Common use of Certain Limitations Clause in Contracts

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.01(a) or Section 6.03(a8.02(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a8.01(a) or Section 6.03(a) 8.02(a), as the case may be, exceeds $35,000 100,000 (the “DeductibleBasket”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled for Losses relating back to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)first dollar. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable as an Indemnifying Party pursuant to Section 6.02(a)or 8.01(a) or Section 6.03(a8.02(a), as the case may be, shall not exceed 7% $750,000 (the “Cap”). Notwithstanding the foregoing, neither the Basket nor the Cap shall apply to any Losses as a result of the Purchase Priceintentional misconduct or fraud of the any Party or a breach of a Fundamental Representation (as defined below). (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except as a result of the Indemnifying Party’s intentional misconduct or fraud. (d) Seller shall not be liable under this Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing. (e) Payments by an Indemnifying Party pursuant to Section 8.01 or Section 8.02, as the case may be, in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 9.02 and Section 6.03(a) 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 6.02(a9.02(a)(ii) or Section 6.03(a9.03(b), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a9.02(a)(ii) or Section 6.03(a9.03(b) exceeds $35,000 one-percent (1%) of the Purchase Price (the “DeductibleBasket Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Basket Amount. (b) No Indemnified Party may shall be entitled to indemnification under recover from the Indemnifying Party any Losses pursuant to either Section 6.02(a9.02(a)(ii) or Section 6.03(a9.03(b), as in each case, for an aggregate amount in excess of twenty-five (25%) of the case may be, Purchase Price (the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible“Cap”). (bc) The aggregate amount of all Losses for which an Indemnifying Party either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable pursuant to Section 6.02(a)or Section 6.03(a)shall, as the case may bein each case, shall not exceed 7% of the Purchase Price.; (cd) Payments 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 an Indemnifying reason of Fraud; and (e) Losses for which any Indemnified Party pursuant would otherwise be entitled to Section 6.02(a) or Section 6.03(a) in respect of any Loss indemnification under this Article IX shall be limited to reduced by the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the such Indemnified Party in respect of any Losses incurred by such claimIndemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). The 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 recover under insurance policies or indemnity, contribution or other similar agreements for mitigate any Losses prior for which it is entitled to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (gh) Seller shall not be liable under For purposes of this ARTICLE VI IX (including for purposes of determining the existence of any Losses based upon inaccuracy in, or arising out breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any of the representations representation or warranties of Seller warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in this Agreement if Buyer had knowledge of or otherwise applicable to such inaccuracy representation or breach prior to the Closingwarranty.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.2 and Section 6.03(a) 8.3 shall be subject to the following limitations: (a) The Indemnifying Party Subject to Section 8.5(c), the Company shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 6.02(a8.2(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a8.2(a) exceeds $35,000 50,000 (the “DeductibleBasket”), in which event the Indemnifying Party Company shall only be required to pay or be liable for all such Losses in excess of the DeductibleBasket. With respect Subject to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a8.5(c), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party the Company shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 8.2(a) shall not exceed 7% fifteen percent (15%) of the Purchase Priceaggregate amount of the consideration paid pursuant to Section 2.2 (the “Cap”). (b) Subject to Section 8.5(c), Buyer shall not be liable to the Company Indemnitees for indemnification under Section 8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Basket. Subject to Section 8.5(c), the aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.3(a) shall not exceed the Cap. (c) Payments by an Indemnifying Party pursuant to Notwithstanding the foregoing, the limitations set forth in Section 6.02(a8.5(a) or and Section 6.03(a8.5(b) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any apply to Losses based upon or upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any of Fundamental Representation or (ii) intentional breach, intentional misrepresentation, criminal misconduct, or fraud by any Indemnifying Party. (d) In determining the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such existence of, and any Losses arising from, any inaccuracy or breach prior to of a representation or warranty herein, the Closingterms “material” or “materially,” any clause or phrase containing “material,” “materially,” “material respects,” “Material Adverse Effect” or any similar terms, clauses or phrases in any such representation or warranty shall be disregarded (as if such word or clause, as applicable, were deleted from such representation, warranty or covenant).

Certain Limitations. The party making a claim under this ARTICLE VI Article VIII is referred to as (the “Indemnified Party,” ”), and the party against whom such claims are asserted under this ARTICLE VI Article VIII is referred to as (the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise). The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a) exceeds $35,000 the Threshold Amount (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 the Minimum Claim Amount (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 8.02(a) or Section 6.03(a8.03(a), as the case may be, shall not exceed 7% fifteen percent (15%) of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a) The Indemnifying Party Notwithstanding anything contained herein to the contrary, Seller shall not be liable obligated to indemnify Purchaser Indemnified Parties for aggregate Purchaser Losses (i) under this Agreement pursuant to Section 8.1(a)(i) in excess of $5,500,000 (the “Cap”) or (ii) under this Agreement (other than pursuant to Sections 5.8 or 8.1(a)(iii)) in excess of an amount equal to the Purchase Price. Notwithstanding anything contained herein to the contrary, Purchaser shall not be obligated to indemnify Seller Indemnified Parties for aggregate Seller Losses (i) under this Agreement pursuant to Section 8.1(b)(i) in excess of the Cap; provided, however, that the limitations set forth in clause (i) shall not apply to any breaches of any Fundamental Representation or (ii) under this Agreement (other than pursuant to Sections 5.8 or 8.1(b)(iii)) in excess of an amount equal to the Purchase Price. (b) Notwithstanding anything contained herein to the contrary, Seller shall not be obligated to indemnify Purchaser Indemnified Parties under this Agreement pursuant to Section 8.1(a)(i), unless and until the aggregate Purchaser Losses subject to such indemnification collectively exceed $550,000 (the “Deductible”), whereupon such indemnification shall be made by Seller only with respect to the amount of such Purchaser Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to any breaches of any Fundamental Representation. Notwithstanding anything contained herein to the contrary, Purchaser shall not be obligated to indemnify Seller Indemnified Parties under this Agreement pursuant to Section 8.1(b)(i), unless and until the aggregate Seller Losses subject to such indemnification collectively exceed the Deductible, whereupon such indemnification shall be made by Purchaser only with respect to the amount of such Seller Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to any breaches of any Fundamental Representations. (c) The representations and warranties of Seller and Purchaser contained in Article III and Article IV, respectively, of this Agreement shall survive the Closing and terminate on the date that is 12 months following the Closing Date; provided that the Fundamental Representations shall survive until the expiration of the applicable statute of limitations. (d) The obligations to indemnify and hold harmless a Party pursuant to Sections 8.1(a)(i) or 8.1(b)(i) shall terminate when the applicable representation or warranty terminates pursuant to Section 8.2(c); provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any claims as to which the Seller Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a)Purchaser Indemnified Party, as the case may be, until to be indemnified (each, an “Indemnified Party”) shall have, before the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess expiration of the Deductible. With respect to any applicable survival period, previously made a claim as to which by delivering a written notice (stating in reasonable detail the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a)basis of such claim, as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss extent known by the Indemnified Party) to the indemnifying Party hereunder (the “Indemnifying Party”). (e) In no event shall any Indemnifying Party be liable Each Person entitled to any Indemnified Party for any punitiveindemnification hereunder shall, 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 Agreementextent as would be required under applicable Law, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, take all reasonable steps to mitigate any Loss upon all Losses after becoming aware of any event or circumstance that would could reasonably be reasonably expected to, or does, to give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon which are indemnifiable or arising out of any inaccuracy recoverable hereunder or in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closingconnection herewith.

