its Affiliates or for any other act or omission by any of them after the Closing Date; or (v) such Losses would not have arisen but for a failure by the Indemnified Party or any of its Affiliates to Section 9.03, shall be liable shall, in each case, not exceed take reasonable steps to mitigate the Purchase Price;effect of the circumstances giving rise to the claim. (d) Notwithstanding the foregoingWithout limiting either party's rights under Article 8, the limitations set forth Indemnifying Party shall have no liability hereunder for a breach of any representation or warranty if the matter in Sections 9.04(a)–(cquestion is subject to any indemnity (other than the indemnity referred to in clause (i) shall not apply of Section 10.1) given by the Indemnifying Party in this Agreement, whether or not, under such indemnity, a portion of the Losses is to Losses based upon, arising out of, with respect to or be absorbed by reason of Fraud; andthe Indemnified Party. (e) Losses for which any Indemnified Party would otherwise be entitled Except with respect to indemnification under this Article IX shall be reduced by claims relating to Taxes, the amount aggregate liability of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not for all claims pursuant to exceed the lesser of clause (i) of Section 10.1 shall be limited to an aggregate amount equal to seventy percent (70%) of the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderPurchase Price. (f) No Indemnified Party special, indirect, consequential or punitive damages or losses of any kind (including but not limited to loss of profits, loss of revenue, loss of use, loss of production, costs of capital or costs connected with the interruption of operation), regardless of the legal theory on which the claim is based, shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Partyrecoverable hereunder. (g) Each If a failure by the Indemnifying Party duly to perform its obligations under this Agreement is capable of being remedied, the Indemnified Party shall not be entitled to compensation for any breach unless the Indemnifying Party is given written notice of such failure and either (i) fails to commence remedial action within thirty (30) days of such notice, (ii) fails to pursue such action diligently at all times thereafter until the original failure has been remedied, or (iii) fails to remedy the original failure within one hundred eighty (180) days after such notice. (h) The Indemnified Party shall use its commercially all reasonable efforts to mitigate pursue any and all rights to reimbursement, recovery or indemnification with respect to all Losses for which it is entitled to indemnification under this Article 10 pursuant to any Contract, insurance policy or arrangement with any Person (other than Affiliates of the Indemnified Party) prior to bringing any claim against the Indemnifying Party under this Article IX including incurring costs only 10. The Indemnified Party shall not be required to expend any material sum or commence any litigation or arbitration proceeding unless the minimum extent necessary Indemnifying Party expressly agrees to remedy indemnify the breach that gives rise to Indemnified Party for such Lossexpenditure and any Losses incurred by the Indemnified Party in such litigation or arbitration. (i) Nothing in Section 10.3(a)(ii), (g) or (h) For purposes of this ARTICLE IX (including for purposes of determining shall preclude the existence Indemnified Party from giving the Indemnifying Party notice of any inaccuracy inclaim in accordance with Section 10.7, or breach ofin which case such claim, any representation or warranty and if such notice is given within the applicable time period provided for calculating the amount of any Loss in Section 10.7, shall not be time-barred under that Section; PROVIDED that, with respect theretoto Section 10.3(a)(ii), any inaccuracy in or breach of any representation or warranty claim pursuant thereto shall be determined without regard time-barred ninety (90) days after the date that the relevant obligation becomes actual, unless prior to any materialitythe expiration of such ninety (90) day period the Indemnified Party shall have notified the Indemnifying Party of such fact and shall have demanded payment of such claims; and PROVIDED FURTHER that with respect to Sections 10.3(g) and (h), Material Adverse Effect such tolling period shall terminate (i) in the case of Section 10.3(g), when the Indemnifying Party shall have notified the Indemnified Party that it has ceased pursuit of a remedy of the alleged breach in question or, if earlier, the expiration of the 180-day period provided for in such Section and (ii) in the case of Section 10.3(h), when the Indemnified Party shall have ceased pursuing rights to reimbursement, recovery or other similar qualification contained in or otherwise applicable alternative indemnification pursuant to such representation or warrantySection.

Certain Limitations. The indemnification provided for Notwithstanding anything in Section 9.02 and Section 9.03 shall be subject 2 hereof to the following limitationscontrary: (a) The Indemnifying Party the Guarantor shall not be liable required by this Guarantee to perform any Guaranteed Obligation or undertaking if the Indemnified Party for indemnification performance thereof is illegal or impossible under Section 9.02(a)(iiLaw; (b) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party Guarantor shall only not be required to pay or be liable for Losses perform any Guaranteed Obligation while the performance of such Guaranteed Obligation is being disputed in excess of good faith by the Basket Amount. (b) No Indemnified Party shall be entitled Person required to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”).perform such Guaranteed Obligation; (c) The aggregate amount of all Losses for which either (i) Seller, pursuant the Guarantor’s liability hereunder with respect to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, any Guaranteed Obligation shall be liable shall, in each case, not exceed the Purchase Priceliability of the Pattern B Member or the New Class B Member with respect to such Guaranteed Obligation, with reference specifically, but without limitation, to Section 6.2 of the ECCA and Section 11.02 of the LLC Agreement; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) Guarantor shall not apply to Losses based upon, arising out of, have no liability hereunder with respect to any action or inaction of the Managing Member or Tax Matters Member or any breach or noncompliance by reason the Managing Member or Tax Matters Member with any of Fraudthe Guaranteed Obligations, if the Pattern B Member or the New Class B Member was not, at the time of such action, inaction, breach or noncompliance the Managing Member or Tax Matters Member, as applicable; (e) the Guarantor’s aggregate liability hereunder shall not exceed $120,000,000 less all amounts which have been paid by or on behalf of the Pattern B Member or the New Class B Member pursuant to either Section Six of the ECCA or Section 5.04 or Article 11 of the LLC Agreement (the “Aggregate Liability Amount”); provided that the aggregate liability of the Guarantor shall not exceed the amount calculated pursuant to Section 6(f); and (ef) Losses for which any Indemnified Party would otherwise be entitled the Guarantor’s aggregate liability from time to indemnification time hereunder, under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect Section 6.1 of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund ECCA and Section 11.02 of the LLC Agreement shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) if the Flip Point has not occurred, an amount by the payment of which (Ato the Beneficiaries, if treated as a Cash Flow for purposes of Section 5.06(b)(iii) of the amount received by LLC Agreement as of the Indemnified Party, net Distribution Date immediately following payment of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus would cause the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered Flip Point to occur on or incurred by the Indemnified Party with respect prior to the applicable claim for indemnification; date on which the Flip Point is projected to occur in the Base Case Model and (ii) if the amount received by the Indemnified PartyFlip Point has occurred, net zero. For purposes of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party determining Guarantor’s maximum liability pursuant to this Article IXSection 6(f), all payments pursuant to this Guarantee shall be deemed to have been treated as Cash Flow for purposes of Section 5.06(b)(iii) of the LLC Agreement. Notwithstanding the foregoing, nothing contained herein if any Tax contest or dispute applicable to a taxable period prior to or during which the Flip Point occurs relating to any Company Tax Return applicable to a year prior to or during which the Flip Point occurs shall obligate an Indemnified Party cause any Beneficiary to seek recovery from any then-existing insurance policies fail to achieve the Flip Point (other than as a result of a change in respect a Fixed Tax Assumption), the indemnification obligations of any Losses the indemnifying party hereunder. (f) No Indemnified Party , under Section 6.1 of the ECCA and under Section 11.02 of the LLC Agreement shall not be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, subject to the extent such Losses are finally awarded limitations described in connection with a Third-Party Claim against the Indemnified Party. clause (gii) Each Indemnified Party until it shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy inhave received sufficient cash, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect PTCs or other similar qualification contained in or otherwise applicable Tax Benefits to such representation or warrantycause the Flip Point to occur.

Certain Limitations. The indemnification provided for in Section 9.02 8.02 and Section 9.03 8.03 shall be subject to the following limitations: (a) The Indemnifying Party Seller and EcoArk shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 9.02(a)(ii8.02(a) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b8.02(a) exceeds one-percent (1%) of the Purchase Price $50,000 (the “Basket Amount”"Basket"), in which event the Indemnifying Party Seller and EcoArk shall only be required to pay or be liable for all such Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) first dollar. The aggregate amount of all Losses for which either Seller and EcoArk shall be liable pursuant to Section 8.02(a) shall not exceed $500,000 (the "Cap"). (b) Seller and EcoArk shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02 where the Losses are the result of (i) acts, actions or inaction of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and/or ▇▇▇ ▇▇▇▇ prior to the Closing Date that constitute negligence or misconduct by either of them in the performance of their duties for Seller, pursuant to Section 9.02(a), or (ii) Buyera breach of a representation or warranty of Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇ and/or ▇▇▇ ▇▇▇▇ had actual knowledge of facts and circumstances giving rise to such breach but failed to disclose such facts and circumstances to Seller prior to the Closing Date. (c) 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 9.03, 8.03(a) shall be liable shall, in each case, not exceed the Purchase Price; (d) Cap. Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(cSection 8.04(a) and Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party inaccuracy in respect or breach of any Losses incurred by such Indemnified Party (net of any feesrepresentation or warranty in Section 4.01, costs Section 4.02, Section 4.08, Section 4.14, Section 4.16, Section 4.17, Section 5.01, Section 5.02 and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderSection 5.04. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (hd) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto)Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party indemnification obligations of Sellers under Section 6.1(b) shall not be liable apply to the Indemnified Party for indemnification under Section 9.02(a)(ii) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”)first $1,000,000, in which event the Indemnifying Party shall only aggregate, of Losses referred to therein, except to the extent that such Losses may be required to pay incurred by virtue of or be liable for Losses in excess of the Basket Amountresult from fraud or intentional misrepresentation. (b) No Indemnified Party The indemnification obligations of Sellers under Sections 6.1(b) shall be entitled not exceed $10,000,000 in the aggregate, and the indemnification obligations of each Seller under this Article VI shall not exceed the aggregate Purchase Price received by such Seller for his, her or its Shares; provided however, that the foregoing limitations shall not apply to recover from the Indemnifying Party any Losses pursuant to either resulting from a breach of the representations and warranties contained in Section 9.02(a)(ii2.4 (Capitalization of the Company; Subsidiaries and Investments) or Section 9.03(b), in each case, for an aggregate amount in excess 2.7(a) (Ownership and Condition of twenty-five (25%Assets) or that that may be incurred by virtue of the Purchase Price (the “Cap”)or result from fraud or intentional misrepresentation. (c) The aggregate amount All representations and warranties of all Losses Sellers contained in this Agreement shall survive the Closing for which either a period of eighteen (i18) Sellermonths (the "Claims Period"): except that (A) the representations and warranties in Section 2.4 (Capitalization of the Company; Subsidiaries and Investments) and Section 2.7(a) (Ownership and Condition of Assets) shall survive the Closing indefinitely and (B) the representations and warranties in Section 2.18 (Environmental Matters) and Section 2.15 (Taxes) shall survive the Closing for a period of six (6) years from the date Sellers file the last tax return described in Section 5.2(a). Any claim made by Buyer with respect to the representations and warranties of Sellers contained in this Agreement must be initiated by Buyer during the Claims Period, except that any claim with respect to the representations and warranties in Section 2.18 (Environmental Matters) or in Section 2.15 (Taxes) must be initiated within six (6) years following the filing by Sellers of the last tax return required to be filed pursuant to Section 9.02(a5.2(a) of this Agreement and there shall be no time limit on when claims may be initiated with respect to the representations and warranties in Section 2.4 (Capitalization of the Company; Subsidiaries and Investments) and Section 2.7(a) (Ownership and Condition of Assets). All of the representations and warranties of Sellers contained in this Agreement shall in no respect be limited or diminished by any past or future inspection, investigation, examination or (ii) Buyer, possession on the part of Buyer or its representatives or any notice pursuant to Section 9.034.16. All covenants and agreements made by Sellers contained in this Agreement (including, without limitation, the obligation of Sellers to convey the Shares to Buyer free and clear of any Lien and the indemnification obligations of Sellers set forth in this Article VI) shall be liable shall, in each case, not exceed survive the Purchase Price;Closing Date until fully performed or discharged. (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason The amount of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled Loss subject to indemnification under this Article IX by Sellers hereunder shall be reduced by the amount of any insurance proceeds actually received by such Indemnified Party Buyer or the Company in respect of any Losses incurred by such Indemnified Party Loss (net of any fees, costs and expenses of collection retrospective premium payment or increased premiums, if applicableprospective premium increases). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Subject to Section 10.3(b), the Indemnitees shall not be liable to the Indemnified Party for indemnification under Section 9.02(a)(ii) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, Damages pursuant to Section 9.02(a10.2(a)(i), or Section 10.2(a)(ii) and Section 10.2(a)(vii) (ii) Buyer, pursuant as it relates to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled Legal Proceedings that give rise to indemnification claims by Parent under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs Sections 10.2(a)(i) and expenses of collection or increased premiums, if applicable10.2(a)(ii). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation, warranty, covenant or obligation of the Company until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations, warranties, covenants or obligations, but excluding any Damages arising from any breach of the Company’s representation and warranty regarding delinquent U.S. sales and use taxes) that have been directly or warranty indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds, without duplication, $350,000 in the aggregate. At such time as the cumulative amount of such Damages exceeds $350,000 in the aggregate, the Indemnitees shall be determined without regard entitled to recover the entire amount of such Damages, including the initial $350,000. (b) The limitation set forth in Section 10.3(a) shall not apply to any materiality, Material Adverse Effect Damages arising or other similar qualification contained resulting from or connected with (i) any inaccuracy in or otherwise applicable breach of any of the Specified Representations, (ii) any inaccuracy in or breach of any of the representations and warranties set forth in Sections 2.4(c), 2.15(o) and 2.15(p), or (iii) any Willful Breach of any representation, warranty, covenant or obligation. (c) The maximum amount that the Indemnitees are entitled to recover directly from any Key Stockholder under Section 10.2(b) or 10.2(c) shall be the value of the consideration received by such representation Key Stockholder in the Merger, and the maximum amount that the Indemnitees are entitled to recover directly from any Key Stockholder under Section 10.2(b) with respect to any inaccuracy in or warranty.breach of the Specified §2.9 Representations shall be 25% of

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitationsNotwithstanding any other provision of this Article 8: (a) The Indemnifying Party Notwithstanding the fact that the Parent Indemnitees may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect to any fact, event, condition or circumstance, the Parent Indemnitees shall not be liable entitled to recover the Indemnified Party for indemnification under Section 9.02(a)(ii) or Section 9.03(b), as the case may be, until the aggregate amount of all any Losses more than once under this Agreement in respect of such fact, event, condition or circumstance, and the Parent Indemnitees shall not be entitled to indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) for any item to the extent that the amount of the Purchase Price (Losses incurred with respect to such item is included as a liability on the “Basket Amount”), Closing Consideration Schedule and taken into account in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess calculation of the Basket Consideration Adjustment Amount, or Parent has otherwise been fully compensated on a dollar‑for‑dollar basis for such Losses pursuant to the adjustments set forth in Section 2.6. (b) No Indemnified Party shall be entitled Subject to recover from the Indemnifying Party any Losses limitation set forth in Section 8.4(d), the aggregate liability of the Escrow Participants pursuant to either Section 9.02(a)(ii8.2(h) or Section 9.03(b)shall not exceed (i) $2,000,000 minus (ii) the aggregate policy limit under the D&O Tail Policy, but in each case, for an aggregate amount in excess of twenty-five no event less than zero (25%) of the Purchase Price (the “Cap”$0). (c) The aggregate amount representations, warranties and covenants of all Losses for which either (i) Sellerthe Company, pursuant and the Parent Indemnitees' right to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03indemnification with respect thereto, shall not be liable shallaffected or deemed waived by reason of any investigation made by or on behalf of Parent or any of its officers, in each casedirectors, not exceed employees, counsel or other representatives or by reason of the Purchase Price;fact that Parent or any of its officers, directors, employees, counsel or other representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or that covenant was or might have been breached Parent or any of its officers, directors, employees, counsel or other representatives. (d) Notwithstanding In no event shall any Escrow Participant be obligated to indemnify the foregoing, the limitations set forth in Sections 9.04(a)–(cParent Indemnitees (i) shall not apply to Losses based upon, arising out of, under Section 8.2(a) other than with respect to a breach of a Fundamental Representation or a Tax Representation, in any amount in excess of such Escrow Participant's Indemnification Pro-Rata Portion and from any source other than the Escrow Fund, and (ii) under (A) Section 8.2(a) with respect to a breach of any Fundamental Representations or Tax Representations, (B) under Section 8.2(b)–8.2(g) or otherwise in connection with this Agreement and (C) for fraud or intentional misrepresentation by reason or on behalf of Fraud; and (e) Losses the Company, for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by Escrow Participant, in any amount in excess of the amount of insurance proceeds Merger Consideration actually received by such Indemnified Party in respect Escrow Participant less the amount of any Losses incurred Taxes actually paid by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder Escrow Participant in respect of the claims to which such insurance proceedsMerger Consideration. Notwithstanding any provision of this Agreement, indemnity payments nothing in this Agreement shall limit the liability of a Company Shareholder for fraud or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred intentional misrepresentation by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderCompany Shareholder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 9.02(a)(ii8.2(a) or Section 9.03(b8.3(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation or with respect to a claim based on intentional fraud or intentional misrepresentation), as the case may be, until the aggregate amount of all Losses in respect of such indemnification under Section 9.02(a)(ii8.2(a) or Section 9.03(b) 8.3(a), as applicable, exceeds one-percent (1%) of the Purchase Price $225,000 (the “Basket AmountDeductible”), in which event the Indemnifying Party shall only then be required to pay or be liable for Losses without regard to the Deductible. For purposes of calculating the amount of any Loss with respect to any inaccuracy in excess or breach of any representation or warranty, any materiality, Material Adverse Effect or other similar qualifications in the representations and warranties shall be disregarded except in the case of the Basket Amountfirst sentence of Section 3.12. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, an Indemnifying Party shall be liable pursuant to Section 9.02(a8.2(a) or Section 8.3(a), or (ii) Buyer, pursuant to Section 9.03as the case may be, shall be liable shall, in each case, not exceed $2,250,000; provided, however, that the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) foregoing limitation shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim claims for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation Fundamental Representation, (ii) claims for indemnification for any inaccuracy in or warranty breach of the representations and warranties contained in Sections 3.10 and 3.11, which shall not exceed $4,500,000, or (iii) claims based on intentional fraud or intentional misrepresentation. Notwithstanding the foregoing, the aggregate amount of all Losses for which an Indemnifying Party shall be determined without regard liable pursuant to Section 8.2 or Section 8.3 shall not exceed the Purchase Price; provided, however, that the foregoing limitation shall not apply to (i) claims based on intentional fraud or intentional misrepresentation, or (ii) claims made pursuant to Section 8.2(d) or 8.3(d). (c) Payments by an Indemnifying Party pursuant to Section 8.2 or Section 8.3 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, Material Adverse Effect contribution or other similar qualification contained payment actually received by the Indemnified Party in respect of any such claim. (d) Payments by an Indemnifying Party pursuant to Section 8.2 or otherwise applicable Section 8.3 in respect of any Loss shall be reduced by an amount equal to any Tax benefit actually realized as a result of such representation or warrantyLoss by the Indemnified Party.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party No party shall not be liable obligated to the Indemnified Party for indemnification indemnify and hold harmless its respective Indemnitees under Section 9.02(a)(ii8.2(a)(i) (in the case of Seller) or Section 9.03(b8.2(b)(i) (in the case of Buyer) (i) with respect to any claim, unless such claim involves Indemnifiable Losses in excess of $25,000 (the “De Minimis Amount”) (nor shall any claim that does not exceed the De Minimis Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under clause (ii) below) and (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees under such Section 8.2(a)(i) or such Section 8.2(b)(i), as the case may be, until the aggregate amount of exceeds $200,000 for all Indemnifiable Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket AmountDeductible”), in at which event the Indemnifying Party point such Indemnitor shall only be required to pay or be liable to its respective Indemnitees for Losses the value of the Indemnitee’s claims under Section 8.2(a)(i) or such Section 8.2(b)(i), as the case may be, that is in excess of the Basket Amount. (b) No Indemnified Party shall be entitled Deductible, subject to recover from the Indemnifying Party limitations set forth in this Article VIII. The maximum aggregate liability of Seller, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses pursuant to either under Section 9.02(a)(ii) or Section 9.03(b8.2(a)(i), in each case, for an aggregate amount in excess the case of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to or Section 9.02(a8.2(b)(i), or (ii) in the case of Buyer, pursuant to Section 9.03, shall be liable shall$1,200,000; provided, in each case, that the maximum aggregate liability of Seller to all Buyer Indemnified Persons for any and all Indemnifiable Losses under this Agreement (other than under Sections 8.2(a)(iii) and (iv)) shall not exceed the Purchase Price; (d) $2,500,000. Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(cthe previous sentences of this Section 8.3(a) (other than the limitation in the immediately preceding proviso) shall not apply be applicable to any Indemnifiable Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder asserted in respect of the claims Seller Fundamental Representations or the Buyer Fundamental Representations. (b) If any Buyer Indemnified Person actually realizes a Tax benefit in respect of an Indemnifiable Loss as described in the proviso in the definition of “Indemnifiable Losses” set forth in Section 8.4(iii) or subsequent to which an Indemnity Payment made by an Indemnitor to an Indemnitee with respect to such insurance proceedsIndemnifiable Loss, indemnity payments or other third-party recoveries relate, an appropriate refund then such Indemnitee shall be made promptly by the relevant Indemnified Parties pay to the Indemnifying Party in an amount not to exceed the lesser of (i) Indemnitor the amount of such Tax benefit realized by which (A) such Buyer Indemnified Person up to the amount of such Indemnity Payment received by the Indemnified PartyIndemnitee, net of any fees, costs and expenses or increased premiums incurred by such Buyer Indemnified Party Person in collecting pursuing such amountTax benefit, plus within 15 days after the Buyer Indemnified Person realizes such Tax benefit in the form of cash actually received or reduction in cash Taxes actually paid. If any Tax benefit (or portion thereof) in respect of an Indemnifiable Loss as described in the proviso in the definition of “Indemnifiable Losses” set forth in Section 8.4(iii), that either (i) reduces the Indemnity Payments made by an Indemnitor prior to the time such payment received from is made or (ii) obligates an Indemnitee to make payments to the Indemnifying PartyIndemnitor under the immediately preceding sentence of this Section 8.3(b), exceeds (B) is disallowed as a result of an audit or otherwise, the total Losses suffered or incurred by applicable Indemnitor shall promptly pay to the Indemnified Party applicable Indemnitee the amount of such disallowed Tax benefit within 30 days after the Indemnitee notifies the Indemnitor that the adjustment with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses such disallowance has been paid or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderotherwise taken into account. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (gc) Each Indemnified Party Indemnitee shall use its commercially reasonable efforts to mitigate any all Indemnifiable Losses for which indemnification may be sought hereunder, including by using commercially reasonable efforts to collect the maximum amount recoverable with respect thereto under any insurance or reinsurance coverage or other applicable source of recovery (it is entitled being understood that no Indemnity Payment to indemnification pursuant to this Article IX including incurring costs only be made hereunder may be withheld due to the minimum extent necessary to remedy the breach fact that gives rise to any such Lossmitigation efforts have not been successful if such Indemnitee has complied with its obligations under this Section 8.3(c)). (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party No party shall not be liable obligated to the Indemnified Party for indemnification indemnify and hold harmless its respective Indemnitees under Section 9.02(a)(ii7.2(a)(i) (in the case of Seller) or Section 9.03(b7.2(b)(i) (in the case of Buyer) (i) with respect to any claim, unless such claim involves Indemnifiable Losses in excess of $120,000 (the “De Minimis Amount”) (nor shall any claim that does not exceed the De Minimis Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under clause (ii) below) and (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees under such Section 7.2(a)(i) or such Section 7.2(b)(i), as the case may be, until the aggregate amount of exceeds $12,150,000 for all Indemnifiable Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket AmountDeductible”), in at which event the Indemnifying Party point such Indemnitor shall only be required to pay or be liable to its respective Indemnitees for Losses the value of the Indemnitee’s claims under Section 7.2(a)(i) or such Section 7.2(b)(i), as the case may be, that is in excess of the Basket Amount. (b) No Indemnified Party shall be entitled Deductible, subject to recover from the Indemnifying Party limitations set forth in this Article VII. The maximum aggregate liability of Seller, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses pursuant to either under Section 9.02(a)(ii) or Section 9.03(b7.2(a)(i), in each case, for an aggregate amount in excess the case of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to or Section 9.02(a7.2(b)(i), or (ii) in the case of Buyer, pursuant to Section 9.03, shall be liable shall$81,000,000; provided, in each case, that the maximum aggregate liability of Seller to all Buyer Indemnified Persons for any and all Indemnifiable Losses under this Agreement shall not exceed the Purchase Price; (d) . Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(cthe previous sentences of this Section 7.3(a) (other than the limitation in the immediately preceding proviso) shall not be applicable to any Indemnifiable Losses asserted in respect of the Seller Fundamental Representations or the Buyer Fundamental Representations. The maximum aggregate liability of Seller to any Buyer Indemnified Person for any and all Allocated Loss Adjustment Expenses under Section 7.2(a)(iii)(y) shall be $1,000,000. The limitations in this Section 7.3 shall not apply to Losses based uponclaims made under Article VIII. (b) If any Buyer Indemnified Person actually realizes a Tax benefit in respect of an Indemnifiable Loss as described in the proviso in the definition of “Indemnifiable Losses” set forth in Section 7.4(iii), arising out of, any indemnification provided under Article VIII or subsequent to an Indemnity Payment made by an Indemnitor to an Indemnitee with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled such Indemnifiable Loss, then such Indemnitee shall promptly pay to indemnification under this Article IX shall be reduced by the Indemnitor the amount of insurance proceeds actually received such Tax benefit realized by such Buyer Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties Person up to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount such Indemnity Payment received by the Indemnified PartyIndemnitee, net of any fees, costs and expenses or increased premiums incurred by such Buyer Indemnified Party Person in collecting pursuing such amountTax benefit, plus within 15 days after the Buyer Indemnified Person realizes such Tax benefit in the form of cash actually received or reduction in cash Taxes actually paid. If any Tax benefit (or portion thereof) in respect of an Indemnifiable Loss as described in the proviso in the definition of “Indemnifiable Losses” set forth in Section 7.4(iii) or under Article VIII, that either (i) reduces the Indemnity Payments made by an Indemnitor prior to the time such payment received from is made or (ii) obligates an Indemnitee to make payments to the Indemnifying PartyIndemnitor under the immediately preceding sentence of this Section 7.3(b), exceeds (B) is disallowed as a result of an audit or otherwise, the total Losses suffered or incurred by applicable Indemnitor shall promptly pay to the Indemnified Party applicable Indemnitee the amount of such disallowed Tax benefit within 30 days after the Indemnitee notifies the Indemnitor that the adjustment with respect to such disallowance has been paid or otherwise taken into account. Except as provided in Section 7.1(a) or this Section 7.3(b), the provisions of Article VII shall not be applicable claim for indemnification; (ii) the amount received by the Indemnified Partyto any Tax matters, net it being understood that all indemnification obligations of any fees, costs Seller and expenses or increased premiums incurred by such Indemnified Party Buyer with respect to all Tax matters are set forth in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderVIII. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (gc) Each Indemnified Party Indemnitee shall use its commercially reasonable efforts to mitigate any all Indemnifiable Losses for which indemnification may be sought hereunder, including by using commercially reasonable efforts to collect the maximum amount recoverable with respect thereto under any insurance or reinsurance coverage or other applicable source of recovery (it is entitled being understood that no Indemnity Payment to indemnification pursuant to this Article IX including incurring costs only be made hereunder may be withheld due to the minimum extent necessary to remedy the breach fact that gives rise to any such Lossmitigation efforts have not been successful if such Indemnitee has complied with its obligations under this Section 7.3(c)). (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 8.02 and Section 9.03 8.03 shall be subject to the following limitations: (a) The Indemnifying Party Seller Indemnitors shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 9.02(a)(ii8.02(a) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b8.02(a) exceeds one-percent One Hundred Thousand Dollars (1%$100,000) of the Purchase Price (the “Basket AmountBasket”), in which event the Indemnifying Party Sellers shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party Basket. The aggregate amount of all Losses for which the Seller Indemnitors shall be entitled to recover from the Indemnifying Party any Losses liable pursuant to either Section 9.02(a)(ii8.02(a) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five shall not exceed One Million Dollars (25%$1,000,000) of the Purchase Price (the “Cap”). (cb) Buyer shall not be liable to Sellers Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which either (i) Seller, Buyer shall be liable pursuant to Section 9.02(a), or (ii8.03(a) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price;Cap. (dc) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(cSection 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 Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any feesof, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Partyfraud or willful or intentional misconduct or breach, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net any inaccuracy in or breach of any feesFundamental Rep, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; (iii) the Demand Claims, for which the aggregate liability of the Seller Indemnitors under clauses (i), (ii), and (iii) shall be limited to the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderPurchase Price. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (hd) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto)VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) No Losses may be claimed under Section 8.02 or Section 8.03 by any Indemnified Party to the extent such Losses are included in the calculation of any adjustment to the Purchase Price pursuant to Section 2.02. (f) The amount to which an Indemnified Party may become entitled hereunder with respect to any indemnified matter shall be reduced by the amount of insurance proceeds, if any, actually received by such Indemnified Party with respect to such indemnified matter.