Certain Limitations. The party making a claim under this ARTICLE VI Section 7 is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI Section 7 is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.2 and Section 6.03(a) shall be 7.3 are subject to the following limitations: (a) The Indemnifying Party Sellers shall not be liable to the Indemnified Party Purchaser Indemnitees for indemnification under Section 6.02(a7.2(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a7.2(a) exceeds $35,000 200,000 (the “DeductibleBasket”), in which event the Indemnifying Party Sellers shall only be required to pay or be liable for all Losses; provided, however, that no individual basis of a claim for Losses of less than $5,000 shall be included in, or otherwise aggregated in excess the calculation of Losses for the purposes of the DeductibleBasket; provided further, that for the avoidance of doubt, multiple claims that share a similar or common basis shall be not be subject to the foregoing exclusion. With respect Notwithstanding any provision of this Agreement to any claim as to which the Indemnified Party may be entitled to indemnification under contrary, none of the limitations set forth in this Section 6.02(a) or Section 6.03(a7.4(a), as including but not limited to the case may beBasket, the Indemnifying Party shall not be liable for any individual apply to breaches of Fundamental Representations, Fraud or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)intentional misrepresentation. (b) Purchaser shall not be liable to Seller Indemnitees for indemnification under Section 7.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.3(a) exceeds the Basket; provided that, the Basket shall not apply to breaches of Fundamental Representations, Fraud or intentional misrepresentation. (c) The aggregate amount of all Losses for which any Indemnifying Party shall be liable pursuant to Section 7.2(a) or Section 7.3(a) shall not exceed in the aggregate, an amount equal to twelve percent (12%) of the Purchase Price plus any Earn-out Payment(s) (the “Cap”); provided that the Cap shall not apply to breaches of Fundamental Representations, Fraud or intentional misrepresentation. The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.2(b), Section 6.03(a7.2(c), Section 7.2(d) or Section 7.3(b) shall be limited to the aggregate amount of the Purchase Price plus any Earn-out Payment(s) received by the Sellers; provided, however, such limitation shall not apply to any instances of Fraud, intentional misrepresentation, or willful misconduct. (d) The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its representatives) or by reason of the fact that the Indemnified Party or any of its representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in this Agreement, as the case may be, shall not exceed 7% of the Purchase Price. (ce) No Indemnified Party may claim or be indemnified for any Losses under this Section 7 to the extent such Losses are included in the calculation of any adjustment to the Purchase Price under Section 1.3. (f) Each Indemnified Party shall take reasonable steps to mitigate any Losses after acquiring actual knowledge of any breach that gives rise to such Losses. (g) Payments by an Indemnifying Party pursuant to Section 6.02(a) 7.2 or Section 6.03(a) 7.3 in respect of any Loss Losses shall be limited to the amount net of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, or third party indemnity or contribution or other similar payment received or reasonably expected to be payments actually received by the Indemnified Party in respect of such Losses less any deductibles, costs and expenses incurred in connection with making any claim or pursuing or obtaining such claim. The insurance proceeds or third party indemnity or contribution payments, and related increases in insurance premiums or other chargebacks; notwithstanding anything to the contrary herein, no Indemnified Party shall use its commercially reasonable efforts has any obligation to seek to recover under any insurance policies proceeds or indemnity, third party indemnity or contribution payments or other similar agreements for to pursue or obtain any Losses prior to seeking indemnification under this Agreementinsurance claims or third party indemnity or contribution payments. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party Buyer Indemnified Party or Seller Indemnified Party making a claim under this ARTICLE VI Article VII is referred to as the “Indemnified Party,” and the party Party against whom such claims are asserted under this ARTICLE VI Article VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.2 and Section 6.03(a) 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 6.02(a7.2(a) or Section 6.03(a7.3(a), as the case may be, (i) until the aggregate amount of all Losses in respect of for which indemnification is sought under Section 6.02(a7.2(a) or Section 6.03(a7.3(a) exceeds $35,000 an amount equal to two percent (2%) of the Closing Payment (the “Deductible”), in at which event time the Indemnifying Party shall only be required to pay liable for indemnification under Section 7.2(a) or be liable Section 7.3(a) for Losses in excess of the Deductible. With respect Notwithstanding the foregoing, the Deductible shall not apply to any claim as to which the Indemnified Party may be entitled to for indemnification under Section 6.02(a7.2(a) or Section 6.03(a)7.3(a) with respect to fraud, intentional misrepresentation or willful misconduct, and to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as the case may be, the Indemnifying Party shall not be liable for applicable or breach of any individual covenants or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)agreements. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.2(a) or Section 6.03(a), 7.3(a) as the case may be, shall not exceed 7% an amount equal to fifty percent (50%) of the Closing Payment; provided, however, that (x) the aggregate amount for all Losses for which any Indemnifying Party shall be liable pursuant to Section 7.2(a) or Section 7.3(a) as the case may be, with respect to any inaccuracy in or breach of any representation or warranty contained in the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable, shall not exceed any amount equal to one hundred percent (100%) of the Purchase Price, and (y) such limitation shall not apply to any claim (i) hereunder with respect to fraud, intentional misrepresentation or willful misconduct or (ii) for breach of any covenants or agreements. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 7.2 or Section 6.03(a) 7.3 in respect of any Loss Losses shall be limited to the net amount of any liability or damage Losses that remains after deducting therefrom any insurance proceeds and (net of any costs of collection, deductible, retroactive premium adjustment, reasonably foreseeable premium increases, reimbursement obligation or other out-of-pocket costs directly related to the insurance claim in respect of Losses) and/or any indemnity, contribution or other similar payment received (net of any costs or reasonably expected to be expenses) actually received by the Indemnified Party or any of its Affiliates from any Person other than the Indemnifying Party with respect to the matter in respect of any such claimwhich the indemnification claim under Section 7.2 or Section 7.3 was made. The Each Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for mitigate any Losses prior to seeking indemnification that any Indemnified Party asserts under this AgreementArticle VII. (d) Payments by an Indemnifying Party pursuant Anything to Section 6.02(athe contrary in this Agreement notwithstanding, (i) neither Seller shall have any right to seek contribution from any Acquired Company with respect to all or Section 6.03(a) in respect any part of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by Seller’s indemnification obligations under this Article VII, and (ii) for the Indemnified Partyexclusive purpose of determining the amount of the Losses resulting from a breach or inaccuracy of a representation, warranty, or covenant of either Buyer or either Seller, any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation, warranty or covenant giving rise to the claim of indemnity hereunder shall in each case be disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty). (e) In no event shall any Indemnifying The representations, warranties, covenants and agreements made herein, together with the indemnification provisions herein, are intended among other things to allocate the economic cost and the risks inherent in the transactions contemplated hereby between the Parties and, accordingly, a Party be liable to any Indemnified Party for any punitiveshall, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating subject to the breach or alleged breach terms and conditions of this Agreement, be entitled to the indemnification or diminution other remedies provided in this Agreement by reason of value any breach of any such representation, warranty, covenant or agreement by another Party notwithstanding whether any damages based on any type employee, representative or agent of multiplethe Party seeking to enforce a remedy knew or had reason to know of such breach, provided that “representation” and “warranty” in this clause (e) shall mean, for avoidance of doubt, representations and warranties as modified by the Disclosure Schedule. (f) Each Payments due to Buyer Indemnified Party shall takeParties under this Article VII may be accomplished in whole or in part, and cause at the option of the Buyer Indemnified Parties, by the Buyer Indemnified Parties setting off a corresponding amount owed to either Seller or its Affiliates by either Buyer or its Affiliates (including the Acquired Companies) under this Agreement, provided that written notice of such intent to take, all reasonable steps set off is delivered to mitigate any Loss upon becoming aware Seller reasonably in advance 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 exercise of such Lossset off. (g) Seller Except for any Third-Party claims under Section 7.5(a) and any damages or lost profits that are reasonably foreseeable, no Party to this Agreement shall not be liable under this ARTICLE VI to the other Party for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, loss of opportunity, increased financing costs, or Losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability or otherwise, and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in matter relating to this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closingtransactions contemplated hereby.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of Seller and the Other Sellers to all Purchaser Indemnified Party Parties taken together for indemnification all Purchaser Losses under Section 6.02(a9.1(a)(i) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the by Purchaser Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party Parties shall be liable pursuant limited to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7a maximum of 10% of the Purchase Price. (c) Payments by an Indemnifying Party , as adjusted pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. . Notwithstanding the foregoing, with respect to (di) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of the representations and warranties set forth in Sections 4.1 (Corporate Existence); 4.2 (Corporate Authority), and 4.4(a) (Properties and Assets) and (ii) fraud or intentional or criminal misconduct or gross negligence by Seller or any Other Seller, in each case, such indemnification limit will not apply, but such indemnification shall be limited to 100% of the Purchase Price, as adjusted pursuant to this Agreement. (b) Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of Purchaser to all Seller Indemnified Parties taken together for all Seller Losses under Section 9.1(b)(i) by Seller Indemnified Parties shall be limited to a maximum of 10% of the Purchase Price, as adjusted pursuant to this Agreement. Notwithstanding the foregoing, with respect to (i) the breach or diminution alleged breach of value the representations and warranties set forth in Sections 5.1 (Corporate Existence) and 5.2 (Corporate Authority) and (ii) fraud or intentional or criminal misconduct or gross negligence by Purchaser, in each case, such indemnification limit will not apply, but such indemnification shall be limited to 100% of the Purchase Price, as adjusted pursuant to this Agreement. (c) Notwithstanding anything contained herein to the contrary, Seller and the Other Sellers shall not be obligated to make any indemnification payment under Section 9.1(a)(i) unless and until the aggregate Purchaser Losses sustained by the Purchaser Indemnified Parties collectively exceed 0.5% of the Purchase Price as adjusted pursuant to this Agreement (the “Threshold”) and then any indemnification with respect to such Purchaser Losses shall be made by Seller and the Other Sellers only to the extent of such excess over such Threshold. Notwithstanding the foregoing, with respect to (i) the breach or alleged breach of the representations and warranties set forth in Sections 4.1 (Corporate Existence); 4.2 (Corporate Authority) and 4.4(a) (Properties and Assets) and (ii) fraud or willful or criminal misconduct or gross negligence by Seller or any damages based on Other Seller, such Threshold will not apply. (d) Notwithstanding anything contained herein to the contrary, Purchaser shall not be obligated to make any type indemnification payment under Section 9.1(b)(i) unless and until the aggregate Seller Losses sustained by Seller Indemnified Parties collectively exceed the Threshold, and then any indemnification with respect to such Seller Losses shall be made by Purchaser only to the extent of multiplesuch excess over such Threshold. Notwithstanding the foregoing, with respect to (i) the breach or alleged breach of the representations and warranties set forth in Sections 5.1 (Corporate Existence) and 5.2 (Corporate Authority) and (ii) fraud or willful or criminal misconduct or gross negligence by Seller or any Other Seller, such Threshold will not apply. (e) Notwithstanding anything contained herein to the contrary, for purposes of Section 9.1(a)(i), Seller shall not be obligated to make any indemnification payment with respect to any individual claim for Purchaser Losses thereunder, when taken together with all other related claims for Purchaser Losses as a result of such breach, is less than $75,000 (the “Minimum Claim Amount”). (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only Notwithstanding anything contained herein to the minimum extent necessary contrary, for purposes of Section 9.1(b)(i), Purchaser shall not be obligated to remedy make any indemnification payment with respect to any individual claim for Seller Losses thereunder, when taken together with all other related claims for Seller Losses as a result of such breach, is less than the breach that gives rise to such LossMinimum Claim Amount. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the The representations or and warranties of Seller and Purchaser contained in Article IV and Article V, respectively, of this Agreement shall survive the Closing until the 18 month anniversary of the Closing Date; provided, however, the representations and warranties contained in Sections 4.1 (Corporate Existence); 4.2 (Corporate Authority), 4.4(a) (Properties and Assets), 5.1 (Corporate Existence) and 5.2 (Corporate Authority) will survive indefinitely. The covenants and agreements contained in this Agreement shall survive the Closing until the date or dates specified therein or, if Buyer had knowledge not so specified, indefinitely. (h) The obligations to indemnify and hold harmless a party hereto pursuant to Sections 9.1(a)(i) or 9.1(b)(i) shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 9.2(g); provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person to be indemnified shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such inaccuracy or breach prior claim) to the Closingindemnifying Person and such claim may be pursued and shall survive the expiration of the survival period until finally resolved. (i) Notwithstanding anything herein to the contrary, a Purchaser Indemnified Party’s right to indemnification hereunder will not be affected by any investigation, notice or knowledge acquired by Purchaser, its counsel or its other representatives at any time, whether before or after the date of this Agreement, with respect to the accuracy or inaccuracy of or compliance or noncompliance with any representation, warranty, covenant or other obligation of Seller.

Certain Limitations. The party making a claim under this ARTICLE VI Article VIII is referred to as the “"Indemnified Party,” ", and the party against whom such claims are asserted under this ARTICLE VI Article VIII is referred to as the “"Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise". The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a) 8.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a) exceeds $35,000 10,000 (the “"Deductible”"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 8.02(a) or Section 6.03(a8.03(a), as the case may be, shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to while seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect punitive damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate In determining any Loss upon becoming aware of any event indemnification obligation or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to Losses resulting from the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of representation or warranty, all references to "materiality" or "Material Adverse Effect" in the representations subject representation or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closingwarranty shall be ignored.