Certain Limitations. The rights of the Buyer Indemnitees and the Seller Indemnitees to indemnification provided for in Section 9.02 and Section 9.03 under this Article X shall be subject to the following limitationslimited as follows: (a) The Indemnifying Party shall not be liable to the Indemnified Party No Claim Notice for indemnification under may be provided with respect to any Claim for breach of a representation, warranty, covenant or agreement in this Agreement beyond the applicable survival period specified in Section 9.02(a)(ii10.1(a), except as expressly permitted pursuant to Section 10.1(a)(iv)(A) or Section 9.03(b(B), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) The recovery of Losses by any Buyer Indemnitee pursuant to Section 10.3(c), together with all Losses recovered by other Buyer Indemnitees under such provisions, shall be limited to an aggregate amount equal to [REDACTED]*. (c) No Indemnified Party Indemnitee shall be entitled to recover from the Indemnifying Party any Losses Losses: (i) pursuant to either Section 9.02(a)(ii10.2(b), Section 10.2(c), Section 10.2(d), Section 10.3(b), Section 10.3(c) or Section 9.03(b10.3(d) unless, with respect to each individual Claim, the Buyer Indemnitees or Seller Indemnitees, as applicable, shall have collectively suffered or incurred Losses with respect to the individual Claim or series of related Claims that arise out of substantially the same facts and circumstances for which recovery is sought in excess of [REDACTED]*, subject to the limitations imposed by the other provisions of this Article X; (ii) pursuant to Section 10.2(c) or Section 10.3(c) (other than with respect to a Claim for breach of the representations and warranties set forth in Section 4.6 (Taxes)) unless the Buyer Indemnitees or Seller Indemnitees, as applicable, shall have collectively suffered or incurred aggregate Losses otherwise recoverable under Section 10.3(c) or Section 10.2(c), respectively, in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”).[REDACTED]*; (ciii) The aggregate amount in the case of all Losses Buyer Indemnitees, for which either (i) Seller, pursuant to a Claim for indemnification may be made under Section 9.02(a10.3(c), or in an amount in excess of [REDACTED]*; and (iiiv) Buyerin the case of Seller Indemnitees, pursuant to (A) for which a Claim for indemnification may be made under Section 9.03, shall be liable shall, 10.2(b) in each case, not exceed the Purchase Price;an amount in excess of [REDACTED]*. (d) Notwithstanding anything to the foregoingcontrary in this Agreement: (i) No investigation or knowledge of any Party, whenever undertaken or however obtained, shall limit such Party’s right to indemnification hereunder in any manner, except as provided in Section 10.1(a)(iv)(B), and (ii) the limitations set forth provisions of this Article X shall apply in Sections 9.04(a)–(c) such a manner as not to give duplicative effect to any item of adjustment and if there has been an adjustment to the Cash Amount for any Loss, there shall not apply to Losses based upon, arising out of, be any charge against the Deductible and no Indemnitee may assert a breach of any representation or warranty with respect to or by reason any Loss that gave rise to such adjustment in the Cash Amount pursuant to Section 2.3 to the extent of Fraud; andthe amount of such Loss given effect in such adjustment to the Cash Amount. (e) Losses If a Buyer Indemnitee asserts a Claim for which indemnification under Section 10.3(a), the Buyer Indemnitee shall first recover any Indemnified Party would otherwise Aggregate Consideration Deficit with respect to such Claim from the Purchase Price Escrow Fund pursuant to Section 2.3(d)(i), and if the Purchase Price Escrow Fund shall be insufficient to pay in full the amount of such Losses, then, subject to compliance with the terms of Section 2.5(b)(i), the Buyer Indemnitees shall be entitled to recover from, and have personal recourse to, each Seller for 50% of the Escrow Cash Shortfall; provided, however, that the liability of each Seller shall be several, not joint. (f) If a Buyer Indemnitee asserts a Claim for indemnification under this Article IX Section 10.3(c), the Buyer Indemnitee shall be reduced entitled to recover Losses with respect to such Claim [REDACTED]*. (g) If a Buyer Indemnitee asserts a Claim for indemnification under Section 10.3(b) for a breach of the Crude JV Fundamental Representations or a Claim for indemnification under Section 10.3(d) for a failure by Crude JV to comply with any covenant or agreement contained in this Agreement, the amount of insurance proceeds actually received by such Indemnified Party in respect of any Buyer Indemnitee shall first recover Losses incurred with respect to such Claim from the [REDACTED]*. (h) If a Buyer Indemnitee asserts a Claim for indemnification under Section 10.3(b) for a breach of Seller Fundamental Representations or a Claim for indemnification under Section 10.3(d) for a failure by a Seller to comply with any covenant or agreement of such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder Seller contained in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of this Agreement: (i) each Seller whose breach gives rise to or forms the amount by which (A) the amount received by the Indemnified Partybasis for any such Claim shall be severally, net of any feesand not jointly, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total liable for all Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; such Seller’s breach or failure to comply; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting shall recover the full amount of all Losses incurred with respect to any such amountClaim [REDACTED]*; and and (iii) subject to Section 10.4(i), with respect to any such Claim, if the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery recovered from any then-existing insurance policies in respect of any Losses hereunder[REDACTED]*. (fi) No Indemnified Party Notwithstanding any other provision of this Agreement, the Buyer Indemnitees shall not be entitled to indemnification for any punitive, incidental, consequential, specialrecover Losses from, or indirect damageshave any other recourse against, or exemplary Losses except, any Seller relating to any Claims arising out of this Agreement in each case, excess of (without duplication) the actual proceeds received by such Seller pursuant to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Partytransactions contemplated by this Agreement. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party No claim for indemnification may be asserted against either Seller or Buyer for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by Buyer or Seller, as applicable, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the expiration date of any applicable Survival Period. (b) Seller shall not be liable to the Indemnified Party for indemnification under Section 9.02(a)(ii10.2(a)(i) or Section 9.03(b), as the case may be, unless and until the cumulative aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(iithereof exceeds One Hundred Fifty Thousand Dollars ($150,000) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket AmountDeductible”), in which event the Indemnifying Party Seller shall only be required to pay or be liable for Losses in excess of the Basket Amount. Deductible; provided, however, that Seller shall not be liable under Section 10.2(a)(i) for any individual or series of related Losses which does not exceed Thirty Seven Thousand Five Hundred Dollars (b$37,500) No Indemnified Party (“De Minimis Losses”), which De Minimis Losses shall not be entitled counted toward the Deductible and in no event shall Seller have any liability hereunder for such De Minimis Losses. Notwithstanding anything to recover the contrary contained in this Agreement, Seller’s aggregate liability for all Losses resulting from the Indemnifying Party or relating to any Losses pursuant to either Direct Claims made under Section 9.02(a)(ii10.2(a)(i) or third party claims made under Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five 10.2(a)(i) shall not exceed One Million Two Hundred Fifty Thousand Dollars (25%$1,250,000) of the Purchase Price (the “Cap”). The Parties hereby acknowledge that the Cap shall be a single amount applicable to the aggregate of all Direct Claims for indemnification arising under Section 10.2(a)(i) and third party claims for indemnification arising under Section 10.2(a)(i) and that any indemnification payments made in respect of any Direct Claims pursuant to Section 10.2(a)(i) or third party claims pursuant to Section 10.2(a)(i) shall reduce the remaining amounts available under the Cap for all such claims. (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect Each of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by Buyer Indemnitees and the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party Seller Indemnitees shall use its commercially reasonable efforts to mitigate any Losses in connection with this Agreement. (d) The amount of any Losses for which indemnification is provided under this Article X shall be computed net of (i) any insurance or other proceeds actually received by the Indemnified Party in connection with such Losses and (ii) any indemnity, contribution or other similar payment the Indemnified Party received from any other Person with respect to such Loss less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other chargebacks (it being agreed that no Party shall have any obligation to seek to recover any insurance proceeds in connection with making a claim under this Article X and that, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified prior to the realization of reduction of such Losses). (e) The amount of any indemnification payment made by a Party under Article X shall be treated for all Tax purposes as an adjustment to the Purchase Price unless otherwise required by applicable Law following a final determination as defined in Section 1313 of the Code. (f) Upon payment of any Losses with respect to a claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment (and to recover costs or expenses incurred by the Indemnifying Party in enforcing such recovery rights against such Person) to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim for indemnification. The Indemnified Party shall assign such rights to and otherwise reasonably cooperate with the Indemnifying Party, at the cost and expense of Indemnifying Party, to pursue any claims against or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement. (g) In the event Losses suffered by any Indemnified Party are recoverable under more than one provision of this Agreement and even though an Indemnified Party is permitted to rely on each provision of this Article X independently, any such Indemnified Party shall only be permitted to recover with respect to any particular Losses suffered by it one time as it is the Parties’ intent that recovery by such 29 particular Indemnified Party for such same Losses under another provision would constitute an unintended and prohibited “double” recovery. (h) No Indemnified Party shall be entitled to bring a claim for indemnification for any breach or inaccuracy of any representation, warranty or covenant set forth in this Agreement if Buyer (if such Indemnified Party is a Buyer Indemnitee) or Seller (if such Indemnified Party is a Seller Indemnitee) had Knowledge of such breach or inaccuracy as of the Execution Date. Notwithstanding the foregoing, an Indemnified Party’s right to indemnification pursuant to this Article IX including incurring costs only to X shall not be affected by (i) any investigation or audit conducted on or after the minimum extent necessary to remedy Execution Date or (ii) the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence knowledge of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount Party of any Loss breach of a representation, warranty or covenant by any other Party at any time with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect matters arising or other similar qualification contained in or otherwise applicable to such representation or warrantydiscovered after the Execution Date.

Certain Limitations. The indemnification provided for Anything in Section 9.02 and Section 9.03 shall be subject this Agreement to the following limitationscontrary notwithstanding: (a) The Indemnifying Party Except in the case of fraud on part of Seller or the Seller Parties, Losses shall not be liable recoverable by the Purchaser Indemnified Persons pursuant to the Indemnified Party provisions of Section 11.1(a) (other than for indemnification under Section 9.02(a)(ii) or Section 9.03(bbreaches of the representations and warranties set forth in Sections 4.1 (Corporate Existence and Power of Seller), 4.2 (Consents; No Conflicts), 4.3 (Organization of the Companies), 4.13 (Taxes) and 4.20 (Brokers and Finders)), Section 11.1(b) (other than for breaches of any covenant set forth in Section 2.4(b) and Article IX (Non-Competition and Non-Solicitation)), Section 11.1(c) (to the extent not relating to Taxes) and Section 11.1(e) (to the extent not relating to social security charges payable as a result of a Specific Indemnity Event) only to the case may be, until extent (i) the individual Loss exceeds EUR 75,000 (“De Minimis”), (ii) the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii(excluding Losses that do not exceed the De Minimis threshold) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”)exceed EUR 7,500,000, in which event case the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Purchaser Indemnified Party Persons shall be entitled to recover from seek compensation for all Losses (excluding Losses that do not exceed the Indemnifying Party any Losses pursuant to either Section 9.02(a)(iiDe Minimis threshold) or Section 9.03(b(“Basket”), in each case, for an aggregate amount in excess of twenty-five and (25%iii) of the Purchase Price total indemnification by Seller to the Purchaser Indemnified Persons shall not exceed EUR 30,000,000 (the “Liability Cap”). (cb) The aggregate amount Except in the case of all fraud on part of Seller or the Seller Parties, Losses for which either shall be recoverable by the Purchaser Indemnified Persons pursuant to the provisions of Section 11.1(a) in connection with Section 4.13 (Taxes), Sections 11.1(c) (to the extent relating to Taxes), 11.1(e) (to the extent relating to social security charges payable as a result of a Specific Indemnity Event) and Sections 11.1(g) through 11.1(i) only subject to a De Minimis of EUR 25,000 and a Liability Cap of EUR 50,000,000. For the avoidance of doubt, (i) Sellerany such Losses shall not be subject to a Basket, pursuant to nor count towards (A) the Basket provided for in Section 9.02(a11.3(a)(ii), or (iiB) Buyer, the Liability Cap provided for in 11.3(a)(iii). Any Losses recoverable pursuant to any other provisions of the Agreement than those referred to in the first sentence of this Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c11.3(b) shall not apply to Losses based upon, arising out of, count towards the Liability Cap provided for in this Section 11.3(b). (c) Seller shall have no right of claim against the Companies with respect to or any breach by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect Seller of any Losses incurred by such Indemnified Party (net of any feesits representations, costs warranties, covenants or agreements or its indemnification obligations pursuant to Article XI, and expenses of collection or increased premiumsfrom and after the Closing, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund Companies shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party have no obligation with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Partybreaches of representations, net of any feeswarranties, costs and expenses covenants or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party agreements or Seller’s indemnification obligations pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderXI. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject Notwithstanding anything to the following limitationscontrary contained herein: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 9.02(a)(iiAN INDEMNIFYING PARTY WILL NOT BE LIABLE TO AN INDEMNIFIED PARTY FOR ANY LOSSES OR CLAIMS (A) or Section 9.03(bOTHER THAN WITH RESPECT TO A THIRD PARTY CLAIM, ARISING OUT OF ANY PUNITIVE, EXEMPLARY OR OTHER SPECIAL DAMAGES OR (B) ARISING OUT OF ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUSINESS INTERRUPTION OR LOSS OF CUSTOMERS, GOODWILL, USE, INCOME, PROFITS OR ANTICIPATED PROFITS, BUSINESS OR BUSINESS OPPORTUNITY, SAVINGS, DATA, OR BUSINESS REPUTATION), as the case may beREGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(iiBREACH OF WARRANTY, TORT, NEGLIGENCE OR ANY OTHER THEORY, AND REGARDLESS OF WHETHER THE INDEMNIFYING PARTY HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket AmountCAUSED BY THE FAILURE OF AN INDEMNIFIED PARTY TO COMPLY WITH SECTION 10.10. (b) No Indemnified Party shall be entitled to recover from The obligations of the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to provide indemnification under this Article IX shall X will be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any feesterminated, costs and expenses of collection modified or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an abated as appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed extent that the lesser of underlying Claim (i) would not have arisen but for a voluntary act that is carried out at the amount by which (A) express written request of, or with the amount received by express written approval, concurrence of or with the knowing assistance of the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) is based substantially on the amount received by negligence, bad faith or willful misconduct of the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, relates to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation a representation, warranty, covenant or warranty shall be determined without regard agreement set forth in this Agreement of which the Indemnified Party had actual knowledge prior to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Notwithstanding the other provisions of this ARTICLE VIII, Seller shall not be liable to the Indemnified Party have any indemnification obligations for indemnification Losses under Section 9.02(a)(ii) or Section 9.03(b8.01(a)(iii), as other than with respect to Fraud or the case may beFundamental Representations, until unless the aggregate amount of all such Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price [***], (the “Basket AmountBasket”), in which event the Indemnifying Party ) and then Seller shall only be required to pay or be liable for Losses in excess of the Basket Amount[***]. (b) No Notwithstanding the other provisions of this ARTICLE VIII, Seller shall not have any indemnification obligations for Losses under Section 8.01(a)(iii), other than with respect to Fraud or the Fundamental Representations, in excess, on a cumulative basis in respect of all such Claims, an amount equal to [***]. (c) Except in the event of Fraud, Seller’s liability under (i) Section 8.01(a)(iii) with respect to Fundamental Representation, (ii) Section 8.01(a)(ii), and (iii) Section 8.01(a)(iv) shall not exceed, on a cumulative basis in respect of all such Claims, an amount equal to [***]. Notwithstanding anything else contained herein, Seller’s indemnification obligations with respect to [***] shall be [***]. (d) Subject to Section 8.06(e), an Indemnified Party may assert a claim for indemnification based on or arising out of the same set of facts and circumstances under more than one provision of Section 8.01 or 8.02, as applicable, and an Indemnified Party shall not be foreclosed or limited from recovering under one or more such applicable provisions an amount of Losses that such Indemnified Party would not be entitled to recover under another applicable provision due to the application of a survival period, basket, or other limitation on such other applicable provision that differs from, or does not apply to, the first applicable provision. (e) Notwithstanding anything to the contrary set forth herein, no Indemnified Party shall be entitled to recover from the Indemnifying Party double recovery for any Losses pursuant to either Section 9.02(a)(ii) based on or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) arising out of the Purchase Price (the “Cap”). (c) The aggregate amount same set of all Losses for which either (i) Seller, pursuant to Section 9.02(a), facts or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification circumstances under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable more than one claim for indemnification regardless of whether such facts or circumstances would give rise to multiple bases for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No The amount of any Loss for which indemnification is provided under Section 8.01 or Section 8.02 shall be net of any amounts actually recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any nonaffiliated Third Party. If the amount to be netted hereunder from any payment required under Section 8.01 or Section 8.02 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this ARTICLE VIII, the Indemnified Party shall be entitled repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this ARTICLE VIII had such determination been made at the time of such payment. The Indemnifying Party may require, as a condition to the provision of any indemnification for hereunder, that the Indemnified Party execute an undertaking consistent with its obligations set forth in this Section 8.06(f). Purchaser shall promptly assign or subrogate to Seller or its designated Affiliate any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each caseclaim Purchaser acquired from Seller pursuant to Section 2.01(j), to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to claim may reasonably mitigate any Losses that Seller is liable for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such LossSection 8.01. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided Parent may not receive any amounts from the Escrow Fund for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification Losses arising under Section 9.02(a)(ii10.02(a)(i) or Section 9.03(b), as the case may be, 10.02(a)(vi) unless and until the aggregate amount of all Losses in respect of indemnification arising under Section 9.02(a)(ii10.02(a)(i) or and Section 9.03(b10.02(a)(vi) exceeds one-percent (1%) of the Purchase Price $431,250 (the “Basket Amount”), subject to the right of the Shareholder Agent to object; and in which event such case, Parent may recover from the Indemnifying Party shall only be required to pay or be liable for Escrow Fund all of such Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to . Unless and until such cumulative Losses exceed the Basket Amount, Parent may not recover any amounts from the Indemnifying Party any Escrow Fund for Losses pursuant to either arising under Section 9.02(a)(ii10.02(a)(i) or Section 9.03(b10.02(a)(vi), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) . Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) Basket Amount shall not apply to any (i) claims for Losses based uponmade under Section 4.01 (Organization and Qualification; Subsidiary), arising out ofSection 4.02 (Articles of Incorporation, with respect Regulations and Minutes), Section 4.03 (Capitalization and Indebtedness), Section 4.04 (Authority Relative to this Agreement) and Section 4.27 (Brokers) (the foregoing, collectively, the “Fundamental Representations”), (ii) claims for intentional or by reason willful misrepresentation of Fraud; and material facts that constitute common law fraud under applicable Law, or (eiii) claims for Losses for which under Section 10.02(a)(vii). For the avoidance of doubt, the Basket Amount shall not apply to any Indemnified Party would otherwise be entitled to indemnification claims under Sections 10.02(a)(ii) through 10.02(a)(v) or Section 10.02(a)(vii). For the purpose of quantifying a Loss under this Article IX shall be reduced by the amount X or to determine if a breach of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection a representation or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach ofwarranty has occurred, any representation or warranty of the Company that is qualified in scope as to materiality (including a Company Material Adverse Effect) shall be deemed to be made or given without such qualifications. There shall be no right of contribution for any Shareholder from any Parent Indemnitee (including the Surviving Entity) with respect to any Loss claimed by any Parent Indemnitee, and for calculating in no event shall any Shareholder be entitled to require that any claim be first made or brought against any other Person, including the amount Surviving Entity. No limit on indemnification in this Section 10.02 shall limit, or be deemed to limit, the rights of any Loss Parent Indemnitee against any Shareholder arising (i) under the letter of transmittal delivered by such Shareholder or the other documents delivered by such Shareholder pursuant to Section 3.04 or (ii) under any other agreement that such Shareholder has with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyParent Indemnitee.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (ai) The Indemnifying Party shall Seller will not be liable to the Indemnified Party for indemnification have any Liability under Section 9.02(a)(ii3.3(c)(i) or Section 9.03(bfor any indemnification (A) for any individual Claim unless the amount with respect to such Claim exceeds $[***] (the “De Minimis Threshold”), as the case may be, and (B) until and unless the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) Claims for which Claim Notices are delivered by Buyer that exceed the De Minimis Threshold exceeds one-percent (1%) an amount equal to [***]% of the Purchase Price (the “Basket AmountIndemnity Deductible”), after which point Seller will only be liable for such indemnification to the extent such Claims that exceed the De Minimis Threshold exceed the Indemnity Deductible; provided, however, that the limitations on Seller’s Liability in which event this Section 3.3(h)(i) will not apply to: (x) Seller’s Liability for breaches of its Fundamental Representations or the Indemnifying Party shall only representations and warranties in Section 5.1(g); (y) Seller’s Liability for breaches of any covenant to be performed at or following the Closing, and (z) Seller’s Liability under Section 3.3(c)(iii) for the Retained Obligations, Section 3.3(c)(iv) for any Seller Taxes and Section 3.3(c)(v) for the Excluded Assets. (ii) Notwithstanding anything to the contrary contained in this Agreement, Seller will not be required to pay indemnify Buyer for aggregate Liabilities under Section 3.3(c)(i) or be liable for Losses Section 3.3(c)(ii) in excess of an amount equal to 10% of the Basket AmountPurchase Price; provided, however, that the limitations on Seller’s Liability in this Section 3.3(h)(ii) will not apply to (A) Seller’s Liability for breaches of its Fundamental Representations and the representations and warranties in Section 5.1(g), (B) Seller’s Liability for breaches of any covenant to be performed at or following the Closing, and (C) Seller’s Liability under Section 3.3(c)(iii) for the Retained Obligations, Section 3.3(c)(iv) for any Seller Taxes and Section 3.3(c)(v) for the Excluded Assets. (biii) No Indemnified Party shall be entitled Notwithstanding anything to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b)contrary contained in this Agreement, in each case, for an Seller’s aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, Liabilities under this Agreement will not exceed the Purchase Price;. (div) Notwithstanding the foregoing, the limitations The obligations set forth in Sections 9.04(a)–(c3.3(b) shall and 3.3(c) will not apply to Losses based upon(A) any amount that was taken into account as an adjustment to the Purchase Price pursuant to the provisions hereof, arising out of(B) except as otherwise provided in this Agreement, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, Party’s costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) negotiation and consummation of this Agreement and the amount received by purchase and sale of the Indemnified PartyAssets, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iiiC) the any amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies that would result in respect of any Losses hereundera double recovery. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for Notwithstanding anything in Section 9.02 and Section 9.03 shall be subject 2 hereof to the following limitations: contrary: (a) The Indemnifying Party the Guarantor shall not be liable required by this Guaranty to perform any Guarantied Obligation or undertaking if the Indemnified Party for indemnification performance thereof is illegal or impossible under Section 9.02(a)(iiLaw; (b) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party Guarantor shall only not be required to pay or be liable for Losses perform any Guarantied Obligation while the performance of such Guarantied Obligation is being disputed in excess of good faith by the Basket Amount. (b) No Indemnified Party shall be entitled Person required to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). perform such Guarantied Obligation; (c) The aggregate amount the Guarantor’s liability hereunder with respect to any Guarantied Obligation shall not exceed the liability of all Losses for which either the Class B Member with respect to such Guarantied Obligation, with reference specifically, but without limitation, to Section 6.2 of the ECCA and Section 11.02 of the LLC Agreement; (d) the Guarantor shall have no liability hereunder with respect to any action or inaction of the Managing Member or Partnership Representative or any breach or noncompliance by the Managing Member or Partnership Representative with any of the Guarantied Obligations, if the Class B Member (or any successor Managing Member or Member that is an Affiliate of the Guarantor) was not, at the time of such action, inaction, breach or noncompliance the Managing Member or Partnership Representative, as applicable; (e) other than (i) Sellerwith respect to the representations and warranties in Section 3.27 of the ECCA that are made on the Funding Date, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, any indemnification obligations with respect to or by reason of Fraud; and resulting from any breach that relates to a title defect arising after the Execution Date and (eii) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim representations and warranties in Section 3.27 of the ECCA that are made on the Execution Date, any indemnification obligations with respect to or resulting from any breach that relates to a title defect of which the Class B Member or any of its Affiliates (provided, that solely for indemnification; purposes of this clause (ii), the term “Affiliate” shall not include clause (i) of the amount received by first proviso of the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, definition thereof to the extent that any entity excluded from the definition of Affiliates in such Losses are finally awarded clause (i) directly or indirectly controls the Class B Member, the Project Company or the Company) had knowledge on the Execution Date, the Guarantor’s aggregate liability hereunder shall not exceed $199,742,872.60 plus all Additional Capital Contributions (as defined in connection with a Third-Party Claim against the Indemnified Party. LLC Agreement) made by the Class A Members less all amounts which have been paid by or on behalf of the Class B Member or the Class B Member (gas defined in the LLC Agreement) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to 6 of the minimum extent necessary to remedy ECCA or Section 5.04 or Article 11 of the breach LLC Agreement or by the Indemnitor under the Indemnity Agreement less all Additional Capital Contributions made by the Class B Members (as defined in the LLC Agreement) (the “Aggregate Liability Amount”); provided, that gives rise to such Loss. (h) For purposes the aggregate liability of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating Guarantor shall not exceed the amount of any Loss with respect theretocalculated pursuant to Section 6(f), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.; and 6

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations:50- (a) The Indemnifying Party shall not be liable Notwithstanding anything to the Indemnified Party for indemnification under contrary contained in this ARTICLE VIII, the Seller and the Selling Partners will not have any liability pursuant to Section 9.02(a)(ii8.02(a)(i) or Section 9.03(b)8.02(b)(i) (other than with respect to fraud or the Excluded Representations, as for which the case may be, following limitation will not apply) until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) sustained by the Buyer Indemnitees exceeds one-percent (1%) of the Purchase Price $240,000.00 (the “Basket AmountBasket”), in which event (i) the Indemnifying Party shall Seller and the Selling Partners will be jointly and severally liable (in the case of liability arising under Section 8.02(a)(i)) or (ii) the Selling Partners will be severally liable (in the case of liability arising under Section 8.02(b)(i)), for all such Losses without regard to such amount but only be required to pay or be liable for the extent such Losses in excess of exceed the Basket AmountBasket. (b) No Indemnified Party shall be entitled Notwithstanding anything to recover from the Indemnifying Party contrary contained in this ARTICLE VIII, the Seller and the Selling Partners will not have any Losses liability pursuant to either Section 9.02(a)(iiSections 8.02(a)(i) or Section 9.03(b), in each case8.02(b)(i) (other than with respect to fraud or the Excluded Representations, for an aggregate amount which the following limitation will not apply) in excess of twenty-five (25%) of $4,800,000.00 in the Purchase Price (the “Cap”)aggregate. (c) The aggregate amount For purposes of all Losses for which either (i) Sellerthis ARTICLE VIII, pursuant any inaccuracy in or breach of any representation or warranty will be determined without regard to Section 9.02(a)any materiality, Material Adverse Effect, or (ii) Buyer, pursuant other similar qualification contained in or otherwise applicable to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price;such representation or warranty. (d) Notwithstanding Payments by an Indemnifying Party 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, the limitations set forth contribution or other similar payment received in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; andany such claim. (e) Losses for which Payments by an Indemnifying Party of any Indemnified Party would otherwise be entitled to indemnification under this Article IX Loss shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not equal to exceed the lesser any Tax benefit realized as a result of (i) the amount by which (A) the amount received such Loss by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No In no event shall any Indemnifying Party be liable to any Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, punitive damages relating to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Partybreach or alleged breach of this Agreement. (g) Each Indemnified Party shall use take, and cause its commercially Affiliates to take, all reasonable efforts steps to mitigate any Losses for which it is entitled Loss upon becoming aware of any event or circumstance that gives rise to indemnification pursuant to this Article IX liability from the Indemnifying Party, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss, which costs shall be included within the calculation of indemnifiable Losses. (h) For purposes of In addition to the foregoing limitations, and notwithstanding anything in this ARTICLE IX (including for purposes of determining Agreement to the existence contrary, in no event shall the total liability of any inaccuracy in, or breach of, any representation or warranty and for calculating Selling Partner under this Agreement exceed the amount of any Loss with respect theretothe proceeds of this sale to which such Selling Partner is entitled, as set forth on Schedule 8.04(h), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (ai) The Indemnifying Party shall not be liable to the Indemnified Party No claim for indemnification under Section 9.02(a)(iimay be asserted by the Buyer or the Sellers on the basis of any breach of representations or warranties pursuant to Sections 8(b)(i) or Section 9.03(b), as the case may be, and 8(c)(i) of this Agreement until the aggregate amount of all Losses in respect of such claims for indemnification under Section 9.02(a)(iiby such party(ies) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price shall exceed $100,000 (the “Basket Amount”"Aggregate Basket"), in ; at which event time the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party party seeking indemnification shall be entitled to recover from the Indemnifying Party any Losses pursuant to either amount of the Aggregate Basket, plus all amounts in excess thereof; provided, however, that indemnification claims based upon Section 9.02(a)(ii8(b) (ii) or Section 9.03(b(iii) of this Agreement and indemnification claims based upon a breach of the representations and warranties set forth in Sections 3(a)(iii), 3(b)(iv) and 4(d) ("Brokers' Fees"), Section 3(a)(iv) ("Share Ownership"), 4(k) ("Tax Matters"), Section 4(o) ("Accounts Receivable"), Section 4(p) ("Work in each caseProcess"), for an aggregate amount in excess of twenty-five and Section 4(s) (25%"Employee Benefits") of this Agreement shall not be subject to the Purchase Price (Aggregate Basket. In addition, the “Cap”). (c) The aggregate amount Aggregate Basket shall not apply to any claim for indemnification hereunder arising out of all Losses for which either (i) Seller, pursuant to Section 9.02(a), any breach by a party of any covenant contained herein or (ii) Buyer, any intentional breach of a representation or warranty or any willful misrepresentation by a party. (ii) In no event shall the aggregate amount of liability of the Sellers pursuant to Section 9.03, shall be liable shall, in each case, not 8(b) exceed the Purchase Price;. (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each caseThe Buyer hereby waives, to the extent such Losses are finally awarded in connection with a Third-Party Claim permitted by applicable law, any and all rights, claims and cause of action it may have against the Indemnified PartySellers arising under or based upon the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. Section 1962 arising under the transactions contemplated by this Agreement. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The obligations of the Seller Indemnitors with respect to indemnification provided for in pursuant to Section 9.02 and Section 9.03 9.1 above shall be subject to the following limitations: (a) The Indemnifying Party no indemnification shall not be liable required to the Indemnified Party be made hereunder (i) with regard to individual claims for indemnification under Section 9.02(a)(ii$50,000 or less and (ii) or Section 9.03(b), as the case may be, until unless the aggregate amount of all Losses in respect individual claims of indemnification under Section 9.02(a)(ii) or Section 9.03(b) greater than $50,000 for which indemnity is sought exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”)$900,000, in which case the right to recover for such claims shall apply to the full extent of such claims; (b) except as otherwise set forth herein, in no event shall the Indemnifying Party shall only Seller Indemnitors be required obligated to pay or be liable for Losses provide aggregate indemnification pursuant to Section 9.1 in excess of the Basket Amount. (b) No Indemnified Party balance of the Escrow Fund and the Escrow Fund shall be entitled to recover from the Indemnifying Party sole and exclusive remedy for any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of and all indemnification claims made by the Purchase Price (Purchaser Indemnified Persons against the “Cap”).Seller Indemnitors; (c) The aggregate amount of all Losses except as otherwise set forth herein, no claims for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, indemnity shall be liable shall, in each case, not exceed made after the Purchase Priceexpiration of the Survival Period; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c9.3, 9.4(b) and (c) above shall not apply to Losses based uponany claim against the Seller Indemnitors (i) in tort for intentional misrepresentation, (ii) for any intentional breach of the representation and warranty in Section 3.25; provided that, for the avoidance of doubt, negligence or recklessness shall not constitute intent for purposes of this Section 9.4(d), (iii) for any claim for indemnification in respect to any Excluded Liability or (iv) any claim for indemnification in respect of any matter specified in Schedule 9.1; (e) the limitation in Section 9.4(b) above shall not apply to any claim arising out of, with respect to or by reason of Frauda breach of the representation and warranty in Section 3.15 and the Survival Period for the representations and warranties of the Company in Section 3.15 shall continue until the expiration of the statute of limitations (including any extensions) for the applicable tax return; and (ef) Losses for which any no Purchaser Indemnified Party would otherwise Person shall be entitled to indemnification under this Article IX shall be reduced by Section 9.1 for any matter which was resolved in the amount final determination of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party Adjusted Working Capital pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderSection 2.9 hereof. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Notwithstanding the other provisions of this Article VIII, Seller shall not be liable to the Indemnified Party have any indemnification obligations for indemnification Losses under Section 9.02(a)(ii) or Section 9.03(b8.01(a)(iv), as (i) for any individual claim (or, if applicable, any series of related claims arising from the case may be, same or substantially similar facts or circumstances) where the Loss relating thereto is less than $25,000 (the “De Minimis Amount”) and (ii) unless and until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) for claims where the De Minimis Amount does not apply exceeds one-percent (1%) of the Purchase Price $500,000 (the “Basket Threshold Amount”), in which event the Indemnifying Party Seller shall only be required to pay the amount of such Losses that exceed the Threshold Amount; provided, however, that the De Minimis Amount and the Threshold Amount shall not apply to any Losses resulting from a breach of a Fundamental Representation or be liable for any Losses in excess arising out of the Basket AmountFraud or willful misconduct or a breach of Section 4.13. (b) Except for Losses resulting from a breach of a Fundamental Representation, or any Losses arising out of Fraud or willful misconduct or a breach of Section 4.13, the maximum amount of Losses for which Seller or Purchaser, as applicable, shall be liable under Section 8.01(a)(iv) or Section 8.02(a)(iii), as applicable, shall not exceed $12,500,000. (c) For purposes of this Article VIII, (i) any breach or inaccuracy in any representations, warranties or covenants contained in this Agreement and (ii) the calculation of the obligations and Losses associated therewith shall, in each case, be determined without regard to any dollar threshold, materiality, “Material Adverse Effect” or other similar qualifiers. (d) An Indemnifying Party shall have no liability or obligation to indemnify any Indemnified Party with respect to the breach of any representation, warranty, covenant or agreement based on any facts or circumstances known to Purchaser or any other Purchaser Indemnitee, including any information provided to Purchaser prior to the Effective Date. No Indemnified Party shall be entitled to recover the same or duplicative damages with respect to the same breach from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b)under more than one of this Agreement and the Transaction Documents, in each caseit being agreed that, for an aggregate amount in excess the purposes of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Sellerthis sentence, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled deemed to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Partyhave made and received all payments made and received by its Affiliates. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party No party shall not be liable obligated to indemnify and hold harmless its respective Indemnitees under Sections 7.2(a)(i) (in the Indemnified Party for indemnification under case of Seller), Section 9.02(a)(ii7.2(b)(i) (in the case of Buyer Parent) or Section 9.03(b7.2(c)(i) (in the case of Reinsurer Parent) (i) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances), unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Indemnifiable Losses in excess of $100,000 (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 the Indemnitor is responsible under clause (ii) below), (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees under such Section 7.2(a)(i) or such Sections 7.2(b)(i) and 7.2(c)(i) (which Indemnifiable Losses under Section 7.2(b)(i) and 7.2(c)(i) shall be aggregated for purposes of determining whether the Deductible and the Cap, each as defined below, have been exceeded), as the case may be, until the aggregate amount of exceeds $10,000,000 for all Indemnifiable Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket AmountDeductible”), in at which event the Indemnifying Party point such Indemnitor shall only be required to pay or be liable to its respective Indemnitees for Losses the value of the Indemnitee’s claims under Section 7.2(a)(i) or Sections 7.2(b)(i) and 7.2(c)(i), as the case may be, that is in excess of the Basket Amount. Deductible, subject to the limitations set forth in this Article VII and (biii) No Indemnified Party shall be entitled the maximum aggregate liability of Seller, on the one hand, and Buyer Parent and Reinsurer Parent, collectively, on the other hand, to recover from the Indemnifying Party their respective Indemnitees for any and all Indemnifiable Losses pursuant to either under Section 9.02(a)(ii) or Section 9.03(b7.2(a)(i), in each casethe case of Seller, for an aggregate amount or Sections 7.2(b)(i) and 7.2(c)(i), in excess the case of twenty-five (25%) of the Purchase Price Buyer Parent and Reinsurer Parent shall be $125,000,000 (the “Cap”); provided, however, that (A) none of the Threshold Amount, the Deductible or the Cap shall apply with respect to Indemnifiable Losses arising out of or resulting from any breach or failure to be true of any Seller Specified Representation, any Buyer Parent Specified Representation or any Reinsurer Parent Specified Representation and such Indemnifiable Losses shall not be taken into account in determining whether the Threshold Amount, the Deductible or the Cap have been exceeded, (B) the Threshold Amount and the Deductible shall not apply to Indemnifiable Losses arising out of or resulting from any breach or failure to be true of the representation and warranties set forth in Section 3.22 (Sufficiency of Assets) or Section 3.30 (Tax Treatment of Insurance Contracts) and such Indemnifiable Losses shall not be taken into account in determining whether the Threshold Amount or the Deductible have been exceeded and (C) except for Excluded Liabilities, the maximum aggregate liability of Seller to all Buyer Indemnified Persons for any or all Indemnifiable Losses under Section 7.2(a)(i) and 7.2(a)(ii) shall not exceed $500,000,000. In the event Seller is required to make a payment in respect of Indemnifiable Losses resulting from or arising out of breaches or failures to be true of any representations or warranties set forth in Section 3.30 (Tax Treatment of Insurance Contracts), the Cap shall be increased by the amount of such Indemnifiable Losses, up to a maximum of $20,000,000; provided that the maximum aggregate Liability of Seller with respect to Liabilities other than those resulting from or arising out of any breach of Section 3.30 (Tax Treatment of Insurance Contracts) shall continue to be as described above (and not increased by this sentence), and all other applicable limitations set forth in this Article VII shall apply with respect to Indemnifiable Losses resulting from or arising out of a breach or failure to be true of any representation or warranty set forth in Section 3.30 (Tax Treatment of Insurance Contracts). (b) If any Indemnitee actually recognizes a Tax benefit in respect of an Indemnifiable Loss as described in the proviso in the definition of “Indemnifiable Losses” set forth in Section 7.4(d) subsequent to an Indemnity Payment made by an Indemnitor to an Indemnitee with respect to such Indemnifiable Loss, then such Indemnitee shall promptly pay to the Indemnitor the amount of such Tax benefit recognized by such Indemnitee up to the amount of such Indemnity Payment received by the Indemnitee, net of any expenses incurred by such Indemnitee in pursuing such Tax benefit, within fifteen (15) days after the Indemnitee recognizes such Tax benefit in the form of cash actually received or reduction in cash Taxes actually paid. If any Tax benefit (or portion thereof) in respect of an Indemnifiable Loss as described in the proviso in the definition of “Indemnifiable Losses” set forth in Section 7.4(d), that either (i) reduces the Indemnity Payments made by an Indemnitor prior to the time such payment is made or (ii) obligates an Indemnitee to make payments to the Indemnitor under the immediately preceding sentence of this Section 7.3(b), is disallowed as a result of an audit or otherwise, the applicable Indemnitor shall promptly pay to the applicable Indemnitee the amount of such disallowed Tax benefit within thirty (30) days after the Indemnitee notifies the Indemnitor that the adjustment with respect to such disallowance has been paid or otherwise taken into account. (c) The aggregate amount of Each Indemnitee shall use reasonable best efforts to mitigate all Indemnifiable Losses for which either (i) Sellerindemnification may be sought hereunder, pursuant including by using reasonable best efforts to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed collect the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, maximum amount recoverable with respect to thereto under any insurance or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments reinsurance coverage or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser applicable source of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderrecovery. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. Any party making a claim under this Article VII is referred to as an “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 9.02 5.05(b) and Section 9.03 Article VII shall be subject to the following limitations: (a) The Indemnifying Party Sellers shall not be liable to the an Indemnified Party for indemnification under Section 9.02(a)(ii7.02(a)(i) or Section 9.03(b), as the case may be, and (ii) until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii7.02(a)(i) or Section 9.03(band (ii) exceeds one-percent (1%) 0.75% of the Base Purchase Price (the “Basket AmountDeductible”), in which event the Indemnifying Party Sellers shall only be required to pay or be liable for Losses in excess of the Basket AmountDeductible; provided that the Deductible shall not apply to any Losses as result of a breach of the Several Representations or the Fundamental Representations or resulting from Fraud. (b) No Indemnified Party Subject to the other limitations imposed by this Article VII, all claims against the Sellers for indemnification under this Agreement, including any claims for the Tax Indemnity and claims under Article VII, shall be entitled to recover paid and satisfied solely from the Indemnifying Party Escrow Account, to the extent of any funds then remaining therein; provided, however, that (i) Losses pursuant resulting from the common law liability of any Seller to either Buyer for fraud in the event of a final determination by a court of competent jurisdiction that any Seller committed fraud against Buyer (“Fraud”), and (ii) Losses resulting from the indemnification provisions of Section 9.02(a)(ii) or Section 9.03(b7.02(b), in each case, for an aggregate amount in excess of twenty-five (25%) of shall not be satisfied from the Purchase Price (Escrow Account but, instead, Buyer may recover such Losses directly from the “Cap”)offending Seller. (c) The aggregate amount of Each Seller’s maximum liability hereunder for any indemnification claims for the Several Representations or for any Seller’s Fraud shall not, when aggregated with all Losses for which either (i) Sellerother indemnification obligations hereunder, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the portion of the Purchase Price;Price actually received by such Seller. (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(cPayments by an Indemnifying Party pursuant to Section 5.05(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party VII in respect of any Losses incurred by such Indemnified Party (net Loss shall be limited to the amount of any fees, costs and expenses of collection liability or increased premiums, if applicable). In the event damage that remains after deducting therefrom any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of and any indemnification payment hereunder in respect of the claims to which such insurance proceedsindemnity, indemnity payments contribution or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount similar payment actually received by the Indemnified Party, net of any fees, costs and expenses Party (or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (Ban Acquired Company) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each claim. The Indemnified Party shall use its commercially reasonable efforts to recover under other insurance policies for any Losses prior to seeking indemnification under this Agreement. In the event any Indemnifying Party pays any indemnification amount to an Indemnified Party, and such Indemnified Party then receives an insurance payment, or other indemnity or contribution payment, then such Indemnified Party shall promptly repay to such Indemnifying Party a refund equal to the aggregate amount of such recovery but not in excess of the amount previously paid by such Indemnifying Party to such Indemnified Party for the indemnification claim. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Losses for which it is entitled Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise to an indemnification obligation hereunder; provided, however, that no Indemnified Party or its Affiliates shall be required to make any material monetary expenditure, commence or participate in any proceeding, offer or grant any material accommodation to any Person, or take, or refrain from taking, any action that would or would reasonably be expected to adversely affect the business, operations, results or condition (financial or otherwise) of such Indemnified Party or its Affiliates in any material respect in connection with such mitigation. (f) No Seller shall have any liability with respect to either Fraud or a breach of any of the Several Representations by any other Seller, and Buyer agrees not to seek recovery against a Seller with respect to either Fraud or a breach of the Several Representations by another Seller. (g) Notwithstanding anything contained elsewhere in this Agreement, the amount of any Loss subject to indemnification pursuant under Section 7.02 shall be calculated net of any amounts to this Article IX including incurring costs the extent, but only to the minimum extent necessary extent, specifically reflected or reserved for in the Financial Statements or the Final Balance Sheet and taken into account in determining the amount of the Purchase Price pursuant to remedy the breach that gives rise to such LossArticle II. (h) For purposes 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 ARTICLE IX (including for purposes of determining the existence of any inaccuracy inAgreement, or breach ofdiminution of value or any damages based on any type of multiple (collectively, “Excess Damages”); provided, however, this limitation shall not be applicable to indemnification claims for Excess Damages required to be paid to a third party by an Indemnified Party as a result of a Third-Party Claim. (i) If an Indemnified Party is entitled to indemnification under more than one clause or subclause of this Agreement with respect to Losses, then such Indemnified Party shall be entitled to only one indemnification or recovery for such Losses to the extent it arises out of the same set of circumstances and events; it being understood that this Section 7.04(j) is solely to preclude a duplicate recovery by an Indemnified Party (i.e., recovery in excess of actual damages). (j) Notwithstanding anything contained elsewhere in this Agreement, Buyer shall not seek or be entitled to indemnification for any Losses based upon or relating to the Theater Repairs or the Lease Amendments (including, without limitation, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or alleged breach of any representation the representations and warranties in Section 3.10 solely related to either the Company’s historical accounting treatment of the Leases or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantythe Lease Amendments).