Certain Limitations. The party making a claim under this ARTICLE VI Article VIII is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI Article VIII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a8.02 (other than with respect to the Fundamental Representations) and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.02(a) (other than with respect to the Fundamental Representations, the representations and warranties in Section 4.18 (Taxes) and the Transition Services Agreement), Section 8.02(e) or Section 6.03(a8.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) 8.02 or Section 6.03(a) 8.03 exceeds an amount equal to $35,000 575,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses indemnifiable under Section 8.02(a) (other than with respect to the Fundamental Representations), Section 8.02(e) or Section 8.03(a) in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 8.02(a), Section 6.03(a8.02(e) or Section 8.03(a) (other than with respect to the Fundamental Representations and the representations and warranties in Section 4.18 (Taxes)), as the case may be, shall not exceed 7% an amount equal to $10,000,000, and the aggregate amount of all Losses for which an Indemnifying Party shall be liable under this Agreement shall not exceed the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be limited to reduced by the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be from an unaffiliated third party actually received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses Losses; provided, that an Indemnified Party shall not be required to pursue such recoveries prior to seeking indemnification under obtaining recovery pursuant to this Agreement. If such recoveries are received by an Indemnified Party (or any of its Affiliates) with respect to any Loss after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party (or such Affiliate) shall promptly reimburse the Indemnifying Party for the excess amount of the payment made to the Indemnified Party in respect of such Loss from the proceeds of such recoveries, net of the expenses incurred by the Indemnified Party in connection with seeking and obtaining such recoveries; provided, further, that the limitation in this subsection (c) shall not apply with respect to any claim or right against any current employee, customer, or supplier of the Business, Buyer or any of the Acquired Subsidiaries, to the extent such limitation is reasonably likely to result in material damage or loss to the Business, Buyer or any of the Acquired Subsidiaries. (d) Payments The amount of any indemnification payment made by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss this Article VIII shall be reduced by an the amount equal to of any Tax benefit actual net reduction in cash payments for federal or state income Taxes realized or reasonably expected to be realized by the Indemnified Party as a result of the Losses giving rise to such Loss by indemnification payment. For purposes of the preceding sentence, the Indemnified Party shall be deemed to have realized an actual reduction in cash payments for federal or state income Taxes with respect to a taxable year if, and to the extent that, the Indemnified Party’s cumulative liability for federal or state income Taxes from the Closing Date through the end of such taxable year, calculated by excluding any Tax items attributable to the Losses from all taxable years, exceeds the Indemnified Party’s actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the amount of Losses (including the Tax effect of any indemnification payments, calculated based on the maximum current capital gains Tax rate) for all taxable years (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed for any taxable year). (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special exemplary or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any punitive damages based on any type of multipleunless such damages are payable in connection with a Third Party Claim. (f) Each Indemnified Party shall take, and cause its controlled Affiliates to take, all commercially reasonable steps to mitigate any Loss indemnifiable hereunder upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) For purposes of calculating the amount of Losses hereunder, any materiality qualifications contained in the representations, warranties, covenants and agreements shall be disregarded. (h) The amount of any Losses for which indemnification is provided under this Article VIII shall be calculated net of any accruals, reserves or provisions reflected in the Closing Statement. (i) Seller shall not be liable under this ARTICLE VI have no right of contribution or other recourse against the Acquired Subsidiaries or their respective directors, managers, officers, Continuing Employees, Affiliates, agents, attorneys, stockholders, members, representatives, assigns or successors for any Losses based upon or arising out of any inaccuracy in or breach of any of Third Party Claims asserted by Buyer Indemnitees, it being acknowledged and agreed that the representations or warranties of Seller contained covenants and agreements in this Agreement if Buyer had knowledge of such inaccuracy or breach prior by Seller with respect to the ClosingAcquired Subsidiaries, are solely for the benefit of the Buyer Indemnitees.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 6.02 and Section 6.03(a) 6.03 shall be subject to the following limitations:: CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 [***] (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party a Seller shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 6.02(a) shall not exceed 7% [***] of the Purchase PricePrice (the “Cap”). (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special special, or indirect damages, including or for any damages based on loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, [***]. (fd) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss[***]. (ge) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had [***] knowledge of such inaccuracy or breach prior to the Closing. For purposes of calculating the Deductible or the Cap with respect to any Losses, the Deductible or Cap, as applicable, will be calculated as of the date on which such Loss is payable by the Indemnifying Party to the Indemnified Party and the Purchase Price for purposes of such calculation will be equal to the aggregate of the Initial Purchase Price and the Milestone Payment paid or payable by Buyer to Seller during the period from the Closing Date until (and including) the date on which such Loss is payable; [***].

Certain Limitations. The party making a claim under this ARTICLE VI Article VIII is referred to as the “"Indemnified Party,” ", and the party against whom such claims are asserted under this ARTICLE VI Article VIII is referred to as the “"Indemnifying Party.” “Affiliate” ". Except in the case of a person or entity means any other person or entity that directly or indirectlyfraud, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a) exceeds $35,000 50,000 (the “"Deductible”"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductibleany and all Losses. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 25,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 8.02(a) or Section 6.03(a), 8.03(a) as the case may be, shall not exceed 7% of the Purchase Price$1,500,000. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing. (h) If Buyer is an Indemnified Party all claims for indemnification by the Buyer for indemnification pursuant to Section 8.02 may be satisfied, at Buyer’s option, through offset against the Installment Payment Note or through the Deferred Payment Note.

Certain Limitations. The party making a claim under Anything in this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject Article 7 to the following limitationscontrary notwithstanding: (ai) The Indemnifying Party except in the case of Fraud on the part of any Seller or the Company, no Losses shall not be liable recoverable by the Buyer Indemnified Persons pursuant to the Indemnified Party for indemnification under provisions of Section 6.02(a7.1(a)(i) or the Seller Indemnified Persons pursuant to the provisions of Section 6.03(a7.1(b)(i), as the case may be, in respect of breaches of representations and warranties (other than the representations and warranties set forth in Sections 3.1 (Organization; Authority; Due Execution), 3.5 (Capitalization), 3.20 (Brokers), 4.1 (Organization; Authority; Due Execution), and 4.5 (Brokers) (collectively, the “Fundamental Representations”), until such time as the aggregate total amount of all Losses in respect of indemnification under Section 6.02(a) that have been incurred by the Buyer Indemnified Person or Section 6.03(a) exceeds $35,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Seller Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a)Person, as the case may be, exceeds one percent (1%) of the Indemnifying Party Purchase Price in the aggregate (in which case the Buyer Indemnified Person or the Seller Indemnified Person, as applicable, shall not be liable entitled to seek compensation for any individual or series all such Losses, subject to the other clauses of related Losses which do not exceed $10,000 this Article 7); (which ii) except in the case of Fraud, no Losses shall not be counted toward recoverable by the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable Buyer Indemnified Persons pursuant to the provisions of Section 6.02(a)or 7.1(a)(i) or the Seller Indemnified Parties pursuant to the provisions of Section 6.03(a7.1(b)(i), as the case may be, shall not exceed 7% be (other than the Fundamental Representations) in excess of the Purchase Price.Indemnity Escrow Amount; (ciii) Payments no Losses shall be recoverable by an Indemnifying Party the Buyer Indemnified Persons pursuant to Section 6.02(a7.1(a)(i) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Seller Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party Persons pursuant to Section 6.02(a7.1(b)(i) or as it relates to Fundamental Representations in excess of the Closing Consideration actually paid to the Founder Sellers; furthermore, indemnifiable Losses of the Buyer Indemnified Persons pursuant to Section 6.03(a7.1(a)(i) as it relates to Fundamental Representations in respect excess of any Loss available Indemnity Escrow Fund shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by recoverable solely from the Indemnified Party.Founder Sellers, severally and not jointly, in accordance with their Founder Pro Rata Shares; (eiv) In no event No Seller shall have an obligation to indemnify the Buyer Indemnified Persons for Losses resulting from: (i) 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 Agreementa representation or warranty in Article 3 of another Seller, or diminution of value or (ii) any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any covenant or agreement of the representations or warranties of another Seller contained in this Agreement if Buyer had knowledge or (iii) any Fraud by another Seller. (v) no Founder Seller shall have any right of such inaccuracy contribution against the Company with respect to any breach by the Company of any of its representations, warranties, covenants or breach prior to agreements and from and after the Closing, the Company shall have no obligation with respect to breaches of representations, warranties, covenants or agreements.