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations, it being understood that the provisions set forth in this Section 9.04 shall not in any way expand the obligations of any of the parties set forth in Section 9.02 or 9.03: (a) No Buyer Indemnitee shall make an indemnity claim under 9.02(a) (other than in respect of Losses that arise from any inaccuracy in or breach of any Fundamental Representation or the representations and warranties contained in 4.21 (Taxes), 4.07(s), 4.19(p) or 4.19(q) to the extent those provisions relate to Taxes) with respect to any individual occurrence unless and until the aggregate amount of Losses suffered by the Buyer Indemnitee arising from such occurrence or series of related occurrences exceeds or may reasonably be expected to exceed $400,000. The Indemnifying Party Sellers, Optionholders and SAR Holders shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 9.02(a)(ii9.02(a) (other than in respect of Losses that arise from any inaccuracy in or breach of any Fundamental Representation or the representations and warranties contained in 4.21 (Taxes), 4.07(s), 4.19(p) or Section 9.03(b), as 4.19(q) to the case may be, extent those provisions relate to Taxes) until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b9.02(a) exceeds one-percent (1%) of the Purchase Price $5,000,000 (the “Basket Deductible Amount”), in which event the Indemnifying Party Sellers, Optionholders and SAR Holders shall only be required to pay or be liable for all such Losses in excess of the Basket Deductible Amount, subject to the terms of this ARTICLE IX. (b) No Indemnified Party Seller Indemnitee shall make an indemnity claim under 9.03(a) (other than in respect of Losses that arise from any inaccuracy in or breach of any Fundamental Representation) with respect to any individual occurrence unless and until the aggregate amount of Losses suffered by the Seller Indemnitee arising from such occurrence or series of related occurrences exceeds or may be reasonably expected to exceed $400,000. Buyer shall not be liable to the Seller Indemnitees for indemnification under 9.03(a) (other than in respect of Losses that arise from any inaccuracy in or breach of any Fundamental Representation) until the aggregate amount of all Losses in respect of indemnification under 9.03(a) exceeds the Deductible Amount, in which event Buyer shall be entitled required to recover from the Indemnifying Party any pay or be liable for all such Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”)Deductible Amount. (c) The Subject to 9.04(d), the aggregate amount of all Losses for which either (i) Sellerthe Sellers, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, Optionholders and SAR Holders shall be liable shall, in each case, pursuant to 9.02(a) shall not exceed an amount equal to the Indemnification Escrow Amount (the “Cap”) and the aggregate amount of all Losses for which Buyer shall be liable pursuant to 9.03(a) shall not exceed the Purchase Price;Cap. (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c9.04(c) shall not apply to Losses based uponthat arise from any inaccuracy in or breach of any Fundamental Representation; provided, arising out ofthat, with respect to or by reason the aggregate amount of Fraud; and (e) all Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the Sellers, Optionholders and SAR Holders shall be liable pursuant to this Agreement shall not exceed an amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect equal to the applicable claim for indemnification; Purchase Price, (ii) the Optionholders and SAR Holders shall be liable pursuant to this Agreement shall not exceed an amount received by equal to the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; Cap and (iii) the amount paid by the Indemnifying Party Buyer shall be liable pursuant to this Article IX. Notwithstanding Agreement shall not exceed the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderPurchase Price. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (he) For purposes of this ARTICLE IX (including for purposes IX, if it is determined that an Indemnified Party is entitled to recover Losses arising out of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard set forth herein, all qualifications as to any materiality, Material Adverse Effect, Buyer Material Adverse Effect or other similar qualification contained in or otherwise applicable to shall be disregarded for the purpose of the calculation of Losses that resulted from any such breach of such representation or warranty. (f) Notwithstanding anything to the contrary elsewhere in this Agreement, no party shall, in any event, be liable to any other Person for (i) any consequential, incidental or indirect Losses, except to the extent such Losses are either reasonably foreseeable or payable by a Buyer Indemnitee to a Person other than a Buyer Indemnitee or by a Seller Indemnitee to a Person other than a Seller Indemnitee or (ii) special or punitive Losses, except to the extent that such Losses are payable by a Buyer Indemnitee to a Person other than a Buyer Indemnitee or by a Seller Indemnitee to a Person other than a Seller Indemnitee. (g) The Buyer Indemnitees shall not be entitled to indemnification for any Losses to the extent a Liability with respect to such Loss was specifically reserved against and reflected on the Financial Statements, unless such liability exceeds the amount of such reserve, which shall be the Sellers’, Optionholders’ and SAR Holders’ responsibility, subject to the terms of this Agreement. (h) Notwithstanding any other provision of this Agreement to the contrary, except (i) in the case of fraud or (ii) with respect to any Fundamental Representation, each Seller’s, Optionholder’s and SAR Holder’s maximum aggregate indemnification liability pursuant to 9.02(a) shall be such Seller’s, Optionholder’s and SAR Holder’s share of the Indemnification Escrow Amount; provided that the foregoing remains subject to 9.04(d). The sole and exclusive recourse for any amount finally determined to be owed in respect of any indemnity obligations pursuant to 9.02 (a) (except (i) in the case of fraud or (ii) with respect to any Fundamental Representation) shall be the Indemnification Escrow Amount. (i) The Seller Indemnitees shall not make any claim for contribution from the Company or any Company Subsidiary or any of their respective officers, directors, members, managers or employees with respect to any indemnity claims arising under or in connection with this Agreement to the extent that any Indemnified Party is entitled to indemnification hereunder for such claim. The Seller Indemnitees hereby waive any such right of contribution from the Company, any Company Subsidiary and any of their respective officers, directors, members, managers or employees they have or may have in the future. The Seller Indemnitees further agree not to make, directly or indirectly, and hereby waive, any claim for indemnification against the Company or any Company Subsidiary by reason of the fact that the Seller Indemnitees or any of their Affiliates or Representatives was a member, manager, officer, director, employee or agent of the Company or a Company Subsidiary (whether such claim is for Losses or otherwise and whether such claim is pursuant to any Law, organizational document, Contract or otherwise) with respect to any Action brought by a Buyer Indemnitee against any Seller, Optionholder or SAR Holder or any Affiliate or Representative thereof (whether such claim is pursuant to this Agreement or otherwise). (j) The Sellers, Optionholders and SAR Holders shall have no obligation to indemnify any Buyer Indemnitee with respect to any breach of the representations in Section 4.18 to the extent (i) arising out of any sampling of soil, groundwater, soil vapor or other environmental media at the Real Property by Buyer, except as required under Environmental Laws or by any Governmental Authority; (ii) arising out of the intentional encouragement by Buyer of any Action by any Governmental Authority or any other Person; (iii) arising out of any change of use of the Real Property after the Closing Date; (iv) arising out of any Response, Removal or Remedial Action that is not conducted to eliminate or control any risk from the presence or Release of Hazardous Substances consistent with the least stringent applicable remediation standard acceptable to the relevant Governmental Authority; (v) arising out of the management of any building component that contains or is covered with any Hazardous Substance in compliance with Environmental Laws; (vi) Losses are incurred to replace, repair, improve, or upgrade any building, structure, plant, or equipment, unless such activity is required or is undertaken as a necessary part of any Response, Removal, or Remedial Action; or (vii) arising out of any change in Environmental Law after the Closing Date. In connection with any site remediation, the “least stringent applicable remediation standard” shall include the use of reasonable deed restrictions and engineering controls to limit exposure to contaminants that are allowed to remain in place, to the extent such restrictions or controls would not interfere with site operations and are acceptable to the relevant Governmental Entity. It is understood that sampling or other testing of soil, groundwater, soil vapor or other environmental media at the Real Property may be required under Environmental Law or by any Governmental Authority in connection with a capital improvement, repair, routine maintenance or operating activities.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Notwithstanding anything to the contrary contained herein, the other Transaction Agreements, the Cedent Disclosure Schedule, or any of the Schedules or Exhibits hereto or thereto, Reinsurer acknowledges and agrees that neither Cedent nor any of its Affiliates, nor any Representative of any of them, makes or has made, and Reinsurer has not relied on, any inducement, promise, representation or warranty, oral or written, express or implied, other than except as expressly made by Cedent in Article III. Without limiting the generality of the foregoing, other than as expressly set forth in Article III, no Person has made any representation or warranty to Reinsurer with respect to the Business or any other matter, including with respect to (i) the probable success or profitability of the Business after the Closing, or (ii) any information, documents, or material made available to Reinsurer, its Affiliates, or their respective Representatives in any “data rooms,” information memoranda, management presentations, functional “break-out” discussions, or in any other form or forum in connection with the transactions contemplated by this Agreement, including any estimation, valuation, appraisal, projection, or forecast. With respect to any such estimation, valuation, appraisal, projection, or forecast (including and confidential information memoranda prepared by or on behalf of Cedent in connection with the transactions contemplated by this Agreement), Reinsurer acknowledges that: (i) there are uncertainties inherent in attempting to make such estimations, valuations, appraisals, projections, and forecasts; (ii) it is familiar with such uncertainties; (iii) except as expressly set forth in Section 3.12(b) and Section 5(a) of Article VIII of the Reinsurance Agreement it is not acting and has not acted in reliance on any such estimation valuation, appraisal, projection, or forecast delivered by or on behalf of Cedent to Reinsurer, its Affiliates or their respective Representatives; (iv) such estimations, valuations, appraisals, projections, and forecasts are not and shall not be liable deemed to the Indemnified Party for indemnification under be representations or warranties of Cedent or any of its Affiliates except as expressly set forth in Section 9.02(a)(ii3.12(b) or and Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%5(a) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess Article VIII of the Basket AmountReinsurance Agreement; and (v) it shall have no claim against any Person with respect to any such valuation, appraisal, projection, or forecast except with respect to representations and warranties expressly set forth in Section 3.12(b) and Section 5(a) of Article VIII of the Reinsurance Agreement. (b) No Indemnified Party shall Notwithstanding anything in this Agreement to the contrary, Cedent makes no express or implied representation or warranty hereby or otherwise under this Agreement as to the future experience, success or profitability of the Business, whether or not conducted in a manner similar to the manner in which such business was conducted prior to the Closing, that the Insurance Reserves or the assets supporting such Insurance Reserves have been or will be entitled to recover from adequate or sufficient for the Indemnifying Party any Losses pursuant to either purposes for which they were established or that the reinsurance recoverables taken into account in determining the amount of such reserves will be collectible, or except as expressly set forth in Section 9.02(a)(ii3.12(a)(ii)(A) or Section 9.03(band (B), whether such reserves were calculated, established, or determined in each caseaccordance with any actuarial, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”)statutory or other standard. (c) The aggregate amount of all Losses for which either Reinsurer further acknowledges and agrees that it (i) Sellerhas made its own inquiry and investigation into and, pursuant to Section 9.02(a)based thereon, or has formed an independent judgment concerning the Business, (ii) Buyerhas been provided adequate access to such information as it has deemed necessary to enable it to form such independent judgment, pursuant (iii) has had such time as it deems necessary and appropriate fully and completely to Section 9.03review and analyze such information, shall be liable shalldocuments, in each caseand other materials, not exceed the Purchase Price;and (iv) has been provided an opportunity to ask questions of Cedent with respect to such information, documents, and other materials and has received answers to such questions that it considers satisfactory. (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which Under no circumstances does any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments content of this Agreement or other third-party recoveries relate, the Reinsurance Agreement constitute an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses express or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered implied representation or incurred by the Indemnified Party warranty with respect to the applicable claim for indemnification; (ii) future performance of the amount received by Reinsured Policies or of the Indemnified Partyexperience, net success or profitability of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderReinsured Policies. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party No party shall not be liable obligated to the Indemnified Party for indemnification indemnify and hold harmless its respective Indemnitees under Section 9.02(a)(ii7.2(a)(i) (in the case of AIC) or Section 9.03(b7.2(c)(i) (in the case of Buyer) (i) with respect to any claim or series of related claims, other than in respect of any Seller Fundamental Representations, Buyer Fundamental Representations or the representations and warranties set forth in Section 3.10, as applicable, unless such claim or series of related claims involves Indemnifiable Losses in excess of $250,000 (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 the Indemnitor is responsible under clause (ii) below) and (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees under such Section 7.2(a)(i) or such Section 7.2(c)(i), as the case may be, until the aggregate amount of all Losses other than in respect of indemnification any Seller Fundamental Representations, Buyer Fundamental Representations or the representations and warranties set forth in Section 3.10 or Section 3.26, as applicable, exceeds $7,000,000 for all Indemnifiable Losses (the “Deductible”), at which point such Indemnitor shall be liable to its respective Indemnitees for the value of the Indemnitee’s claims under Section 9.02(a)(ii7.2(a)(i) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”7.2(c)(i), in which event as the Indemnifying Party shall only be required to pay or be liable for Losses case may be, that is in excess of the Basket AmountDeductible, subject to the limitations set forth in this Article VII. The maximum aggregate Liability of AIC, on the one hand, and Buyer, on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 7.2(a)(i), in the case of AIC, or Section 7.2(c)(i), in the case of Buyer, other than in respect of any Seller Fundamental Representations, Seller Specified Representations, Specified Liabilities or Buyer Fundamental Representations, as applicable, shall be $75,000,000 (the “General Cap”). The maximum aggregate Liability of AIC, on the one hand, and Buyer, on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 7.2(a)(i), in the case of AIC, or Section 7.2(c)(i), in the case of Buyer, in respect of any Seller Fundamental Representations, Seller Specified Representations, Specified Liabilities or Buyer Fundamental Representations, as applicable, shall be $225,000,000 (the “Specified Cap”); provided that no facts or circumstances relating to claims indemnified and recovered for claims under the General Cap shall be used to bring claims under the Specified Cap and vice versa. (b) No If any Indemnified Party or its Affiliate actually recognizes a Tax benefit in respect of an Indemnifiable Loss subsequent to an Indemnity Payment made by an Indemnitor to an Indemnitee with respect to such Indemnifiable Loss for the taxable year in which such Indemnifiable Loss was incurred, then such Indemnitee shall be entitled promptly pay to recover from the Indemnifying Indemnitor the amount of such Tax benefit recognized by such Buyer Indemnified Person up to the amount of such Indemnity Payment received by the Indemnitee, net of any (i) reasonable, documented third-party expenses incurred by such Buyer Indemnified Person in pursuing such Tax benefit and (ii) Taxes incurred by the Indemnitee or its Affiliate as a result of receipt of the applicable Indemnity Payment, within fifteen (15) days after the Indemnified Party or its Affiliate recognizes such Tax benefit in the form of cash actually received or reduction in cash Taxes actually paid. If any Losses pursuant Tax benefit (or portion thereof) in respect of an Indemnifiable Loss that either (i) reduced the Indemnity Payments made by an Indemnitor prior to either the time such payment is made or (ii) obligates an Indemnitee to make payments to the Indemnitor under the immediately preceding sentence of this Section 9.02(a)(ii) or Section 9.03(b7.3(b), is disallowed as a result of an audit or otherwise, the applicable Indemnitor shall promptly pay to the applicable Indemnitee the amount of such disallowed Tax benefit (to the extent actually paid to the Indemnitor) within thirty (30) days after the Indemnitee notifies the Indemnitor in each case, for an aggregate amount in excess of twenty-five (25%) of writing that the Purchase Price (the “Cap”)adjustment with respect to such disallowance has been paid or otherwise taken into account. (c) The aggregate amount of all any Indemnifiable Losses for which either indemnification is provided under this Article VII shall be net of any amounts actually recovered by the Indemnified Party under any insurance policy, reinsurance agreement, warranty or indemnity or otherwise from any Person other than a party hereto or its Affiliates. Each Indemnitee shall use commercially reasonable efforts to mitigate all Indemnifiable Losses for which indemnification may be sought hereunder, including by using commercially reasonable efforts to collect the maximum amount recoverable with respect thereto under any insurance or reinsurance coverage or other applicable source of recovery or indemnification. The Indemnitee shall promptly reimburse the Indemnitor for any such amount that is received by it from any such other Person with respect to any Indemnifiable Losses (inet of any expenses incurred by the Indemnitee in collecting any such amount or any increases in insurance premiums attributable to such recovery) Seller, after any indemnification with respect thereto has actually been paid pursuant to Section 9.02(a)this Agreement; provided, or (ii) Buyer, pursuant that such reimbursement shall only be required to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price;extent the Indemnitee would otherwise retain an amount greater than the full amount of the Losses incurred by the Indemnitee as a result of the underlying claim. (d) Notwithstanding the foregoingNo Buyer Indemnified Person or Seller Indemnified Person, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based uponas applicable, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such of any Indemnifiable Losses are finally awarded that a court of competent jurisdiction shall have determined by final judgment to have resulted from or in connection with a Third-Party Claim against the Indemnified Partybad faith, gross negligence or willful misconduct of the party seeking indemnification. (ge) Each For the avoidance of doubt, no Buyer Indemnified Party Person shall use its commercially reasonable efforts to mitigate any Losses for which it is be entitled to indemnification pursuant with respect to this Article IX including incurring costs only any Indemnifiable Loss to the minimum extent necessary it (i) was demonstrably reserved for in determining the Closing Statutory Value or (ii) was the subject of a Dispute Notice. In no event shall the Buyer Indemnified Persons be entitled to remedy duplicative indemnification hereunder by reason of the breach fact that gives the state of facts giving rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any an Indemnifiable Loss with respect thereto), any inaccuracy in or constitutes a breach of any representation more than one representation, warranty, covenant or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyagreement.