Certain Limitations. The party making a claim under this ARTICLE VI VII is also referred to herein as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The right of the Buyer Indemnitees to be indemnified pursuant to this ARTICLE VII shall be the sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of any Seller or on the part of the Company prior to the Closing, in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement. The right of the Seller Indemnitees to be indemnified pursuant to this ARTICLE VII shall be the sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of Buyer or on the part of the Company after the Closing, in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement. No current or former member, shareholder, board member, officer, employee, Affiliate or advisor of the Company or Seller (solely in their capacity as such) shall have any liability of any nature to Buyer or any Affiliate of Buyer with respect to any breach of any representation, warranty, covenant, agreement or obligation contained in, or any other breach of, this Agreement. (b) No Indemnifying Party shall not be liable to the an Indemnified Party for indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a) exceeds $35,000 CHF 300,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the an Indemnified Party may be entitled to indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 CHF 15,000 (which Losses shall not be counted toward the Deductible). Notwithstanding the foregoing, the limitations set forth in this Section 7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03(c), Section 3.21, Section 4.01, Section 4.04 and Section 4.05. (bc) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.02(a) or Section 6.03(a7.03(a), as the case may be, shall not exceed 7% twelve and one-half percent (12.5%) of the Purchase Price. The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 3.01, Section 3.03(c), Section 3.21, Section 4.01, Section 4.04 or Section 4.05, as the case may be, shall not exceed the Purchase Price. (cd) Payments by an Indemnifying Party pursuant to Section 6.02(a) or 7.02 and Section 6.03(a) 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the an Indemnified Party (or the Company) in respect of any such claim. The Each Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (de) Payments by an Indemnifying Party pursuant to Section 6.02(a) or 7.02 and Section 6.03(a) 7.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be actually realized as a result of such Loss by the each Indemnified Party. (ef) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent such damages are actually awarded to a Governmental Authority or other third party. (fg) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI VII is referred to as the “"Indemnified Party,” ", and the party against whom such claims are asserted under this ARTICLE VI VII is referred to as the “"Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise". The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a) exceeds $35,000 50,000 (the “"Deductible”"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 50,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.02 or Section 6.03(a), 7.03 as the case may be, shall not exceed 7% of $75,000 (the Purchase Price“Indemnity Cap”). (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 7.02 or Section 6.03(a) 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) 7.02 or Section 6.03(a) 7.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) No Seller shall not be liable under this ARTICLE VI VII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of any Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim Claim under this ARTICLE Article VI is referred to as the “Indemnified Party,” ”, and the party against whom such claims Claims are asserted under this ARTICLE Article VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) this Article VI shall be subject to the following limitations: (a) The Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Party shall not be liable to the any Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, unless and until the aggregate amount of all Losses in respect of indemnification under exceeds, in the aggregate, an amount equal to Five Hundred Thousand Dollars ($500,000) (the “Threshold”), at which point the Indemnifying Party will be obligated to indemnify the Indemnified Parties for the entire amount of any such Losses, and, thereafter, the Indemnified Parties shall be entitled to indemnification up to an amount of Losses not to exceed five percent (5%) of the Purchase Price (the “Cap”); provided, that, (i)(A) any Claims made by any Buyer Indemnified Party pursuant to Section 6.02(a) with respect to the MMAC and Seller Fundamental Representations, Section 6.02(b), Section 6.02(c) or Section 6.03(a) exceeds $35,000 (the “Deductible”6.02(e), (B) Losses arising out of the Excluded Liabilities or Excluded Assets and (C) any Claims made by any Buyer Indemnified Party for breaches or inaccuracies of the representations and warranties set forth in which event Section 3.23 (Taxes) and (ii)(A) any Claims made by any Seller Indemnified Party pursuant to Section 6.03(b), Section 6.03(c) or Section 6.03(e) and (B) Losses arising out of the Obligations, in each case, shall not be subject to the Threshold or be subject to or applied towards the Cap, except that the Indemnifying Party shall only not be required obligated to pay or be liable indemnify the Indemnified Party for Losses in excess respect of the Deductible. With respect any Claims made pursuant to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) with respect to the MMAC and Seller Fundamental Representations or pursuant to Section 6.03(a6.03(b), as applicable, together with all other Claims for indemnification pursuant to (x) Section 6.02(a) in the case may beof Buyer Indemnified Parties or (y) Section 6.03(a) and Section 6.03(b) in the case of Seller Indemnified Parties, in excess of a maximum amount in the aggregate equal to the Purchase Price; provided, further, that the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed Ten Thousand Dollars ($10,000 10,000) (which Losses shall not be counted toward the DeductibleThreshold). (b) The aggregate Notwithstanding anything to the contrary contained in this Agreement, (i) the Buyer Indemnified Parties’ first (but not the sole) recourse for indemnification under this Article VI shall be to the Purchase Money Note and all payments of Losses due and owing to Buyer Indemnified Parties from MMAC under this Article VI shall first be satisfied by reducing the principal amount of the Purchase Money Note in the amount of the Loss finally determined under this Article VI until such time as the amount of the Loss finally determined under this Article VI exceeds the then remaining balance of the Purchase Money Note after which time all Losses for which an Indemnifying Party of the indemnification payments due to Buyer Indemnified Parties shall be liable pursuant paid by MMAC in cash and (ii) all payments of Losses due and owing to Seller Indemnified Parties from Buyer under this Article VI shall be satisfied in cash in the amount of the Loss finally determined under this Article VI; provided, however, that in the case of clause (ii) of this Section 6.02(a)or Section 6.03(a6.04(b), with respect to Losses arising out of any Direct Claim with respect to any inaccuracy in or breach of any of the Buyer Fundamental Representations, no Losses shall be due or owed to any Seller Indemnified Party unless and until Buyer, as the case may be, shall not exceed 7% of maker under the Purchase PriceMoney Note, has failed to pay when due any amount required to be paid under the Purchase Money Note and such failure, in the case of any payment of interest or other amounts, continues for five (5) Business Days. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value punitive damages or any damages based on any type of multiplemultiple except to the extent an Indemnified Party is required to pay such damages in order to fully indemnify a Third-Party Claim. (fd) Each Indemnified Party shall takeFor purposes of this Article VI, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations representation or warranties of Seller warranty shall be determined without regard to any materiality, “Material Adverse Effect” or other similar qualification contained in this Agreement or otherwise applicable to such representation or warranty. (e) Payments by an Indemnifying Party pursuant to Section 6.02 or Section 6.03 in respect of any Loss shall be limited to the amount of any Loss that remains after deducting therefrom any insurance proceeds actually received by the Indemnified Party (net of any deductibles, retroactive premiums, and premium increases or other costs or expenses incurred in connection with obtaining such proceeds). (f) Upon becoming actually aware of any Loss, the Indemnified Party shall use its commercially reasonable efforts to mitigate any such Losses, including, if Buyer had knowledge available, by filing an insurance claim or pursuing any other indemnity, contribution or other similar rights the Indemnified Party may have against third parties. All costs and expenses of such inaccuracy or breach prior mitigation shall constitute indemnifiable Losses under this Article VI. (g) Notwithstanding anything to the Closingcontrary in this Article VI, no Losses may be claimed by any Indemnified Party to the extent such Losses have actually been taken into account in calculating the Estimated IHS Working Capital or Closing IHS Working Capital, and the Parties agree that no amount shall be due under this Article VI to the extent that it duplicates another amount already paid or taken into account pursuant to Article II or this Article VI.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under Section 6.2(a) with respect to Losses unless the aggregate amount of such Losses incurred by the Purchaser Indemnified Parties with respect to all matters for which indemnification is to be provided under Section 6.2(a) exceeds an amount equal to $20,000 (the “Basket Amount”), and if and when such Basket Amount is met, then Seller will be liable under Section 6.2(a) only in respect of all Losses in excess of the Basket Amount, subject in all respects to Section 6.5(b) and Section 6.5(c); provided, however, that such limitation shall not apply to any claim for indemnification for a breach of or inaccuracy in any Fundamental Representation or any claim based on Fraud. (b) Subject to the other limitations in this ARTICLE Article VI, Seller’s maximum aggregate liability for Losses pursuant to Section 6.2(a), and the Purchaser Indemnified Parties’ sole and exclusive recourse for Losses against Seller pursuant to Section 6.2(a), shall not exceed and be limited in the aggregate to $700,000 (the “Cap”); provided, however, that such limitation shall not apply to any claim for indemnification for a breach of or inaccuracy in any Fundamental Representation or any claim based on Fraud. Subject to the other limitations in this Article VI, Purchaser’s maximum aggregate liability for Losses pursuant to Section 6.3(a), and the Seller Indemnified Parties’ sole and exclusive recourse for Losses against Purchaser pursuant to Section 6.3(a), shall not exceed and be limited in the aggregate to the Cap; provided, however, that such limitation shall not apply to any claim for indemnification for a breach of or inaccuracy in any Fundamental Representation or any claim based on Fraud. (c) Subject to the other limitations in this Article VI for and the immediately following sentence, in the event that any Losses based upon Purchaser Indemnified Party or arising out Seller Indemnified Party suffers a Loss that is entitled to indemnification pursuant to Section 6.2 or Section 6.3, respectively, including in respect of breaches of any inaccuracy in Fundamental Representation, the maximum aggregate amount that all Purchaser Indemnified Parties or breach of Seller Indemnified Parties, respectively, may recover from Seller or Purchaser, respectively, with respect to any and all such Losses shall be equal to the Purchase Price. The limitations on the rights of the representations Purchaser Indemnified Parties or warranties of Seller contained Indemnified Parties to seek recourse against Seller or Purchaser, respectively, set forth in this Agreement if Buyer had knowledge of such inaccuracy Section 6.5 shall not apply to Seller’s or breach prior to the ClosingPurchaser’s liability for claims based on Fraud.