Certain Limitations. The indemnification provided for (a) In addition to the other limitations set forth in this Article 10, the Effective Time Holders’ obligations under Section 9.02 and Section 9.03 shall be 10.02(a) are subject to the following limitations: (ai) The Indemnifying Party shall the Effective Time Holders will not be liable to the Indemnified Party for indemnification have any obligation under Section 9.02(a)(ii10.02(a) or Section 9.03(b), as the case may be, unless and until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) for which the Effective Time Holders are obligated thereunder exceeds one-percent (1%) of the Purchase Price $2,000,000 (the “Basket AmountDeductible”), in which event ) and then only for the Indemnifying Party shall only be required to pay or be liable for amount of such Losses in excess of the Basket AmountDeductible, subject to the other terms of this Article 10; and (ii) in no event shall the Effective Time Holders’ aggregate liability for Losses pursuant to Section 10.02(a) or otherwise exceed, in the aggregate, the Escrow Amount (the “Cap”), subject to the other terms of this Article 10. (b) No Indemnified Party Notwithstanding the foregoing, (i) Sections 10.03(a)(i) and (ii) will not limit any Effective Time Holder’s obligations under Section 10.02(a) with respect to (A) any Special Representation, (B) Losses under Section 10.02(a)(iii), (C) Losses caused by the Company’s fraud (which, for purposes of clarity, shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(iiintentional and knowing) or (D) any breach of Section 9.03(b5.08 (collectively, the “Special Claims”), (ii) the amount of Losses hereunder with respect to any Special Claim will not be used in each casedetermining if the Deductible has been reached and will not be counted toward the Cap, for an aggregate amount in excess of twenty-five and (25%iii) of the Purchase Price (the “Cap”Section 10.03(a)(i) will not limit any Effective Time Holder’s obligations under Section 10.02(a)(iv). (c) The aggregate amount Escrow Amount will be the sole source of all funds from which to satisfy the Effective Time Holders’ indemnification obligations under Section 10.02(a) other than with respect to the Special Claims. Other than with respect to the Special Claims, in no event shall any individual Effective Time Holder’s liability for Losses for which either (i) Seller, pursuant to Section 9.02(a10.02(a) or otherwise exceed, as to each and any claim for indemnification under Section 10.02(a), or (ii) Buyersuch Effective Time Holder’s Pro Rata Share of the Losses relating to such claim, subject to the other terms of this Article 10. In no event shall any individual Effective Time Holder’s liability for Losses pursuant to Section 9.03, shall be liable shall, this Article 10 (including in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, event of fraud and with respect to any Special Claims) or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled exceed, in the aggregate, an amount equal to indemnification under this Article IX shall be reduced by the amount of insurance net cash proceeds actually received by such Indemnified Party Effective Time Holder pursuant to this Agreement and the Paying Agent Agreement in respect of any Losses incurred by such Indemnified Party (net Effective Time Holder’s shares of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderCompany Capital Stock and/or Qualifying Company Options. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject Notwithstanding anything to the following limitations: (a) The Indemnifying Party shall not be liable to contrary in this Agreement and without limitation upon the Indemnified Party for indemnification under Section 9.02(a)(ii) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses limitations elsewhere in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent this Agreement: (1%) of the Purchase Price Seller shall have no liability (the “Basket Amount”), in which event the Indemnifying Party and Buyer shall only be required to pay or be liable make no claim against Seller) for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty or any other obligation of Seller under this Agreement or any document executed by Seller in connection with this Agreement unless (a) the valid claims for all such breaches collectively aggregate to more than Seventy-five Thousand ($75,000), and (b) the liability of Seller under this Agreement and such documents does not exceed, in the aggregate, the amount equal to One Million Nine Hundred Thousand Dollars ($1,900,000) (the “Cap”) (it being understood that, notwithstanding anything to the contrary in this Agreement or any other document, Seller’s liability under this Agreement and the documents executed by Seller in connection herewith shall in no event exceed, in the aggregate, the amount of the Cap); and (2) in no event shall Seller be determined without regard liable for any consequential or punitive damages; provided, however, the Cap and Survival Period shall not apply to the post-closing reproration obligations of Buyer under Section 6D(2), Seller’s obligations with respect to real estate taxes under Section 6(D)(1(a) hereof, and fees and costs of enforcement of the Agreement. Seller shall maintain (i) during the Survival Period, a liquid net worth equal to at least the amount of the Cap and (ii) after the Survival Period, a liquid net worth equal to at least the lesser of the amount of the Cap or the aggregate amount claimed by Buyer in Breach Notices delivered to Seller during the Survival Period; provided, however, that Seller shall not have any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable further obligations pursuant to clause (ii) if Buyer has not commenced litigation with respect to such representation claims within thirty (30) days after the expiration of the Survival Period or warrantyfrom and after such time as all such claims have been settled or finally determined by a court of competent jurisdiction. The obligations of Seller under this Section shall survive Closing.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party No monetary amount shall not be liable payable by Sellers or Buyer to any member of the Buyer Group or the Seller Group, respectively, with respect to the Indemnified Party for indemnification under of any claims pursuant to Section 9.02(a)(ii13.1(a) or Section 9.03(b13.2(a), as --------------- --------------- the case may be (other than with respect to the representations and warranties in Sections 6.3, 6.4, 6.8, 6.14(i), 6.20 and 8.6) until the aggregate amount of --------------------------------------------- Damages actually incurred by the Buyer Group or the Seller Group, as the case may be, until the aggregate amount of with respect to all Losses in respect of indemnification under Section 9.02(a)(iiclaims shall exceed on a cumulative basis Two Hundred Fifty Thousand Dollars ($250,000) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”"Threshold"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess Primestar and each of the Basket Amount.Stockholders or Buyer, as the case may be, shall be responsible for the full amount of such Damages, including the initial $250,000 of Damages which are subject to the Threshold. Claims made pursuant to the representations and warranties contained in or made pursuant to Sections 6.3, ------------- 6.4, 6.8, 6.14(i), 6.20 and 8.6 will not be subject to the Threshold. ------------------------------- (b) No Indemnified Party shall be entitled Except for Damages arising out of, attributable to recover or resulting from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) breach of the Purchase Price (representations and warranties in Sections 6.3, 6.4, 6.8 ---------------------- and 6.14, no member of the “Cap”)Buyer Group or the Seller Group, as the case may be, -------- shall have any right to obtain an indemnification payment under this Agreement to the extent amounts received by the members of such group as indemnification payments hereunder equal or exceed $500,000,000; provided, that the limitation -------- on Damages set forth in this Section 13.5(b) shall in no way affect the amount --------------- of any Assumed Liabilities assumed by Buyer or the amount of Excluded Liabilities retained by Seller. (c) The aggregate amount Anything contained herein to the contrary notwithstanding, and without limiting the rights of all Losses Buyer and the Buyer Group against Primestar, MDU and PLP hereunder, the indemnification provided for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, in this Article XIII shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding sole and exclusive remedy of Buyer and the foregoing, Buyer Group against the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party Stockholders with respect to the applicable claim for indemnification; matters described in Sections 13.1(a) through ------------------------ (e). --- In addition, if the transactions contemplated hereby are terminated prior to the Closing Date in accordance with the terms hereof, and without limiting any rights against Primestar, MDU and PLP, the Buyer Group will not have the right to seek indemnification from a Stockholder except with respect to (i) any breach by Sellers of their obligation under Section 11.2, (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred breach by such Indemnified Party in collecting Stockholder of its obligations hereunder to be performed prior to such amount; termination and (iii) the amount paid by the Indemnifying any Third Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderClaim. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Seller shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 9.02(a)(ii10.02(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or Section 9.03(b), as by reason of any inaccuracy in or breach of any Seller Fundamental Representation or Special Representation) (the case may be, “Seller Exclusions”) until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii10.02(a) (other than those based upon, arising out of, with respect to or Section 9.03(bby reason of the Seller Exclusions) exceeds one-percent (1%) of the Purchase Price $25,000 (the “Basket AmountDeductible”), in which event the Indemnifying Party Seller shall only be required to pay or be liable for all such Losses in excess of above the Basket AmountDeductible. (b) No Indemnified Party Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 10.03(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 Representation) (the “Buyer Exclusions”) until the aggregate amount of all Losses in respect of indemnification under Section 10.03(a) (other than those based upon, arising out of, with respect to or by reason of Buyer Exclusions) exceeds the Deductible, in which event Buyer shall be entitled required to recover from the Indemnifying Party any pay or be liable for all such Losses pursuant to either Section 9.02(a)(iiabove such amount. (c) or Section 9.03(b), in each case, for an The aggregate amount of indemnification that the Buyer Indemnitees may receive to satisfy claims under Section 10.02(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 excess or breach of twenty-five (25%any Seller Exclusions) of the Purchase Price shall be $1,000,000 (the “Cap”). (cd) The aggregate amount of all Losses indemnification that the Seller Indemnitees may receive to satisfy claims under Section 10.03(a) (other than with respect to a claim for which either (iindemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Buyer Exclusions) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price;Cap. (de) Notwithstanding the foregoing, the limitations set forth above in Sections 9.04(a)–(csubsections (a)-(d) above shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any feesfraud, costs and expenses of collection intentional misrepresentation or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderwillful misconduct. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification It is the intention of the parties hereto to conform strictly to all usury laws that are applicable to each such party, this Lease, and to each of the transactions contemplated by this Lease (collectively the "Transactions"). Accordingly, notwithstanding anything to the contrary in this Lease, or any other document, certificate, instrument or agreement entered in connection with the Transactions (collectively the "Transaction Documents"), it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under Applicable Usury Law (hereinafter defined) that is contracted for, taken, reserved, charged or received by any party under the Transaction Documents or otherwise in connection with the Transactions shall under no circumstances exceed the maximum amount of interest that could lawfully be charged by such party under Applicable Usury Law, (ii) in the event that the maturity of any indebtedness evidenced by or payable pursuant to the Transaction Documents is accelerated for any reason, or in the event of any required or permitted payment or prepayment of all or any part of such indebtedness (including, without limitation, and if applicable, any required or permitted purchase of any Property or Equipment, or any required or permitted payment of the Adjusted Acquisition Cost), then such consideration that constitutes interest as to any such indebtedness under Applicable Usury Law may never include more than the maximum amount allowed by such Applicable Usury Law, and (iii) excess interest, if any, provided for in Section 9.02 and Section 9.03 the Transaction Documents or otherwise in connection with the Transactions shall be subject to be, in accordance with the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under provisions of this Section 9.02(a)(ii) or Section 9.03(b)33, as the case may becanceled automatically and, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03if theretofore paid, shall be liable shallcredited by the recipient on the principal or stated amount of the affected indebtedness (or, to the extent that the principal or stated amount of such indebtedness shall have been or would thereby be paid in each casefull, not exceed refunded by such recipient to the Purchase Price; party entitled thereto). If at any time the rate of interest (ddenominated as such) Notwithstanding contractually called for in any Transaction Document (as the foregoingsame may vary from time to time pursuant to the terms of such Transaction Document, the limitations set forth in Sections 9.04(a)–(c"Stated Rate"), exceeds the maximum non-usurious rate of interest permitted by Applicable Usury Law (the "Maximum Rate") shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims indebtedness evidenced by such Transaction Document, taking into account all other amounts paid or payable pursuant to the Transaction Documents which constitute interest with respect to such insurance proceedsindebtedness under Applicable Usury Law regardless of whether denominated as interest (collectively, indemnity payments or other third-party recoveries relatethe "Other Charges"), an appropriate refund then the rate of interest to accrue on such indebtedness shall be made promptly by limited to such Maximum Rate (taking into account the relevant Indemnified Parties Other Charges), but any subsequent reduction in the Stated Rate applicable to such indebtedness shall not reduce the rate of interest or yield to accrue on such indebtedness to a rate that is less than such Maximum Rate (taking into account the Other Charges) until such time as the total amount of interest or yield on such indebtedness equals the amount of interest or yield which would have accrued if the Stated Rate applicable to such indebtedness had at all times been in effect. If at the maturity or final payment of any indebtedness the total amount of interest or yield paid or accrued on such indebtedness under the preceding sentence is less than the total amount of interest or yield which would have accrued if the Stated Rate applicable to such indebtedness had at all times been in effect, then to the Indemnifying Party in fullest extent permitted by Applicable Usury Law there shall be due and payable with respect to such indebtedness an amount not equal to exceed the excess, if any, of (a) the lesser of (i) the amount by of interest which would have accrued on such indebtedness if such Maximum Rate in respect of such indebtedness had at all times been in effect and been chosen as the rate of interest or yield to be applicable throughout the term of such indebtedness (Ataking into account the Other Charges) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by of interest which would have accrued on such indebtedness if the Indemnified PartyStated Rate applicable to such indebtedness had at all times been in effect, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and over (iiib) the amount of interest accrued in accordance with the provisions of the Transaction Document evidencing such indebtedness after giving effect to the preceding sentence. All amounts paid by or agreed to be paid for the Indemnifying Party use, forbearance or detention of sums pursuant to this Article IX. Notwithstanding or in connection with the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each caseTransaction Documents shall, to the extent such Losses are finally awarded in connection permitted by Applicable Usury Law, be amortized, prorated, allocated and spread throughout the full term thereof so that the rate or amount of interest paid or payable with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts respect to mitigate any Losses for which it is entitled to indemnification amount of indebtedness evidenced by or payable pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy Transaction Documents does not exceed the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining applicable usury ceiling, if any. As used herein, the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.term "

Certain Limitations. The indemnification provided for in Section 9.02 8.02 and Section 9.03 8.03 shall be subject to the following limitations: (a) The Indemnifying Party Seller Parent shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 9.02(a)(ii8.02(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation or warranty in Section 9.03(b)4.01, Section 4.02, Section 4.08, Section 4.09, Section 4.17, Section 4.18, Section 4.20 and Section 4.23 or (ii) any breach of any Seller’s representation or warranty made with the intent to mislead or defraud any Buyer (items (i) and (ii) are collectively referred to herein as the case may be“Buyer Basket Exclusions”), until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii8.02(a) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses other than those based upon, arising out of, with respect to or by reason of Fraud; andthe Buyer Basket Exclusions) exceeds [*], in which event Seller Parent shall only be required to pay or be liable for such Losses in excess of such amount. (eb) Losses Buyer Parent shall not be liable to the Seller Indemnitees for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser reason of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty in Section 5.01 and Section 5.02 or (ii) any breach of any Buyer’s representation or warranty made with the intent to mislead or defraud any Seller (items (i) and (ii) are collectively referred to herein as the “Seller Basket Exclusions”) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds [*], in which event Buyer Parent shall be determined without regard only required to pay or be liable for such Losses in excess of such amount. (c) With respect to any materialityclaims which the Buyer Indemnitees may be entitled to indemnification under Section 8.02(a), Material Adverse Effect Seller Parent shall not be liable for any individual or series of related Losses which do not exceed [*] (which Losses shall not be counted towards the other similar qualification contained limit in this Section 8.04(a)). (d) With respect to any claims as to which the Seller Indemnitees may be entitled to indemnification under Section 8.03(a), Buyer Parent shall not be liable for any individual or otherwise applicable series of related Losses which do not exceed [*] (which Losses shall not be counted towards the other limit in this Section 8.04(b)). (e) The aggregate amount of all Losses for which Seller Parent shall be liable pursuant to Section 8.02(a) (other than the Buyer Basket Exclusions) shall not exceed [*]. (f) The aggregate amount of all Losses for which Buyer Parent shall be liable pursuant to Section 8.03(a) (other than the Seller Basket Exclusions) shall not exceed [*]. (g) The amount of any and all Losses under this Article VIII will be determined net of any amounts recovered by an Indemnified Party or its Affiliates under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or contract pursuant to which or under which such representation Indemnified Party or warrantyAffiliate is a party or has rights.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Except with respect to Indemnifiable Losses resulting from Excluded Taxes or from any inaccuracy in or breach of a representation or warranty set forth in Section 3.17 , no party shall be obligated to indemnify and hold harmless its respective Indemnitees under Section 10.02(a)(i) (in the case of Seller, and other than with respect to an inaccuracy in or breach of any Seller Specified Representation) or Section 10.02(b)(i) (in the case of Purchaser, and other than with respect to an inaccuracy in or breach of any Purchaser Specified Representation) (i) with respect to any claim or series of claims arising out of substantially similar facts and circumstances, unless such claim or series of claims involves Indemnifiable Losses in excess of $100,000 (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 the Indemnitor is responsible under clause (ii) below) and (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees under Section 10.02(a)(i) or such Section 10.02(b)(i) , as the case may be, exceeds $14,500,000 for all Indemnifiable Losses (the “Deductible”), at which point such Indemnitor shall be liable to its respective Indemnitees for the Indemnified Party for indemnification value of the Indemnitee’s claims under Section 9.02(a)(ii10.02(a)(i) (other than with respect to a breach of any Seller Specified Representation) or Section 9.03(b10.02(b)(i) (other than with respect to a breach of any Purchaser Specified Representation), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses that is in excess of the Basket Amount. (b) No Indemnified Party shall be entitled Deductible, subject to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to this Article X; provided , however , that any Indemnifiable Losses based upon, of the Purchaser Indemnified Persons resulting from or arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty set forth in Section 3.03 shall not be subject to the Deductible, and the Threshold Amount for such Indemnifiable Losses shall be determined without regard $50,000; provided further that, for the avoidance of doubt, any such Indemnifiable Losses shall be subject to the Threshold Amount and the maximum aggregate liability set forth in the following sentence prior to the proviso set forth therein. The maximum aggregate liability of Seller, on the one hand, and Purchaser on the other hand, to their respective Indemnitees for any materialityand all Indemnifiable Losses under Section 10.02(a)(i) , Material Adverse Effect in the case of Seller (other than with respect to a breach of any Seller Specified Representation), or Sections 10.02(b)(i) , in the case of Purchaser (other similar qualification contained than with respect to a breach of any Purchaser Specified Representation), shall be $174,000,000; provided , that the maximum aggregate liability of Seller to all Purchaser Indemnified Persons for any or all Indemnifiable Losses under this Agreement shall not exceed the Purchase Price. The limitations in this Section 10.03(a) shall not apply to claims made under Section 10.02(a)(iii) , Section 10.02(b)(iii) or otherwise applicable Section 10.02(b)(iv). (b) Each Indemnitee shall use commercially reasonable efforts to mitigate all Indemnifiable Losses for which indemnification may be sought hereunder; provided that the costs and expenses of such mitigation shall constitute Indemnifiable Losses hereunder. (c) Notwithstanding anything to the contrary herein, any Indemnifiable Losses resulting from or arising out of any breach of any representation or warrantywarranty of Seller made in this Agreement in respect of Taxes, including under Section 3.17 , shall be limited to Taxes attributable to Pre-Closing Periods.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable __Notwithstanding any provision to the Indemnified Party contrary contained in this Agreement, none of the Shareholder Parties shall be obligated to indemnify the Buyer Group for indemnification under Section 9.02(a)(ii) or Section 9.03(bany Damages, other than any Damages as to which the substantive basis for the claim relates to Tax ("Tax Damages"), as the case may be, pursuant to Section 7.2(b)(i) unless and until the aggregate dollar amount of all Losses Damages (excluding Tax Damages) for which the Shareholder Parties, but for this Section 7.3(a) (but after giving effect to Sections 7.3(c) and 7.3(d)), would otherwise be liable pursuant to Section 7.2(b)(i) equals in respect the aggregate $680,000, and then only for the excess over such amount; PROVIDED, HOWEVER, that in no event shall the limitation set forth in this Section 7.3(a) apply to (i) the rights of indemnification the Buyer Group under Section 9.02(a)(ii7.2(b)(i) or Section 9.03(b) exceeds one-percent (1%) of with respect to the Purchase Price (the “Basket Amount”representations and warranties set forth in Sections 2.1(b), 2.3(a), 2.3(b), 2.4(a) and 2.25 or (ii) any willful breach by the Company or the Shareholder Parties of any representation or warranty contained in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket AmountArticle II. (b) No Indemnified Party shall be entitled __Notwithstanding any provision to recover from the Indemnifying Party any Losses contrary contained in this Agreement, the maximum aggregate amount of Damages (including Tax Damages) payable pursuant to either Section 9.02(a)(ii7.2(b)(i) or by the Shareholder Parties shall not exceed $11,600,000; PROVIDED, HOWEVER, that in no event shall the limitation set forth in this Section 9.03(b7.3(b) apply to (i) the rights of the Buyer Group under Section 7.2(b)(i) with respect to the representations and warranties set forth in Sections 2.1(b), 2.3(a), 2.3(b), 2.4(a) and 2.25 or (ii) any willful breach by the Company or the Shareholder Parties of any representation or warranty contained in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”)Article II. (c) The aggregate amount __Notwithstanding any provision to the contrary contained in this Agreement, Damages shall not include and no Person will have any obligation under Section 7.2(a) or 7.2(b) in respect of all Losses for which either (i) Sellerany lost profits or consequential, pursuant to Section 9.02(a)incidental, indirect, special or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price;punitive damages. (d) __Notwithstanding any provision to the foregoingcontrary contained in this Agreement, in no event shall any Shareholder Party have any obligation under Section 7.2(a) and Section 7.2(b) for any Damages to the limitations set forth extent such Damages have been taken into account in Sections 9.04(a)–(c) shall not apply determining any adjustment to Losses based upon, arising out of, with respect the Aggregate Merger Consideration under Article I (including any payment pursuant to or by reason of Fraud; andSection 4.11). (e) Losses __Notwithstanding any provision to the contrary contained in this Agreement, the maximum liability of each of Pieter ▇. ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ for any Damages pursuant to Section 7.2(b) shall in no event exceed in any particular case such individual's Applicable Percentage of the total amount of Damages for which any Indemnified Party would otherwise indemnification may be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party claimed pursuant to this Article IX. Notwithstanding the foregoingsuch Section (after giving effect to Sections 7.3(a), nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder7.3(b), 7.3(c), 7.3(d) and 7.3(f)). (f) No __Notwithstanding any provision to the contrary contained in this Agreement, no Indemnifying Parties shall have any obligation to indemnify any Indemnified Party under this ARTICLE VII for any Damages that are actually recovered by the Indemnified Party from any third party (including any amounts recovered under insurance policies), and in the event of a recovery by such Indemnified Party subsequent to an indemnification payment being made the Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, reimburse the Indemnifying Party to the extent of such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Partyamount actually recovered. (g) Each Indemnified Party Notwithstanding any provision to the contrary contained in this Agreement, in no event shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification claim be made pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (hSection 7.2(c) For purposes of this ARTICLE IX (including for purposes of determining the existence of based on any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty contained in Section 3.7 unless the Parent or the Surviving Corporation shall be determined without regard to any materialitythe subject of a bankruptcy proceeding under the United States Bankruptcy Code, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyas amended.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 7.2 shall be subject to the following limitations: (a) The Indemnifying Party Subject to Section 7.3(b), Seller shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 9.02(a)(ii7.2(a) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b7.2(a) exceeds one-percent (1%) % of the Purchase Price (the “Basket AmountBasket”), in which event the Indemnifying Party Seller shall only be required to pay or be liable for all such Losses in excess of the Basket Amount. (b) No Indemnified Party amount. The aggregate amount of all Losses for which Seller shall be entitled to recover from the Indemnifying Party any Losses liable pursuant to either Section 9.02(a)(ii7.2(a) or Section 9.03(b), in each case, for shall not exceed an aggregate amount in excess equal to 10% of twenty-five the sum of the (25%x) of the Purchase Price plus (y) the Performance Payment (if any) (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (db) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(cSection 7.4(a) shall not apply (i) to Losses based upon, arising out of, with respect to or by reason of Fraud; and (ex) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty in Sections 3.2, 3.8, and 3.22, or (y) Fraud, bad faith, gross negligence or willful misconduct or (ii) in any claim for indemnification pursuant to Sections 7.2(b), 7.2(c) or 7.2(d). (c) Notwithstanding anything in this Agreement to the contrary, for purposes of determining whether any representation or warranty has been breached and the amount of Losses arising therefrom, each representation and warranty in this Agreement and the schedules and exhibits hereto shall be determined read without regard and without giving effect to any materialitythe terms “knowledge”, “material,” “in all material respects,” “Material Adverse Effect Effect,” “except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect” or similar words or phrases (other similar qualification than in Section 3.7 and the term “Material Contract”) contained in or otherwise applicable to such representation or warranty (as if such words or phrases were deleted from such representation and warranty).

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying No Party shall not be liable obligated to the Indemnified indemnify and hold harmless its respective Indemnitees, and no Party for indemnification shall have any liability, under Section 9.02(a)(ii9.2(a) (in the case of the Restricted Parties) or Section 9.03(b), as 9.3(a) (in the case may be, of Buyer) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees under Section 9.2(a) (in the case of the Restricted Parties) or Section 9.3(a) (in the case of Buyer) exceeds one hundred ninety-five thousand dollars ($195,000) (the “Deductible”), at which point such Indemnitor shall be liable to its respective Indemnitees for the value of the Indemnitee’s claims under Section 9.2(a) (in the case of the Restricted Parties) or Section 9.3(a) (in the case of Buyer) that is in excess of the Deductible, subject to the other applicable limitations (if any) set forth in this ARTICLE IX; provided, however, that the preceding limitations shall not apply to any indemnification claim (i) based on Fraud by any Party or any of its Affiliates, (ii) in respect of any Seller Fundamental Representation or Tax Representation (in the case of an indemnification claim under Section 9.02(a)(ii9.2(a)) or (iii) in respect of any Buyer Fundamental Representation (in the case of an indemnification claim under Section 9.3(a)). The maximum aggregate liability of the Restricted Parties, on the one hand, and Buyer, on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 9.2(a), (in the case of the Restricted Parties) or Section 9.03(b9.3(a) exceeds one-(in the case of Buyer) shall not exceed ten percent (1%10)% of the amount equal to the sum of (x) the actual cash amount of the Purchase Price received by Seller under this Agreement and (y) any amounts set off against the Deferred Payment, if any, pursuant to Section 9.8 (the “Basket AmountIndemnification Cap”); provided, however, that the Indemnification Cap shall not apply to any Seller Fundamental Representations, the Tax Representations, or Buyer Fundamental Representations; provided, further, that the preceding limitations shall not apply to any indemnification claim based on Fraud by any Party or any of its Affiliates. Notwithstanding anything contained in which event this Agreement to the Indemnifying Party shall only be required to pay or be liable for Losses in excess contrary, the maximum aggregate liability of the Basket AmountRestricted Parties pursuant to Section 9.2(a) and Buyer pursuant to Section 9.3(a) shall not exceed (1) the actual cash amount of the Purchase Price received by Seller under this Agreement plus (2) any amounts set off against the Deferred Payment, if any, pursuant to Section 9.8; provided, however, that the preceding limitations shall not apply to any indemnification claim based on Fraud by any Party or any of its Affiliates. (b) No Buyer Indemnified Party Person shall be entitled to recover from indemnification with respect to any particular Indemnifiable Loss to the Indemnifying Party any Losses pursuant to either extent such Indemnifiable Loss was expressly reserved for in the Closing Working Capital (as finally determined in accordance with Section 9.02(a)(ii) or Section 9.03(b1.6(a)(i), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Indemnifiable Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be an Indemnitee is entitled to indemnification under this Article IX Agreement shall be reduced determined without duplication of recovery by reason of the amount state of insurance proceeds actually received by facts giving rise to such Indemnified Party in respect Indemnifiable Loss constituting a breach of any Losses incurred by such Indemnified Party (net of any feesmore than one representation, costs and expenses of collection warranty, covenant or increased premiumsagreement, if applicable). In it being understood that no Indemnitee shall be able to recover the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder same Indemnifiable Loss twice in respect of the claims same state of facts giving rise to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderIndemnifiable Loss. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (gd) Each Indemnified Party Indemnitee shall use its commercially reasonable efforts to mitigate any Losses Indemnifiable Loss for which it is entitled to such Indemnitee seeks indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of under this ARTICLE IX to the extent required by Applicable Law, it being understood that any reasonable costs and expenses incurred by such Indemnitee in connection with such mitigation shall constitute an Indemnifiable Loss that may be recovered hereunder. Notwithstanding the foregoing, an Indemnitee’s obligation to mitigate any Indemnifiable Loss shall not require such Indemnitee to (including for purposes i) initiate any Action, (ii) assume or incur any material Liability, (iii) seek any payment under any insurance policy in respect of determining the existence of such Indemnifiable Loss prior to seeking indemnification under this ARTICLE IX or (iv) take any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall other action that would reasonably be determined without regard expected to any materiality, Material Adverse Effect or other similar qualification contained in materially disrupt or otherwise applicable to materially affect in an adverse manner such representation Indemnitee’s business or warrantyoperations.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party No party shall not be liable obligated to the Indemnified Party for indemnification indemnify and hold harmless its respective Indemnitees under Section 9.02(a)(ii8.2(a)(i) (in the case of Seller) or Section 9.03(b8.2(b)(i) (in the case of Buyer) (i) with respect to any claim, unless such claim involves Indemnifiable Losses in excess of $25,000 (the “De Minimis Amount”) (nor shall any claim that does not exceed the De Minimis Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under clause (ii) below) and (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees under such Section 8.2(a)(i) or such Section 8.2(b)(i), as the case may be, until the aggregate amount of exceeds $200,000 for all Indemnifiable Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket AmountDeductible”), in at which event the Indemnifying Party point such Indemnitor shall only be required to pay or be liable to its respective Indemnitees for Losses the value of the Indemnitee’s claims under Section 8.2(a)(i) or such Section 8.2(b)(i), as the case may be, that is in excess of the Basket Amount. (b) No Indemnified Party shall be entitled Deductible, subject to recover from the Indemnifying Party limitations set forth in this Article VIII. The maximum aggregate liability of Seller, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses pursuant to either under Section 9.02(a)(ii) or Section 9.03(b8.2(a)(i), in each case, for an aggregate amount in excess the case of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to or Section 9.02(a8.2(b)(i), or (ii) in the case of Buyer, pursuant to Section 9.03, shall be liable shall$1,200,000; provided, in each case, that the maximum aggregate liability of Seller to all Buyer Indemnified Persons for any and all Indemnifiable Losses under this Agreement (other than under Sections 8.2(a)(iii) and (iv)) shall not exceed the Purchase Price; (d) $2,500,000. Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(cthe previous sentences of this Section 8.3(a) (other than the limitation in the immediately preceding proviso) shall not apply be applicable to any Indemnifiable Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder asserted in respect of the claims Seller Fundamental Representations or the Buyer Fundamental Representations. (b) If any Buyer Indemnified Person actually realizes a Tax benefit in respect of an Indemnifiable Loss as described in the proviso in the definition of “Indemnifiable Losses” set forth in Section 8.4(iii) or subsequent to which an Indemnity Payment made by an Indemnitor to an Indemnitee with respect to such insurance proceedsIndemnifiable Loss, indemnity payments or other third-party recoveries relate, an appropriate refund then such Indemnitee shall be made promptly by the relevant Indemnified Parties pay to the Indemnifying Party in an amount not to exceed the lesser of (i) Indemnitor the amount of such Tax benefit realized by which (A) such Buyer Indemnified Person up to the amount of such Indemnity Payment received by the Indemnified PartyIndemnitee, net of any fees, costs and expenses or increased premiums incurred by such Buyer Indemnified Party Person in collecting pursuing such amountTax benefit, plus within 15 days after the payment Buyer Indemnified Person realizes such Tax benefit in the form of cash actually received from or reduction in cash Taxes actually paid. If any Tax benefit (or portion thereof) in respect of an Indemnifiable Loss as described in the Indemnifying Partyproviso in the definition of “Indemnifiable Losses” set forth in Section 8.4(iii), exceeds that either (Bi) reduces the total Losses suffered or incurred Indemnity Payments made by the Indemnified Party with respect an Indemnitor prior to the applicable claim for indemnification; time such payment is made or (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant obligates an Indemnitee to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, make payments to the extent such Losses are finally awarded in connection with a Third-Party Claim against Indemnitor under the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes immediately preceding sentence of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.this