Certain Limitations. The party making a claim under this ARTICLE VI Article VII is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI Article VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.2 and Section 6.03(a) 7.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for (i) indemnification under Section 6.02(a7.2(a) or Section 6.03(aand 7.4(a), as the case may be, or (ii) indemnification under Section 7.2(c) resulting solely from breaches or non fulfillment of Assigned Contracts occurring prior to the Closing Date until the aggregate amount of all Losses claimed in respect of indemnification under Section 6.02(a) or Section 6.03(a) such sections (with respect to each party in the aggregate), as the case may be, exceeds $35,000 US$2.6 million (the “DeductibleBasket”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)Basket. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.2(a) (breach of representation by Sellers) and Section 6.03(a7.4(a) (breach of representations by Buyer) shall not exceed: (i) with respect to representations of warranties under Section 4.1 (Organization), as Section 4.2 (Authorization), Section 4.3 (Non-Contravention; Consents), Section 4.4 (Title to Purchased Assets), Section 4.5 (Sufficiency of Assets) and Section 4.20 (Absence of Questionable Payments) - the case Base Purchase Price, (ii) with respect to representations of warranties under Section 4.11 (Tax Matters) and Section 4.12 (Intellectual Property)- fifty percent (50%) of the Base Purchase Price, and (iii) with respect to all other representations and warranties- fifteen percent (15%) of the Base Purchase Price (the “Cap”). For avoidance of doubt, the aggregate amount of all Losses for which an Indemnifying Party may bebe liable pursuant to subsections (i), (ii) and (iii) of this Section 7.5(b) shall not exceed 7% of together the Base Purchase Price. (c) Payments by an The Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss Parties' liability for Losses shall be limited reduced, if and to the amount of any liability or damage that remains after deducting therefrom any extent by insurance proceeds and any indemnityproceeds, contribution or other similar payment received or reasonably expected to be if any, actually received by the Indemnified Party(ies) with respect thereto, if any; provided, however, that in no event shall any Indemnified Party have any obligation to maintain any insurance policy or otherwise be required to seek recovery by way of insurance proceeds, and provided further that if the Indemnified Party at its sole discretion elects to recover from insurance, than the Losses shall include the costs and expenses incurred by the Indemnified Party(ies) acquiring such insurance, the costs and expenses incurred in respect recovery of such insurance proceeds (including, any future increase of premiums on such account, and any deductibles payable). The Indemnifying Party's liability for Losses shall be increased to take account of any Tax incurred (grossed up for such claim. The increase) by the Indemnified Party shall use its commercially reasonable efforts to recover under Party(ies) arising from the receipt of indemnity hereunder, insurance policies proceeds or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreementproceeds from third parties. (d) Payments No investigation made by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect on behalf of any Loss party hereto or its Representatives or the knowledge of any such party (or its Representatives) shall be reduced by an amount equal to affect or limit any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Partyindemnification rights hereunder. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating Notwithstanding anything to the breach or alleged breach contrary herein, all references in this Agreement and the exhibits and schedules attached hereto to "material", "material respects", "Material Adverse Effect" and similar materiality qualifiers shall be excluded with regard to determining the amount of this Agreement, or diminution any Losses that are the subject of value or any damages based on any type of multipleindemnification hereunder. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only Anything to the minimum extent necessary to remedy contrary notwithstanding, the breach that gives rise to such Loss. (glimitations set forth in Section 7.5(a) Seller and Section 7.5(b) shall not be liable under this ARTICLE VI for apply to any Losses based upon arising from fraud, intentional misrepresentation or arising out of any inaccuracy in or breach of any willful misconduct on the part of the representations or warranties of Seller contained Indemnifying Party in connection with the transactions contemplated by this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the ClosingAgreement.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.04 shall be subject to the following limitations: (a) The Indemnifying Party Sellers and Optionholders shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 6.02(a7.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a7.02(a) exceeds $35,000 50,000 (the “DeductibleBasket”), in which event the Indemnifying Party Sellers and Optionholders shall only be required to pay or be liable for all such Losses in excess of from the Deductiblefirst dollar. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party Sellers and Optionholders 50 shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 7.02(a) shall not exceed 7% $1,000,000 (the “Cap”), and the Escrow Fund shall be the sole and exclusive remedy for all Losses indemnifiable under Section 7.02(a). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 7.04(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.04(a) exceeds the Purchase PriceBasket, 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 7.04(a) shall not exceed the Cap. (c) Payments Notwithstanding the foregoing, the limitations set forth in Section 7.05(a) and Section 7.05(b) shall not apply to Losses based upon, arising out of, with respect to or by an Indemnifying Party pursuant to Section 6.02(areason of (i) any inaccuracy in or Section 6.03(a) in respect breach of any Loss representation or warranty in the Fundamental Representations or (ii) fraud (with scienter) committed by or on behalf of a party to this Agreement; provided that the provisions of this clause (c) shall be limited subject to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party limitations in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this AgreementSection 7.05(d) below. (d) Payments by an Indemnifying Party Notwithstanding anything to the contrary in this Agreement, no Seller or Optionholder shall be liable to the Buyer Indemnitees pursuant to Section 6.02(athis Agreement in excess of the amount of the Purchase Price actually received by such Seller, except in the case of fraud (with scienter) committed by or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result with the actual knowledge of such Loss by Seller or Optionholder before the Indemnified PartyClosing. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach For purposes of this AgreementARTICLE VII, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall takein calculating Losses, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to but not in determining the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out existence of any inaccuracy in or breach of any representation or warranty in the first instance, any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty shall be disregarded. (f) The amount of any Losses payable under this ARTICLE VII by an Indemnifying Party shall be net of any amounts actually recovered by the Indemnified Party from insurance policies or other third party sources, provided that any costs and expenses incurred in recovering such insurance proceeds (and any increase in insurance premiums related to any such claim) shall be included in the amount of the representations Losses. Each Indemnified Party shall use commercially reasonable efforts to diligently make and pursue claims regarding any breach of, or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy in, any representation or breach prior to the Closingwarranty under all applicable insurance policies.