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Seller shall not be liable required to the Indemnified Party for make any indemnification under payment pursuant to Section 9.02(a)(ii‎9.2(a) or Section 9.03(b), until such time as the case may be, until the aggregate total amount of all Losses in respect (including the Losses arising from such inaccuracy or breach and all other Losses arising from any other inaccuracies or breaches of indemnification under Section 9.02(a)(iiany representations or warranties) that have been directly or Section 9.03(b) exceeds one-percent (1%) indirectly suffered or incurred by any one or more of the Purchase Price Buyer Indemnified Parties, or to which any one or more of the Buyer Indemnified Parties has or have otherwise directly or indirectly become subject, exceeds $219,000 in the aggregate (the “Basket AmountBasket”), in which event and then only for the Indemnifying Party excess over the Basket; provided, however, that this limitation shall only not apply to Losses arising out of or resulting from any Seller Fundamental Representation. Buyer shall not be required to pay make any indemnification payment pursuant to Section ‎9.3(a) until such time as the total amount of all Losses (including the Losses arising from such inaccuracy or be liable for breach and all other Losses in excess arising from any other inaccuracies or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Basket AmountSeller Indemnified Parties, or to which any one or more of the Seller Indemnified Parties has or have otherwise directly or indirectly become subject, exceeds the Basket, and then only for the excess over the Basket; provided, however, that this limitation shall not apply to Losses or Taxes arising out of or resulting from any Buyer Fundamental Representation. (b) No Indemnified Party shall be The maximum aggregate amount that the Indemnitees are entitled to recover in the aggregate from the Indemnifying Party Indemnitors under Sections ‎9.2(a) and ‎9.3(a) shall be capped at $6,930,000; provided, however, that this limitation shall not apply to Losses or Taxes arising out of or resulting from any Losses pursuant to either Section 9.02(a)(ii) Seller Fundamental Representation or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”)any Buyer Fundamental Representation. (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(cSection ‎9.7(a) and Section ‎9.7(b) shall not apply to Losses based upon, arising out in the case of, with respect to or by reason and shall not limit the rights of Fraud; and (e) Losses for which any an Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party recover in respect of any Losses incurred by such Indemnified Party (net of any feesor Taxes, costs and expenses of collection arising out, relating to or increased premiumsresulting from, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceedsintentional misrepresentation, indemnity payments willful misconduct or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderfraud. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (hd) For all purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in‎Article 9, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), Losses arising from any inaccuracy in or breach of any representation or warranty the representations and warranties contained in this Agreement shall be determined without regard reference to any materiality, the terms “material,” “materially,” “Material Adverse Effect Effect,” “material adverse effect” or other similar qualification qualifications as to materiality contained or incorporated directly or indirectly in or otherwise applicable to any such representation or warranty.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party No claim for indemnification may be asserted against either Seller or Buyer for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim is received by Buyer or Seller, as applicable, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the expiration date of any applicable Survival Period. (b) Seller shall not be liable to the Indemnified Party for indemnification under Section 9.02(a)(ii10.2(a)(i) or Section 9.03(b), as the case may be, unless and until the cumulative aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(iithereof exceeds One Hundred Fifty Thousand Dollars ($150,000) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket AmountDeductible”), in which event the Indemnifying Party Seller shall only be required to pay or be liable for Losses in excess of the Basket Amount. Deductible; provided, however, that Seller shall not be liable under Section 10.2(a)(i) for any individual or series of related Losses which does not exceed Thirty Seven Thousand Five Hundred Dollars (b$37,500) No Indemnified Party (“De Minimis Losses”), which De Minimis Losses shall not be entitled counted toward the Deductible and in no event shall Seller have any liability hereunder for such De Minimis Losses. Notwithstanding anything to recover the contrary contained in this Agreement, Seller’s aggregate liability for all Losses resulting from the Indemnifying Party or relating to any Losses pursuant to either Direct Claims made under Section 9.02(a)(ii10.2(a)(i) or third party claims made under Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five 10.2(a)(i) shall not exceed One Million Two Hundred Fifty Thousand Dollars (25%$1,250,000) of the Purchase Price (the “Cap”). The Parties hereby acknowledge that the Cap shall be a single amount applicable to the aggregate of all Direct Claims for indemnification arising under Section 10.2(a)(i) and third party claims for indemnification arising under Section 10.2(a)(i) and that any indemnification payments made in respect of any Direct Claims pursuant to Section 10.2(a)(i) or third party claims pursuant to Section 10.2(a)(i) shall reduce the remaining amounts available under the Cap for all such claims. (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect Each of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by Buyer Indemnitees and the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party Seller Indemnitees shall use its commercially reasonable efforts to mitigate any Losses in connection with this Agreement. (d) The amount of any Losses for which indemnification is provided under this Article X shall be computed net of (i) any insurance or other proceeds actually received by the Indemnified Party in connection with such Losses and (ii) any indemnity, contribution or other similar payment the Indemnified Party received from any other Person with respect to such Loss less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other chargebacks (it being agreed that no Party shall have any obligation to seek to recover any insurance proceeds in connection with making a claim under this Article X and that, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified prior to the realization of reduction of such Losses). (e) The amount of any indemnification payment made by a Party under Article X shall be treated for all Tax purposes as an adjustment to the Purchase Price unless otherwise required by applicable Law following a final determination as defined in Section 1313 of the Code. (f) Upon payment of any Losses with respect to a claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment (and to recover costs or expenses incurred by the Indemnifying Party in enforcing such recovery rights against such Person) to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim for indemnification. The Indemnified Party shall assign such rights to and otherwise reasonably cooperate with the Indemnifying Party, at the cost and expense of Indemnifying Party, to pursue any claims against or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement. (g) In the event Losses suffered by any Indemnified Party are recoverable under more than one provision of this Agreement and even though an Indemnified Party is permitted to rely on each provision of this Article X independently, any such Indemnified Party shall only be permitted to recover with respect to any particular Losses suffered by it one time as it is the Parties’ intent that recovery by such particular Indemnified Party for such same Losses under another provision would constitute an unintended and prohibited “double” recovery. (h) No Indemnified Party shall be entitled to bring a claim for indemnification for any breach or inaccuracy of any representation, warranty or covenant set forth in this Agreement if Buyer (if such Indemnified Party is a Buyer Indemnitee) or Seller (if such Indemnified Party is a Seller Indemnitee) had Knowledge of such breach or inaccuracy as of the Execution Date. Notwithstanding the foregoing, an Indemnified Party’s right to indemnification pursuant to this Article IX including incurring costs only to X shall not be affected by (i) any investigation or audit conducted on or after the minimum extent necessary to remedy Execution Date or (ii) the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence knowledge of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount Party of any Loss breach of a representation, warranty or covenant by any other Party at any time with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect matters arising or other similar qualification contained in or otherwise applicable to such representation or warrantydiscovered after the Execution Date.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party shall Except in the case of Fraud and indemnification claims related to any breach of or inaccuracy in the Acquired Company Fundamental Representations, Buyer Fundamental Representations or the Tax Representations, the Buyer Indemnified Parties, as a group, on the one hand, and the Seller Indemnified Parties, as a group, on the other hand, may not be liable recover any Losses pursuant to the Indemnified Party for an indemnification claim under Section 9.02(a)(ii) 10.2(a)(i), Section 10.2(a)(viii), Section 10.2(a)(ix), Section 10.2(a)(x), or Section 9.03(b10.2(b)(i), as applicable: (i) unless for any particular indemnifiable Losses (or group of related indemnifiable Losses that result from the case may besame circumstances) pursuant to this Article X, until the aggregate amount of all such indemnifiable Losses in respect or group of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price related indemnifiable Losses is greater than $15,000 (the “Basket AmountDe Minimis Threshold”); if less than the De Minimis Threshold, such indemnifiable Losses shall not be subject to indemnity hereunder, and, if greater or equal to the De Minimis Threshold, the entire amount (subject to the other limitations set forth in this Article X) shall be eligible for indemnity and (ii) unless and until the Buyer Indemnified Parties, as a group, on the one hand, or the Seller Indemnified Parties, as a group, on the other hand, shall have paid, incurred, suffered or sustained at least $100,000 in Losses (the “Deductible”) in the aggregate, at which event time the Indemnifying Party Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, shall only be required entitled to pay or be liable for recover in accordance with this Agreement all Losses in excess of the Basket AmountDeductible. (b) No Subject to the limitations set forth in this Section 10.3, the Buyer Indemnified Party Parties shall be entitled to recover from bring indemnification claims directly against the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”)Sellers. (c) The In no event shall: (i) the aggregate liability of any Seller for all indemnification claims related to any breach of or inaccuracy of any representation (other than the Acquired Company Fundamental Representations and the Tax Representations) made under this Agreement exceed fifty percent (50%) of the aggregate amount of all Losses for which either (i) Seller Consideration received by such Seller, pursuant to Section 9.02(a), or ; (ii) the aggregate liability of any Seller for all indemnification claims related to any breach of or inaccuracy of any Acquired Company Fundamental Representation or any Tax Representation exceed one hundred percent (100%) of the aggregate amount of Seller Consideration received by such Seller; (iii) the aggregate liability of Buyer for all indemnification claims related to any breach of or inaccuracy of any representation (other than the Buyer Fundamental Representations) made under this Agreement exceed fifty percent (50%) of the aggregate amount of Seller Consideration paid by Buyer, pursuant ; or (iv) the aggregate liability of any Seller for all indemnification claims related to Section 9.03, shall be liable shall, in each case, not any breach of or inaccuracy of any Buyer Fundamental Representation exceed one hundred percent (100%) of the Purchase Price;aggregate amount of Seller Consideration paid by ▇▇▇▇▇. (d) Notwithstanding the foregoing, the The limitations set forth in Sections 9.04(a)–(cSection 10.3(c) shall not apply to Losses based upon(and shall not limit the indemnification or other obligations of Buyer or any Seller for or with respect to) any of the matters referred to in Sections 10.2(a)(ii) through 10.2(a)(vii), arising out Section 10.2(b)(ii) or Section 10.2(b)(iii). Notwithstanding anything to the contrary contained in this Agreement, there shall be no limitation (whether under this Article X or otherwise) on the liability of Buyer or any Seller that committed, had actual knowledge of or consciously disregarded the occurrence of, any fraud with respect to or by reason of Fraud; andsuch fraud. (e) Losses The Indemnified Parties shall use commercially reasonable efforts (but with no duty to litigate) to pursue a claim (to the extent coverage is available for which such claim) under any insurance policy that existed as of the applicable Closing Date. The Indemnified Party would otherwise Parties shall not be entitled to recover under Section 10.2(a) or Section 10.2(b) to the extent the subject matter of the claim is covered by insurance proceeds, indemnification under this Article IX shall be reduced by the amount of insurance proceeds payments or similar reimbursements actually received by such the Buyer Indemnified Party in respect of any Losses incurred by such Parties or the Seller Indemnified Party Parties, as applicable (net of any feescosts or expenses incurred in obtaining such insurance, costs and expenses of collection indemnification or increased premiumsreimbursement, if applicableincluding any increases in insurance premiums or retro-premium adjustment). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Except with respect to Unpaid Pre-Closing Taxes, the Indemnified Party Parties shall not be entitled to indemnification for any punitiverecover under Section 10.2(a) or Section 10.2(b) unless such Indemnified Parties have taken commercially reasonable actions to mitigate Losses hereunder after the date one or more of such Indemnified Parties becomes aware that the event, incidental, consequential, special, occurrence or indirect damages, or exemplary Losses except, in each case, action could reasonably be expected to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Partygive rise to Losses. (g) Each The Indemnified Parties shall not be entitled to recover under Section 10.2(a) or Section 10.2(b) with respect to consequential damages of any kind, or indirect, special, incidental, exemplary or punitive damages (except to the extent paid or payable by an Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Lossa third party in connection with a Third Party Claim). (h) For purposes of Any Losses for indemnification under this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty Agreement shall be determined without regard duplication of recovery due to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable the facts giving rise to such representation Losses constituting a breach of more than one representation, warranty, covenant or warranty.agreement, or being indemnifiable pursuant to more than one clause of Section 10.2(a) or Section 10.2(b). In addition, if and solely to the extent that an amount of Losses in connection with an indemnifiable matter was already specifically taken into account in connection with calculation of the Seller Consideration and actually reduced the Seller Consideration, the same Losses may not be recovered under this Article X.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be (i) Notwithstanding the provisions of this Article IX (but subject to Section 9.2(c)(iii)), after the following limitations: Closing, the Purchaser Indemnified Parties (aA) The Indemnifying Party shall not be liable entitled to the Indemnified Party for indemnification under recover pursuant to Section 9.02(a)(ii9.2(a) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses incurred relating thereto exceed, in respect of indemnification under Section 9.02(a)(iithe aggregate, Eight Hundred Twelve Thousand Five Hundred Dollars ($812,500) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket”) (provided that the Basket Amount”shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of Sections 4.3(a) or 4.11(a)), in which event and then the Indemnifying Party Purchaser Indemnified Parties shall only be required entitled to pay or recover thereunder to the extent that aggregate indemnified Losses exceed the amount of the Basket, and (B) shall not be liable for Losses entitled to recover pursuant to Section 9.2(a) from the Equity Holders any amounts in excess of the Basket Amountamount then remaining in the Indemnity Escrow Fund. (bii) No Notwithstanding the provisions of this Article IX (but subject to Section 9.2(c)(iii)), after the Closing, the Equity Holders Indemnified Party Parties (A) shall not be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii9.2(b) or Section 9.03(b)until the Losses incurred relating thereto exceed, in each casethe aggregate, for an the Basket, and then the Equity Holders Indemnified Parties shall only be entitled to recover thereunder to the extent that aggregate amount indemnified Losses exceed such amount, and (B) shall not be entitled to recover pursuant to Section 9.2(b) any amounts in excess of twenty-five Sixteen Million Dollars (25%) of the Purchase Price (the “Cap”$16,000,000). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (diii) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c9.2(c)(i) and (ii) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation Fundamental Representation, (B) any intentional breach or warranty intentional non-fulfillment of any covenant or agreement to be performed by the Company, the Representative, the Equity Holders, Merger Sub or Purchaser pursuant to this Agreement that gives rise to liability under Section 9.2(a)(ii) or Section 9.2(b)(ii), as applicable, (C) Section 9.2(a)(iii) or (D) any claim based on fraud, provided that (1) the maximum aggregate indemnification obligations of the Equity Holders in respect of Losses based upon, arising out of, with respect to or by reason of the matters set forth in the foregoing clauses (A) through (D) shall be determined without regard not exceed the Merger Consideration (and in all cases subject to any materiality, Material Adverse Effect or other similar qualification contained the limitations set forth in or otherwise applicable Section 9.5(b)) and (2) the maximum aggregate indemnification obligation of Purchaser pursuant to such representation or warrantySection 9.2(b) shall not exceed the Purchase Price.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Stockholders shall not be liable required to indemnify the Indemnified Party for indemnification Parent Indemnitees with respect to any claim under Section 9.02(a)(ii8.2(a) or Section 9.03(b), as the case may be, 8.2(g) unless and until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) for such claims exceeds one-percent an amount equal to three hundred fifty thousand dollars (1%) of the Purchase Price (the “Basket Amount”$350,000), in which event the Indemnifying Party Parent Indemnitees shall be entitled to recover Losses only be required to pay or be liable for Losses in excess of thereof; provided, that the Basket Amountforegoing limitation shall not apply to (i) a claim for indemnification to the extent such claim is based upon Fraud, or (ii) a claim pursuant to item 3 on Schedule 8.2(g). (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) The sole and exclusive remedy of the Purchase Price (the “Cap”). (c) The aggregate amount of Parent Indemnitees with respect to any and all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect or related to this Agreement or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX the Contemplated Transactions, shall be reduced by via offset against the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party Indemnity Shares pursuant to this Article IX. Notwithstanding the foregoingSection 8.6 provided, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each casehowever, to the extent such claim is based upon Fraud and exceeds the amount of Indemnity Shares, Parent Indemnitees may seek recovery directly from the Stockholder who committed such Fraud pursuant to Section 8.2 regarding any such excess amount; provided, further, however, that with respect to any and all Losses are finally awarded in connection based upon, arising out of, or related to the Special Indemnity, the sole and exclusive remedy of the Parent Indemnitees with a Third-Party Claim respect to such Losses shall be via offset against the Indemnified PartySpecial Indemnity Shares pursuant to Section 8.7. (gc) Each Indemnified Party shall use its commercially reasonable efforts to mitigate The amount of any Losses for which it is entitled to the Parent Indemnitees claim indemnification pursuant to under this Article IX Agreement shall be reduced by any insurance proceeds or other third party reimbursements actually received in connection with such Losses (net of any costs or expenses incurred in obtaining such insurance, indemnification or reimbursement, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to any increases in insurance premiums or retro-premium adjustments resulting from such Lossrecovery). (hd) For purposes of this ARTICLE IX (including Article VIII, for purposes the sole purpose of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss Losses actually suffered with respect thereto), to any inaccuracy in or breach of any representation or warranty (and not for purposes of determining whether or not any breaches of representations or warranties have occurred) the representations and warranties in ARTICLE III shall not be determined without regard deemed to be qualified by any materiality, Company Material Adverse Effect or other similar qualification qualifications contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject Notwithstanding anything to the contrary contained in this Agreement, each of the following limitationslimitations shall apply: (a) The Indemnifying Party 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 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 Indemnified Party for indemnification extent that the cumulative amount of the Losses under Section 9.02(a)(ii9.1(a)(i) or Section 9.03(b), as incurred by the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(iiPurchaser Indemnified Parties exceeds Two Hundred Fifty Thousand Dollars (U.S. $250,000) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in ) at which event the Indemnifying Party shall only point Seller will be required to pay or be liable for pay, and will have Liability for, an amount equal to the amount of the Losses under Section 9.1(a)(i) incurred by the Purchaser Indemnified Parties in excess of the Basket Amount. (b) No Indemnified Party shall Purchaser will not be entitled required to recover from the Indemnifying Party any Losses pursuant to either indemnify Seller under Section 9.02(a)(ii9.1(b)(i) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any other than Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with as a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence result of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty contained in Sections 4.1 (Organization and Authority) or 4.3 (Brokers, Finders, etc.), or attributable to fraud or intentional misconduct, as to which this Section 9.2(b) shall not apply) except to the extent that the cumulative amount of the Losses under Section 9.1(b)(i) incurred by the Seller Indemnified Parties exceeds the Basket Amount at which point Purchaser will be required to pay, and will have Liability for, the cumulative amount of the Losses under Section 9.1(b)(i) incurred by the Seller’s Indemnified Parties in excess of the Basket Amount. (c) In no event shall the aggregate out-of-pocket Liability of Seller for any Losses pursuant to Sections 9.1(a) exceed (i) Ten Million Dollars (U.S. $10,000,000) (the “First Year Liability Cap”) if the Indemnification Claim Notice is given on or before the first anniversary of the Closing, and (ii) Five Million Dollars (U.S. $5,000,000) (the “Second Year Liability Cap”) (the First Year Liability Cap and the Second Year Liability Cap, the “Seller’s Liability Caps”) if the Indemnification Claim Notice is given after the first anniversary of the Closing; provided, that Seller’s Liability Caps shall not apply to any (i) claims against Purchaser arising from or in connection with the investigation listed as item 2 on Section 3.5(b) of the Seller Disclosure Schedule and (ii) Losses incurred as a result of any inaccuracy or breach of any representation or warranty contained in Section 3.1 (Organization and Authority), Section 3.2(b) (Title to Purchased Assets), Section 3.9 (Tax Matters) and Section 3.12 (Brokers, Finders, etc.); and provided, further, that the Seller’s Liability Caps shall not apply to Losses attributable to fraud or intentional misconduct. Notwithstanding anything contained herein to the contrary, in no event shall the aggregate out-of-pocket Liability of Seller Indemnifying Parties for any Losses or any Liability hereunder exceed the Purchase Price. (d) In no event shall the aggregate out-of-pocket Liability of Purchaser for any Losses pursuant to Sections 9.1(b)(i) exceed Two Million Dollars (U.S. $2,000,000); (the “Purchaser’s Liability Cap”); provided, that the forgoing Purchaser’s Liability Cap shall not apply to Losses incurred as a result of any inaccuracy or breach of any representation or warranty contained in Section 4.1 (Organization and Authority) or Section 4.3 (Brokers, Finders, etc.); and provided, further, that the Purchaser’s Liability Cap shall not apply to Losses attributable to fraud or intentional misconduct. Notwithstanding anything contained herein to the contrary, in no event, except with respect to Purchaser’s obligation to make payment on the Notes when due, shall the aggregate out-of-pocket Liability of Purchaser for any Losses or any Liability hereunder exceed Five Million Dollars (U.S. $5,000,000). (e) In no event shall Seller or Purchaser 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; provided, however, that (i) claims for Losses incurred as a result of (A) claims against Purchaser arising from or in connection with the issue listed as item 2 on Section 3.5(b) of the Seller Disclosure Schedule and (B) 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 warranty 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. (g) Purchaser shall have the right to offset any and all unpaid indemnification claims of Purchaser Indemnified Parties against Purchaser’s payment obligations under the First Anniversary Note; provided that, to the extent Seller contest any indemnification claim, Purchaser shall pay the amount of such contested indemnification claim into an escrow account with a bank in New York as the escrow agent, which escrow shall be determined without regard released to any materiality, Material Adverse Effect Seller when the indemnification claim is finally rejected or to Purchaser if the indemnification claim is finally decided in favor of the Seller or such other similar qualification contained manner in or otherwise applicable to which Seller and Purchaser mutually agree. The costs for such representation or warrantyescrow agent shall be born by the losing Party.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Notwithstanding anything in this Agreement to the contrary, no Indemnified Party shall not be liable entitled to the Indemnified Party for receive any amount in respect of any indemnification claims under Section 9.02(a)(ii8.02(a) or (b), or Section 9.03(b8.03(a) or (b), as the case may be, unless and until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) incurred or Section 9.03(b) suffered by such Indemnified Party exceeds one-percent (1%) of the Purchase Price $75,000 (the “Basket AmountBasket”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover for all Losses from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess first dollar of twenty-five (25%) of the Purchase Price (the “Cap”). (c) such Loss. The aggregate amount of all Losses for which either an Indemnifying Party shall be liable pursuant to Section 8.02(a) or (b) or Section 8.03(a) or (b), as the case may be, shall not exceed $5,000,000 (the “Cap”); provided, however, that, notwithstanding the foregoing, neither the Basket nor the Cap shall be applied to any claim or recovery of such Losses related to (i) Seller, pursuant to any breach or inaccuracy in any representation or warranty contained in Section 9.02(a4.14 and Section 4.19(b), or (ii) Buyerany violation of, pursuant to non-fulfillment of, or non-compliance with, any covenant contained in Section 9.038.02(c), shall be liable shallSection 8.02(d), or any of the Specified Covenants, or (iii) except for matters permitted by and that were entered into in compliance with Section 6.17, any Franchisees who entered into a new Franchise Agreement, amended their Franchise Agreement, or renewed their Franchise Agreement, in each casecase in the period between October 10, not exceed 2016, and the Purchase Price;Closing. (db) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) In no event shall not apply any Indemnifying Party be liable to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, specialspecial or indirect damages other than amounts of such damages paid to third parties as Losses resulting from Third Party Claims, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or indirect damages, diminution of value or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Partyany damages based on any type of multiple. (gc) Each Indemnified Party Seller shall use its commercially reasonable efforts to mitigate not be liable under Section 8.02 for any Losses for which it is entitled to indemnification pursuant to this Article IX arising out of any Third Party Claim brought against Buyer by a Franchisee (including incurring costs only Losses asserted in such Third Party Claim unrelated to the minimum extent necessary Territorial Dispute) if: (i) such Franchisee alleged in such Third Party Claim that Buyer violated Law or breached a such Franchisee’s Franchise Agreement by revoking, failing to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy inhonor, or breach offailing to renew the Protected Area (as defined in such Franchisee’s Franchise Agreement) (the “Territorial Dispute”); and (ii) such Franchise Agreement was due to expire or be renewed no later than October 10, any representation or warranty and for calculating 2021; unless, prior to giving Seller notice of the amount of any Loss with respect theretoThird Party Claim as provided in Section 8.04(a), any inaccuracy in or breach Buyer offered to renew the Franchise Agreement for a five year term with such Protected Area intact (provided that, other than the extension of any representation or warranty shall be determined without regard the protected territory, Buyer may require the Franchisee to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantyrenew under the terms of Buyer’s then-current form of Franchise Agreement).

Certain Limitations. The indemnification provided for Notwithstanding anything in Section 9.02 and Section 9.03 shall be subject this Agreement to the following limitationscontrary, neither Buyer nor Sellers, as the case may be as Indemnifying Parties, shall have any obligation to indemnify or otherwise be liable to Sellers or Buyer, as the case may be as Claimant: (a) The Indemnifying Party except regarding claims described in subsection (b) below and Section 10.7 below (with respect to Sections 3.1, 3.3, 3.4(b) and 3.5(b)), with respect to any claim by Buyer that the Sellers or the Company, or by Sellers that Buyer, shall not have breached its representations or warranties contained in this Agreement , or has failed to comply with its covenants contained herein which are to be liable performed at or prior to Closing: (1) unless notice of such claim is given prior to the Indemnified Party second anniversary of the Closing Date; (2) unless and until the aggregate amount for indemnification under Section 9.02(a)(ii) which Buyer or Section 9.03(b)Sellers, as the case may bebe as Indemnifying Parties, until would otherwise (but for this provision) have been liable for on account of such claim and other claims for which Sellers or Buyer, as the aggregate amount of case may be as Claimant, shall not have been indemnified, shall exceed One Hundred Thousand Dollars ($100,000.00) and then only for such excess, provided, however, that such threshold shall not apply with respect to claims among the parties with respect to amounts owed under Sections 2.4, 6.8 or 11.1, or with respect to the Lawsuit; and (3) with respect to any and all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) claims by Buyer as Claimant, only to the extent of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess balance of the Basket AmountIndemnity Fund (including any amounts being added thereto pursuant to Section 10.7(b)). (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or any claim by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by Buyer as the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event Claimant that any Seller as an Indemnifying Party shall have breached its representations or warranties in Sections 3.1, 3.3, 3.4(b) and 3.5(b), notice of such insurance proceeds are actually received by an Indemnified Party subsequent claim is given to receipt by such Indemnified Party of any indemnification payment hereunder in respect Seller prior to the expiration of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser applicable statute of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderlimitations. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for Notwithstanding anything in Section 9.02 and Section 9.03 shall be subject 2 hereof to the following limitationscontrary: (a) The Indemnifying Party the Guarantor shall not be liable required by this Guaranty to perform any Guarantied Obligation or undertaking if the Indemnified Party for indemnification performance thereof is illegal or impossible under Section 9.02(a)(ii) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount.Law; (b) No Indemnified Party the Guarantor shall not be entitled required to recover from perform any Guarantied Obligation while the Indemnifying Party any Losses pursuant performance of such Guarantied Obligation is being disputed in good faith by the Person required to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”).perform such Guarantied Obligation; (c) The aggregate amount of all Losses for which either (i) Seller, pursuant the Guarantor’s liability hereunder with respect to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, any Guarantied Obligation shall be liable shall, in each case, not exceed the Purchase Priceliability of the Class B Member with respect to such Guarantied Obligation, with reference specifically, but without limitation, to Section 6.2 of the ECCA and Section 11.02 of the LLC Agreement; (d) Notwithstanding the foregoingGuarantor shall have no liability hereunder with respect to any action or inaction of the Managing Member or Partnership Representative or any breach or noncompliance by the Managing Member or Partnership Representative with any of the Guarantied Obligations, if the limitations set forth Class B Member (or any successor Managing Member or Member that is an Affiliate of the Guarantor) was not, at the time of such action, inaction, breach or noncompliance the Managing Member or Partnership Representative, as applicable; (e) other than (i) with respect to the representations and warranties in Sections 9.04(a)–(c) shall not apply to Losses based uponSection 3.27 of the ECCA that are made on the Funding Date, arising out of, any indemnification obligations with respect to or resulting from any breach that relates to a title defect arising after the Execution Date and (ii) with respect to the representations and warranties in Section 3.27 of the ECCA that are made on the Execution Date, any indemnification obligations with respect to or resulting from any breach that relates to a title defect of which the Class B Member or any of its Affiliates (provided, that solely for purposes of this clause (ii), the term “Affiliate” shall not include clause (i) of the first proviso of the definition thereof to the extent that any entity excluded from the definition of Affiliates in such clause (i) directly or indirectly controls the Class B Member, the Project Company or the Company) had knowledge on the Execution Date, the Guarantor’s aggregate liability hereunder shall not exceed $199,742,872.60 plus all Additional Capital Contributions (as defined in the LLC Agreement) made by reason the Class A Members less all amounts which have been paid by or on behalf of Fraudthe Class B Member or the Class B Member (as defined in the LLC Agreement) pursuant to Article 6 of the ECCA or Section 5.04 or Article 11 of the LLC Agreement or by the Indemnitor under the Indemnity Agreement less all Additional Capital Contributions made by the Class B Members (as defined in the LLC Agreement) (the “Aggregate Liability Amount”); provided, that the aggregate liability of the Guarantor shall not exceed the amount calculated pursuant to Section 6(f); and (ef) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of than (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; representations and warranties in Section 3.27 of the ECCA that are made on the Funding Date, any indemnification obligations with respect to or resulting from any breach that relates to a title defect arising after the Execution Date and (ii) with respect to the representations and warranties in Section 3.27 of the ECCA that are made on the Execution Date, any indemnification obligations with respect to or resulting from any breach that relates to a title defect of which the Class B Member or any of its Affiliates (provided, that solely for purposes of this clause (ii), the term “Affiliate” shall not include clause (i) of the first proviso of the definition thereof to the extent that any entity excluded from the definition of Affiliates in such clause (i) directly or indirectly controls the Class B Member, the Project Company or the Company) had knowledge on the Execution Date, the aggregate liability from time to time of the Guarantor hereunder, of the Indemnitor under the Indemnity Agreement, and of the indemnifying parties under Article 6 of the ECCA and under Article 11 of the LLC Agreement shall not exceed (i) if the Flip Point has not occurred, an amount received by the Indemnified Partypayment of which, net if treated as a positive Cash Flow for purposes of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting Section 5.06(b)(iii) of the LLC Agreement as of the Distribution Date immediately following payment of such amount; , would cause the Flip Point to occur on or prior to the date on which the Flip Point is projected to occur in the Base Case Model and (iiiii) if the amount paid by the Indemnifying Party Flip Point has occurred, zero. For purposes of determining Guarantor’s maximum liability pursuant to this Article IXSection 6(f), all payments pursuant to this Guaranty shall be deemed to have been treated as positive Cash Flow for purposes of Section 5.06(b)(iii) of the LLC Agreement. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified if (x) any Third Party to seek recovery from any then-existing insurance policies in respect Action under the ECCA or the LLC Agreement filed against or demanded of any Losses hereunder. Beneficiary prior to the Flip Point shall not have been finally resolved or (fy) No Indemnified Party shall be entitled any Tax contest or dispute applicable to indemnification for a taxable period prior to the Flip Point or during which the Flip Point occurs relates to any punitive, incidental, consequential, special, Company Tax Return applicable to a year prior to the Flip Point or indirect damages, or exemplary Losses exceptduring which the Flip Point occurs and, in each either case, shall cause the Flip Point to fail to be achieved (other than as a result of a change in a Fixed Tax Assumption), the Guarantied Obligations under Article 6 of the ECCA and under Article 11 of the LLC Agreement shall not be subject to the extent such Losses are finally awarded limitations described in connection with a Third-Party Claim against clause (ii) until the Indemnified PartyFlip Point occurs. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 (a) After the Closing, Sellers shall not be subject required to the following limitationsindemnify Buyer Group Indemnitees for: (ai) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification Losses under Section 9.02(a)(ii8.2(a) (except with respect to inaccuracies in or Section 9.03(b), as breaches of any of the case may be, Sellers’ Fundamental Representations) until the aggregate amount of all such Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price $150,000 (the “Basket AmountDeductible”), in which event the Indemnifying Party Sellers shall be jointly and severally responsible only be required to pay or be liable for any such Losses in excess of the Basket Amount.such Deductible; (bx) No Indemnified Party shall be entitled Losses under Section 8.2(a) (except with respect to recover from inaccuracies in or breaches of any of the Indemnifying Party any Losses pursuant to either Section 9.02(a)(iiSellers’ Fundamental Representations) or Section 9.03(b), in each case, for an the aggregate amount in excess of twenty-five (25%) of the Purchase Price $3,000,000 (the “Cap”). (cb) The After the Closing, except with respect to inaccuracies in or breaches of the Buyer Group Fundamental Representations, neither Buyer nor Parent shall be required to indemnify Seller Indemnitees for Losses under Section 8.3(a) (i) until the aggregate amount of all such Losses exceeds the Deductible, in which event Buyer and Parent shall be jointly and severally responsible only for which either (i) Seller, pursuant to Section 9.02(a)Losses in excess of such Deductible, or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, for Losses in each case, not exceed the Purchase Price;aggregate in excess of the Cap. (dc) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason For purposes of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any feesVIII, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Partyan inaccuracy in or breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, net of any fees, costs “Material Adverse Effect” or “Buyer ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect” or similar language and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies Losses in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with breach of a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating warranty, including any deemed breach resulting from the amount application of any Loss with respect theretoclause (i), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any limitation or qualification as to materiality, “Material Adverse Effect Effect” or other “Seller Material Adverse Effect” or similar qualification contained language set forth in or otherwise applicable to such representation or warranty. (d) The rights and remedies of any party in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts or circumstances upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. The representations, warranties and covenants of Sellers, and the Buyer Group Indemnitees’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Buyer Group Indemnitees shall be deemed to have relied upon the representations and warranties of Sellers set forth herein notwithstanding) (i) any investigation made by or on behalf of any of the Buyer Group Indemnitees (including by any of its advisors, consultants or representatives) or by reason of the fact that any of the Buyer Group Indemnitees or any of such advisors, consultants or representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Buyer’s or Parent’s waiver of any condition set forth in Article VI. The representations, warranties and covenants of Buyer and Parent, and the Seller Indemnitees’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Seller Indemnitees shall be deemed to have relied upon the representations and warranties of Buyer and Parent set forth herein notwithstanding) (i) any investigation made by or on behalf of any of the Seller Indemnitees (including by any of a Seller Indemnitee’s advisors, consultants or representatives) or by reason of the fact that any of the Seller Indemnitees or any of such advisors, consultants or representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Sellers’ Representative’s waiver of any condition set forth in Article VI. (e) Except as provided in Article V and Section 10.10, the indemnity provided for in this Article VIII shall be the sole and exclusive monetary remedy (including equitable remedies that involve monetary payment, such as restitution or disgorgement, other than specific performance to enforce a payment or performance obligation hereunder) of Buyer Group Indemnitees or Seller Indemnitees, as the case may be, after the Closing with respect to any and all claims relating to this Agreement and the transactions contemplated hereby (other than claims of, or causes of action arising from, fraud or willful misconduct). Notwithstanding anything to the contrary in this Agreement, none of the limitations on indemnities set forth in this Article VIII shall apply in the event of any fraud or willful misconduct on the part of any of the parties or their Affiliates. (f) For purposes of this Agreement, “Losses” shall exclude (i) punitive and exemplary damages, except to the extent awarded in connection with any Third Party Claim and (ii) consequential damages, including lost income and profits and interruptions of business to the extent constituting consequential damages, except (A) to the extent such damages are the probable and reasonably foreseeable consequence of a breach of the representation or warranty or a breach or failure to perform any covenant or agreement contained in a Transaction Agreement or (B) to the extent such damages are awarded in connection with any Third Party Claims; provided, that in no event will the term “Losses” exclude Losses directly or indirectly resulting from, incurred in connection with or arising out of fraud or willful misconduct.