Certain Limitations. The party Party making a claim under this ARTICLE VI VIII is referred to as the “Indemnified Party,” ”, and the party Party against whom such claims are asserted under this ARTICLE VI VIII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a8.02(a) or Section 6.03(a) 8.03(a), as the case may be, exceeds $35,000 125,000.00 (the “DeductibleBasket”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of from the Deductiblefirst dollar. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which 15,000.00 in the aggregate; provided that such Losses shall not be counted toward the Deductible)Basket. Notwithstanding anything to the contrary, the limitations set forth in this Section 8.04(a) shall not apply to Losses arising from claims of fraud or willful misconduct. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 8.02(a) or Section 6.03(a8.03(a), as the case may be, shall not exceed 7% the Indemnification Holdback Amount; provided, however, that such limitation shall not apply to Losses arising from claims of the Purchase Pricefraud or willful misconduct. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give giving rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (ge) Neither Seller nor Buyer shall not be liable under this ARTICLE VI Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller the other Party contained in this Agreement if Buyer Seller or Buyer, as the case may be, had actual knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) 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 6.02(a8.02(a)(i) or Section 6.03(a)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 6.02(a) or Section 6.03(a) sustained by the Buyer Indemnitees exceeds $35,000 240,000.00 (the “DeductibleBasket”), in which event (i) the Indemnifying Party shall only Seller and the Selling Partners will be required to pay or be jointly and severally liable for Losses (in excess the case of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification liability arising under Section 6.02(a8.02(a)(i)) or (ii) the Selling Partners will be severally liable (in the case of liability arising under Section 6.03(a8.02(b)(i)), as for all such Losses without regard to such amount but only to the case may be, extent such Losses exceed the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)Basket. (b) The aggregate amount of all Losses Notwithstanding anything to the contrary contained in this ARTICLE VIII, the Seller and the Selling Partners will not have any liability pursuant to Sections 8.02(a)(i) or 8.02(b)(i) (other than with respect to fraud or the Excluded Representations, for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall following limitation will not exceed 7% apply) in excess of $4,800,000.00 in the Purchase Priceaggregate. (c) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty will be determined without regard to any materiality, Material Adverse Effect, or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (de) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (ef) 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 punitive damages relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fg) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give gives rise theretoto indemnification 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. (gh) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of In addition to the representations or warranties of Seller contained foregoing limitations, and notwithstanding anything in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closingcontrary, in no event shall the total liability of any Selling Partner under this Agreement exceed the amount of the proceeds of this sale to which such Selling Partner is entitled, as set forth on Schedule 8.04(h).

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) shall 8.03 will be subject to the following limitations: (a) The Indemnifying Party shall EWI and EWD will not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 6.02(a8.02(a) or under Section 6.03(a)8.02(a) of the Asset Purchase Agreement with respect to any representations or warranties of EWI or the Company hereunder or EWD under the Asset Purchase Agreement other than the Special Representations (as defined herein and in the Asset Purchase Agreement and excluding Section 3.15(c) and (d) which, as for the case may beavoidance of doubt, will be subject to the Basket) until the aggregate amount of all such Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 75,000 (the “DeductibleBasket”), in which event the Indemnifying Party shall EWI and EWD will only be required to pay or be liable for all such Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)Basket. (b) The aggregate amount of all Losses for which an Indemnifying Party shall EWD and EWI will be liable pursuant to Section 6.02(a)or 8.02(a) and Section 6.03(a8.02(a) of the Asset Purchase Agreement will not exceed the following: (i) with respect to any representations or warranties of EWI or the Company hereunder or of EWD under the Asset Purchase Agreement other than the Special Representations (as defined herein and in the Asset Purchase Agreement), $2,500,000 (the “Cap”), (ii) with respect to the Special Representations (as defined herein and in the case may beAsset Purchase Agreement), $17,000,000 and (iii) with respect to Post-Closing Events hereunder and all “Post-Closing Events” pursuant to the Asset Purchase Agreement, $750,000. In no event shall not exceed 7% EWI and EWD be liable to Buyer Indemnitees for any Losses or other claims relating to or arising out of this Agreement or the Purchase PriceTransaction Documents in excess of $17,000,000. (c) Payments by an Indemnifying Party pursuant Buyer will not be liable to EWI Indemnitees for indemnification under Section 6.02(a8.03(a) and BHEP will not be liable to “EWD Indemnitees” for indemnification under Section 8.03(a) of the Asset Purchase Agreement with respect to any representations or Section 6.03(awarranties of Buyer hereunder or BHEP under the Asset Purchase Agreement other than the Special Representations (as defined herein and in the Asset Purchase Agreement) in respect of any Loss shall be limited to until the aggregate amount of any liability all such Losses exceeds the Basket, in which event Buyer will be required to pay or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by liable for all such Losses in excess of the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this AgreementBasket. (d) Payments by an Indemnifying Party The aggregate amount of all Losses for which Buyer will be liable pursuant to Section 6.02(a8.03(a) or hereunder and for which BHEP will be liable pursuant to Section 6.03(a8.03(a) of the Asset Purchase Agreement (i) other than the Special Representations (as defined herein and in the Asset Purchase Agreement) will not exceed the Cap and (ii) with respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized the Special Representations (as a result of such Loss by defined herein and in the Indemnified PartyAsset Purchase Agreement), will not exceed $17,000,000. (e) In no event shall The determination of the amount of any Indemnifying Party be liable Losses for purposes of this Article VIII will take into account the amount of insurance proceeds payable with respect thereto pursuant to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multipleinsurance policy. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party Party making a claim under this ARTICLE VI is VIII may be referred to as the “"Indemnified Party,” ", and the party Party against whom such claims are asserted under this ARTICLE VI VIII is referred to as the “"Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is " The Parties' respective indemnification obligations under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a) exceeds $35,000 100,000 (the “"Deductible”"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which ; provided, however, that the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party Deductible shall not be liable apply to recovery for an inaccuracy in or breach of any individual Fundamental Representation; and provided further, that nothing in this Agreement shall limit or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)restrict any Indemnified Party's rights to maintain or recover any amounts in connection with any action or claim based upon fraud. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 8.02(a) or Section 6.03(a8.03(a), as the case may be, shall not exceed 7% forty percent (40%) of the Purchase Price; provided, however, that the foregoing limitation shall not apply to recovery for an inaccuracy in or breach of a Fundamental Representation; and provided further, that nothing in this Agreement shall limit or restrict any of the Indemnified Party's rights to maintain or recover any amounts in connection with any action or claim based upon fraud, but in no event (other than in the case of fraud) shall the aggregate amount of all Losses paid in the aggregate by a Seller Indemnifying Party under this ARTICLE VIII exceed the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fd) Each Notwithstanding any other provision of this Agreement, any obligation of Seller to indemnify, defend and hold harmless a Buyer Indemnified Party under Section 8.02 for Losses arising from or relating to the occurrence of any pre-Closing products liability event shall expire if such products liability claim is not made or asserted within twelve (12) months following the Closing Date. Any Losses incurred by a Buyer Indemnified Party relating to an indemnifiable products liability claim that is made within such 12-month post-Closing period shall be satisfied solely out of proceeds received under the Products Liability Tail Policy. (e) For all purposes of this ARTICLE VIII, Losses shall be net of any amounts paid or payable to an Indemnified Party under any insurance policy or Contract in connection with the facts giving rise to the right of indemnification hereunder, and each Indemnified Party shall take, and cause use its Affiliates reasonable commercial efforts to take, recover all reasonable steps to mitigate amounts payable from an insurer or other third party under any Loss upon becoming aware of any event such insurance policy or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only Contract to the minimum same extent necessary such party would if such losses were not subject to remedy indemnification, compensation or reimbursement hereunder prior to seeking indemnification hereunder; provided, however, that the breach that gives rise amount deemed to be paid under such Loss. (g) Seller insurance policies shall not be liable under this ARTICLE VI net of the deductible for such policies and determined after giving effect to any Losses based upon or arising out increase in premiums resulting from such claim and out-of-pocket costs of any inaccuracy in or breach of collecting such insurance proceeds. If an Indemnified Party receives any of the representations or warranties of Seller contained foregoing payments with respect to any Losses for which it has previously been indemnified, the Indemnified Party shall promptly (and in this Agreement any event within ten (10) business days after receiving such payment) pay to the Indemnifying Party an amount equal to such payment or, if Buyer had knowledge it is a lesser amount, the amount of such inaccuracy or breach prior to the Closingpreviously indemnified Losses.