Certain Limitations. The For purposes of determining whether there is or was an inaccuracy in, or whether there has been a breach of, any representation or warranty herein, all qualifications in the representations and warranties herein as to “material”, “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in or applicable to such representation or warranty, shall be regarded. In addition, notwithstanding anything to the contrary in this Agreement, other than for claims for Fraud or intentional misrepresentation, the indemnification provided for in Section 9.02 and Section 9.03 this Agreement shall be subject to the following limitationslimitations and qualifications: (a) The Indemnifying Party Purchaser Indemnified Parties shall not be liable entitled to any indemnification from the Indemnified Party for indemnification under Seller and Equityholders pursuant to Section 9.02(a)(ii12.02(a) or Section 9.03(b), as the case may be, (other than in connection with breaches of Fundamental Representations) until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to Section 12.02(a) exceeds, in respect of indemnification under Section 9.02(a)(iithe aggregate, the amount equal to One Million Dollars ($1,000,000) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket AmountDeductible”), in after which event the Indemnifying Party Purchaser Indemnified Parties shall only be required entitled to pay or be liable for recover all Losses in excess of the Basket AmountDeductible, subject to a cap equal to the Indemnity Escrow Amount for breaches of any non-Fundamental Representations and the other limitations set forth herein. For the avoidance of doubt, the Purchaser Indemnified Parties shall be entitled to dollar one indemnification from the Seller and Equityholders pursuant to Section 12.02(a) for breaches of Fundamental Representations and for indemnification from the Seller and Equityholders pursuant to Section 12.02(b)-(j), Section 12.03, Section 12.04, Section 12.05 or Section 12.06. (b) No Except in the case of Fraud or intentional misrepresentation, under no circumstances will the Purchaser Indemnified Party shall Parties be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b)Seller and Equityholders, in each casethe aggregate, for an aggregate amount any amounts in excess of twenty-five (25%) of the Closing Purchase Price (the “Cap”in respect of any and all claims for indemnification for breaches of Fundamental Representations asserted under Section 12.02(a). (c) The aggregate amount of Each Purchaser Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate all Losses for which either (i) Seller, pursuant after it becomes aware of any event that could reasonably be expected to Section 9.02(a), or (ii) Buyer, pursuant give rise to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price;any Losses that are subject to indemnification hereunder. (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) An Indemnified Party shall not apply be entitled under this Agreement to Losses based upon, arising out of, with respect to multiple recoveries for the same Loss against all or by reason of Fraud; andany other Parties. (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Purchaser Indemnified Party shall be entitled to indemnification for under this ARTICLE XII with respect to any punitiveLosses to the extent that such Losses have been included as a monetary amount in the final Closing Statement. (f) After any indemnification payment is made to any Indemnified Party pursuant to this ARTICLE XII, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each casethe Indemnifying Party shall, to the extent of such Losses are finally awarded payment, be subrogated to all rights (if any) of the Indemnified Party against any third party in connection with a Third-Party Claim against the Indemnified Party. (g) Each Losses to which such payment relates. Without limiting the generality of the preceding sentence, any Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to receiving an indemnification payment pursuant to this Article IX including incurring costs only to the minimum extent preceding sentence shall execute, upon the written request of the Indemnifying Party, any instrument reasonably necessary to remedy the breach that gives rise to evidence such Losssubrogation rights. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 9.02 and Section 9.03 shall be subject (i) Notwithstanding anything to the following limitations:contrary in this Termination Agreement, an Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party against any Losses or with respect to any Third Party claims arising out of or resulting from an Indemnified Party’s: (i) willful misconduct or grossly negligent acts or omissions; or (ii) failure to materially comply with any of its obligations set forth in this Termination Agreement. (aii) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification aggregate liability of BDSI under Section 9.02(a)(ii13(b)(i)(c) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification inaccuracies in, or breaches of, representations and warranties made by BDSI, and (ii) the aggregate liability of Endo under Section 9.02(a)(ii13(b)(ii)(b) in respect of inaccuracies in, or Section 9.03(bbreaches of, representations and warranties made by Endo, other than such representations and warranties of Endo made in Sections 10(b)(i) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(band 10(b)(vi), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price shall not exceed $*** (the “Cap”). (c) . The aggregate amount liability of all Losses for which either (iEndo under Section 13(b)(ii)(b) Seller, pursuant to Section 9.02(a)in respect of inaccuracies in, or (iibreaches of, the representations and warranties of Endo made in Section 10(b)(i) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d. The aggregate liability of Endo under Section 13(b)(ii)(b) Notwithstanding the foregoingin respect of inaccuracies in, or breaches of, the limitations set forth representations and warranties of Endo made in Sections 9.04(a)–(cSection 10(b)(vi)(B) shall not apply exceed an amount equal to Losses based upon, arising out of, the Asset Purchase Price less the Equipment Book Value. The aggregate liability of Endo under Section 13(b)(ii)(b) with respect to or by reason any breaches of FraudSection 10(b)(vi)(A) shall not exceed any amounts actually recovered from Third Parties in connection therewith; and (e) Losses provided, however, that Endo shall assign the right to seek damages for which any Indemnified such liability from the applicable Third Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiumsBDSI or, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent right is not assigned, use commercially reasonable efforts to receipt by seek and obtain such Indemnified Party of any indemnification payment hereunder in respect of the claims to which damages for such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received liability from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Third Party. (giii) Each Indemnified No Party shall use its commercially reasonable efforts to mitigate be liable under this Section 13 for any Losses for which it is entitled resulting from or relating to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard in this Termination Agreement or the Agreement if the Party seeking indemnification for such Losses had knowledge of such inaccuracy or breach before the Closing, except with respect to any materiality, Material Adverse Effect or other similar qualification contained inaccuracy in or otherwise applicable breach of the representations and warranties made by Endo in Section 10(b)(i). (iv) Notwithstanding anything to such representation the contrary, none of the limitations set forth in the preceding subsections (ii) or warranty(iii) shall apply to any liabilities resulting from a Party’s or any of its Affiliates’ fraud or intentional misrepresentation.

Certain Limitations. The indemnification provided for in Section 9.02 8.02 and Section 9.03 8.03 shall be subject to the following limitations: (a) The Indemnifying Party Seller Parent shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 9.02(a)(ii8.02(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation or warranty in Section 9.03(b)4.01, Section 4.02, Section 4.08, Section 4.09, Section 4.17, Section 4.18, Section 4.20 and Section 4.23 or (ii) any breach of any Seller’s representation or warranty made with the intent to mislead or defraud any Buyer (items (i) and (ii) are collectively referred to herein as the case may be“Buyer Basket Exclusions”), until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii8.02(a) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses other than those based upon, arising out of, with respect to or by reason of Fraud; andthe Buyer Basket Exclusions) exceeds $100,000, in which event Seller Parent shall only be required to pay or be liable for such Losses in excess of such amount. (eb) Losses Buyer Parent shall not be liable to the Seller Indemnitees for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser reason of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty in Section 5.01 and Section 5.02 or (ii) any breach of any Buyer’s representation or warranty made with the intent to mislead or defraud any Seller (items (i) and (ii) are collectively referred to herein as the “Seller Basket Exclusions”) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds $100,000, in which event Buyer Parent shall be determined without regard only required to pay or be liable for such Losses in excess of such amount. (c) With respect to any materialityclaims which the Buyer Indemnitees may be entitled to indemnification under Section 8.02(a), Material Adverse Effect Seller Parent shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted towards the other similar qualification contained limit in this Section 8.04(a)). (d) With respect to any claims as to which the Seller Indemnitees may be entitled to indemnification under Section 8.03(a), Buyer Parent shall not be liable for any individual or otherwise applicable series of related Losses which do not exceed $10,000 (which Losses shall not be counted towards the other limit in this Section 8.04(b)). (e) The aggregate amount of all Losses for which Seller Parent shall be liable pursuant to Section 8.02(a) (other than the Buyer Basket Exclusions) shall not exceed Three Million Four Hundred Thousand Dollars ($3,400,000). (f) The aggregate amount of all Losses for which Buyer Parent shall be liable pursuant to Section 8.03(a) (other than the Seller Basket Exclusions) shall not exceed Three Million Four Hundred Thousand Dollars ($3,400,000). (g) The amount of any and all Losses under this Article VIII will be determined net of any amounts recovered by an Indemnified Party or its Affiliates under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or contract pursuant to which or under which such representation Indemnified Party or warrantyAffiliate is a party or has rights.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party Members shall not be liable to the Indemnified Party Parent Indemnitees for indemnification under Section 9.02(a)(ii9.02(a) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b9.02(a) exceeds one-percent (1%) of the Purchase Price $290,000 (the “Basket AmountBasket”), in at which event point the Indemnifying Party Members shall only be required to pay or be liable for all such Losses in excess of the Basket Amount. (b) No Indemnified Party Basket. The aggregate amount of all Losses for which the Members shall be entitled to recover from the Indemnifying Party any Losses liable pursuant to either Section 9.02(a)(ii9.02(a) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) shall not exceed 8% of the Purchase Price Merger Consideration (the “Cap”). (cb) Parent and Merger Sub shall not be liable to the Member Indemnitees for indemnification under Section 9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.03(a) exceeds the Basket, in which event Parent and Merger Sub shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which either (i) Seller, Parent and Merger Sub shall be liable pursuant to Section 9.02(a), or (ii9.03(a) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price;Cap. (dc) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(cSection 9.04(a) and Section 9.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net any inaccuracy in or breach of any feesFundamental Representation, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) any claim for or based on any intentional or willful misrepresentations or fraud or willful misconduct on the amount received by part of the Indemnified PartyCompany, net of any feesthe Members, costs Parent, Merger Sub, and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; their respective Affiliates and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderRepresentatives. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (hd) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto)Article IX, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warrantywarranty and will not have any effect with respect to the calculation of the amount of any Losses attributable to such inaccuracy in or breach of any representation or warranty set forth in this Agreement. (e) Notwithstanding anything contained in this Agreement to the contrary, if the Members (or any one of them) become liable to indemnify Parent for any Losses that result from a Member’s breach of such Member’s representations in Section 4.02(a) or 4.03, or from the intentional or willful misrepresentations or fraud or willful misconduct of a Member, then only such Member shall have liability to Parent for such Losses.

Certain Limitations. The indemnification provided for in Section 9.02 8.02 and Section 9.03 8.03 shall be subject to the following limitations: (a) The Indemnifying Party Seller shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 9.02(a)(ii8.02(a) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses for any individual Loss in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price 8.02 that does not exceed $10,000 (the “Basket AmountBasket”) or for aggregate Losses, in respect of indemnification under Section 8.02(a) that do not exceed $100,000 (the “Deductible”), in which event the Indemnifying Party but shall only be required to pay or be liable for all Losses (including any individual Losses, whether or not such Losses exceed the Basket) in excess of the Basket Amount. (b) No Indemnified Party shall be entitled Deductible, subject to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) Cap or Section 9.03(b), as otherwise provided in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) this Article VIII. The aggregate amount of all Losses for which either (i) Seller, Seller shall be liable pursuant to Section 9.02(a8.02(a) and Section 8.02(c) shall not exceed twenty-five percent (25%) of the value of the Purchase Shares (valued at the Closing Price) and the Earnout Payment (valued at the VWAP of the Common Stock, for the ten (10) trading days immediately preceding the date of final determination of the Earnout Calculation Statement), issued hereunder, in the aggregate (the “Cap”). Notwithstanding any provision contained herein to the contrary, any Losses resulting from any breach or inaccuracy of any representation or warranty made by Seller hereunder shall be determined without giving effect to any limitations or qualifications regarding materiality, the use of the word “material”, “material respects”, “Material Adverse Effect”, or any similar term, qualification or limitation based on materiality contained herein. (iib) BuyerBuyer shall not be liable to the Seller Indemnitees for any individual Losses that do not exceed the Basket or for aggregate Losses that do not exceed the Deductible, pursuant to Section 9.03, but shall be liable shallfor all Losses (including any individual Losses, in each case, whether or not such Losses exceed the Purchase Price;Basket) in excess of the Deductible, up to the value of the Cap. (dc) Notwithstanding the foregoing, (i) the limitations set forth in Sections 9.04(a)–(cSection 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 Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party inaccuracy in respect or breach of any Losses incurred by such Indemnified Party (net of any feesrepresentation or warranty in Section 3.01, costs Section 3.02, Section 3.03, Section 3.20, Section 3.24, Section 4.01, Section 4.02, and expenses of collection or increased premiumsSection 4.04, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received limitations set forth in the first sentence of Section 8.04(a) shall not apply to Losses based upon, arising out of, with respect to or by the Indemnified Party, net reason of any feesmatter set forth in Section 8.02(c) of the Disclosure Schedules, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid limitations set forth in Section 8.04(a) shall not apply to Losses based upon, arising out of, with respect to or by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect reason of any Losses hereunderSection 8.02(d). (fd) No Indemnified Party Notwithstanding any provision of this Agreement to the contrary, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall be entitled not apply to indemnification for any punitiveLosses based upon or arising out of intentional breach, incidentalintentional misrepresentation, consequential, specialcriminal misconduct, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified fraud by any Indemnifying Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (he) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto)Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, 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 Section 7.5 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Section 7.5 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 9.02 and Section 9.03 Sections 7.1(b) or 7.3, shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 9.02(a)(iiSections 7.2(a) or Section 9.03(b7.3(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(iiSections 7.2(a) or Section 9.03(b7.3(a) exceeds one-percent (1%) of the Purchase Price $[**] (the “Basket AmountDeductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of starting from the Basket Amountfirst dollar. (b) No Indemnified Party shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, an Indemnifying Party shall be liable pursuant to Section 9.02(a7.2(a) or Section 7.3(a), or (iias the case may be, shall not exceed $[**]; provided, that, such limitation shall not apply in the case of a breach of Section 3.11(a) Buyerthat arises out of the failure to disclose on Section 3.11(a) of the Disclosure Schedules any P&F Contract that became deemed transferred to the Buyer after the Closing Date on August 9, 2023 pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) 5.2. Notwithstanding the foregoing, (i) the limitations set forth in Sections 9.04(a)–(c) this Section 7.5 shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and Fraud or by reason of any inaccuracy in or breach of any Fundamental Representations and (eii) the aggregate amount of all Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX Sellers shall be reduced liable to Buyer pursuant to Section 7.2 shall not exceed an amount equal to the Purchase Price, unless such Losses are based upon, arise out of or by reason of Fraud. (c) Payments by an Indemnifying Party pursuant to Sections 7.2 or 7.3, 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 such the Indemnified Party in respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable)claim. In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunder. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each The Indemnified Party shall use its commercially reasonable efforts to mitigate recover under insurance policies for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Sections 7.2 or 7.3, 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. For the purposes of this Section 7.5(d), a Tax benefit will be considered realized only to the extent that the amount of Taxes that would have been payable in cash by the Indemnified Party in the absence of the deductions of the Losses exceeds the amount of Taxes actually paid in cash by the Indemnified Party consistent with applicable Laws regarding the deductibility of such amount and after taking into account all other items of income, gain, credit, deduction and loss. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, consequential, special or indirect damages, except to the extent such damages are actually awarded and paid to (i) a third Person in connection with a Third-Party Claim or (ii) a Governmental Authority. (f) For the sole purpose of determining the amount of any Losses (and not for determining whether or not any breaches of representations or warranties have occurred) for which it any Indemnifying Party is entitled to indemnification responsible pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in7, or breach of, any each representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy set forth in or breach of any representation or warranty this Agreement shall be determined without regard to any qualification as to materiality, including “Material Adverse Effect Effect” or other similar materiality qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 9.02 9.1 and Section 9.03 9.2 shall be subject to the following limitations: (a) The Indemnifying Party Selling Members shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 9.02(a)(ii9.1(a) or Section 9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b9.1(a) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”)$100,000, in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Basket Amount. (b) No Indemnified Party Buyer Indemnitees shall be entitled to recover indemnification under Section 9.1(a) from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) first dollar. The aggregate amount of all Losses for which either (i) Seller, the Selling Members shall be liable pursuant to Section 9.02(a), or (ii9.1(a) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price;$2,500,000. (db) Notwithstanding the foregoing, however, the limitations set forth in Sections 9.04(a)–(cSection 9.4(a) shall not apply to Losses based upon, arising out of, or with respect to or by reason of Fraud; andany inaccuracy or breach of any Selling Member Carved-Out Liabilities. (ec) Losses for which any Indemnified Party would otherwise be entitled to indemnification under Nothing in this Article IX (including the provisions of this Section 9.4) or otherwise shall be reduced by the amount of insurance proceeds actually received by such Indemnified Party limit, in respect of any Losses incurred by such Indemnified Party (net of manner, any feesremedy at Law or in equity, costs and expenses of collection or increased premiums, if applicable). In the event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceedsany party may be entitled as a result of fraud by any Indemnitor or its employees, indemnity payments officers, managers or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the Indemnifying Party in an amount not to exceed the lesser of (i) the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in collecting such amount; and (iii) the amount paid by the Indemnifying Party pursuant to this Article IX. Notwithstanding the foregoing, nothing contained herein shall obligate an Indemnified Party to seek recovery from any then-existing insurance policies in respect of any Losses hereunderdirectors. (f) No Indemnified Party shall be entitled to indemnification for any punitive, incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (hd) For purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto)Article IX, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Notwithstanding anything to the contrary herein, with respect to (i) a breach or non-fulfillment of any representation, warranty, covenant, agreement or obligation by a Selling Member with respect to the provisions of Article IV or Article VIII, or (ii) any fraud committed by a Selling Member, each Selling Member shall be severally and not jointly liable. (f) All Losses recoverable by any Buyer Indemnitee will be calculated net of any proceeds such Buyer Indemnitee actually recovers under any available insurance with respect to such Losses, in each case net of all costs of recovery (including any increased costs of insurance, retroactive or prospective premium adjustments, chargebacks related to such insurance claim and any loss or reduction in coverage as a result of such insurance claim). Buyer agrees to use commercially reasonable efforts to recover such amounts under available insurance, provided that nothing in this Agreement shall (i) require any Buyer Indemnitee to continue or maintain in effect any insurance policy or (ii) prevent or delay any Buyer Indemnitee from obtaining any indemnification hereunder prior to recovery of any insurance proceeds or any other payment in respect of such Losses. Each Buyer Indemnitee shall use its commercially reasonable efforts to mitigate any Losses for which it seeks to be indemnified pursuant to this Article IX upon and after becoming aware of any event or circumstance that would reasonably be expected to give rise to any Losses.