Certain Limitations. The party making a claim under this ARTICLE VI VII is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.2 and Section 6.03(a) 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 6.02(a7.2(a) (other than with respect to an inaccuracy in or breach of the Fundamental Representations, for which the following limitation shall not apply) or Section 6.03(a7.3(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.2(a) (other than with respect to an inaccuracy in or breach of the Fundamental Representations, for which the following limitation shall not apply) or Section 6.03(a7.3(a) exceeds $35,000 1,025,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.2(a) (other than with respect to an inaccuracy in or breach of the Fundamental Representations, for which the following limitation shall not apply) or Section 6.03(a7.3(a), as the case may be, shall not exceed 7% of $17,500,000 (the Purchase Price“Maximum Indemnification Amount”). (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect For purposes of any Loss this ARTICLE VII, Losses shall be limited to the amount computed net of any liability or damage that remains after deducting therefrom (i) any insurance proceeds actually received by the Indemnified Party (net of collection costs and increases in premiums) and (ii) any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party from a third party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party The amount of any Losses pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall this ARTICLE VII will be reduced by an the amount equal of any income Tax benefit actually received by any Buyer Indemnified Party that arises directly from the incurrence or payment of the Loss associated with the applicable indemnity claim. Any indemnity payment hereunder will initially be made without regard to any income Tax benefit and will be reduced to reflect any such income Tax benefit only after such Buyer Indemnified Party has actually realized such benefit. For purposes of this Agreement, a Buyer Indemnified Party will have “actually realized” an income Tax benefit to the extent that, and at such time as, the amount of Taxes paid by such Buyer Indemnified Party is reduced below the amount of Taxes that such Buyer Indemnified Party would have been required to pay but for the incurrence or reasonably expected payment of such Loss; provided, however, that in computing the amount of any such income Tax benefit, the Buyer Indemnified Party will be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Loss. In the event that there is a subsequent disallowance (in whole or in part) of any income Tax benefit by any Governmental Authority, then the Sellers will promptly pay, or cause to be realized as a result paid, to the Buyer Indemnified Party the amount of such Loss by the Indemnified Partydisallowed income Tax benefit. (e) In no event For purposes of this ARTICLE VII, Losses shall not include any Indemnifying Party be liable to any Indemnified Party for any punitive(i) punitive damages (unless, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating and only to the breach or alleged breach of this Agreementextent, or that such damages are awarded to a third party in a Third Party Claim, in which case such damages shall not be excluded from Losses), (ii) damages to the extent based on diminution of value or any damages based on any type of multiplemultiple or (iii) consequential damages. (f) Each Indemnified Party shall takeuse, and cause its Affiliates to takeuse, all commercially reasonable steps efforts to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller In no event shall any party have any obligation or liability under this ARTICLE VII to the extent arising from or relating to, directly or indirectly, (i) any Law not adopted as of the Closing Date or that is adopted following the Closing Date but that takes effect retroactively to a date that is prior to the Closing Date, or (ii) any increase in any applicable Tax rate that is not adopted as of the Closing Date or that is adopted following the Closing Date but that takes effect retroactively to a date that is prior to the Closing Date. (h) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the same Loss be taken into account more than once for purposes of calculations in connection with, or application of, the Deductible or the Maximum Indemnification Amount; provided, however, that the foregoing shall not, and shall not be liable construed to, limit (i) any Indemnified Party’s ability to assert multiple bases for any individual claim under this Agreement with respect to the same event or state of facts in any notice given by an Indemnified Party to an Indemnifying Party pursuant to Section 7.5 and (ii) any Indemnified Party’s claims with respect to any different event or state of facts or recovery therefor pursuant to this ARTICLE VI for any Losses based upon or arising out VII. (i) For purposes of this ARTICLE VII, any inaccuracy in or breach of any representation or warranty, and the amount of Losses for which the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, are entitled to indemnification pursuant to this ARTICLE VII, will be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (j) None of the representations or warranties of Seller contained limitations set forth in this Agreement if Buyer had knowledge Section 7.4 will apply to Losses based upon, arising out of, with respect to or by reason of such inaccuracy common law fraud, criminal activity or breach prior the intentional misrepresentation of the Sellers. (k) No Losses may be claimed under Section 7.2 or Section 7.3 by any Indemnified Party to the Closingextent such Losses are actually included in the final Closing Net Working Capital Statement pursuant to Section 2.5.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 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 6.02(a8.02(a) or Section 6.03(a), as 8.02(b) for any individual claim where the case may be, until Losses relating to such claim (or series of claims arising from similar facts or circumstances) do not exceed $25,000. (b) Seller’s liability to the aggregate amount of all Losses in respect of Buyer Indemnitees for indemnification under Section 6.02(a8.02(a) or Section 6.03(a) exceeds $35,000 shall not exceed one-half of the retention amount under the R&W Policy (the “DeductibleRetention Amount”). (c) The obligations of Seller to indemnify the Buyer Indemnitees for Losses resulting from a breach or alleged breach of any Fundamental Representations or the representations and warranties set forth in Section 3.21, in which event the Indemnifying Party aggregate, shall only be required capped at the 77 aggregate amounts paid by Buyer under Section 2.02 of this Agreement (inclusive of amounts paid pursuant to pay or be liable for Losses in excess of the Deductible. With respect Section 8.06(a)(ii)); provided, however that such limitation on liability shall not apply to any claim based on Fraud or Misconduct on the part of the Company Entities, Seller or their respective Affiliates and Representatives. (d) To the extent applicable, Indemnification claims pursuant to Section 8.02 or Section 8.03 must be brought within the applicable survival periods set forth in Section 8.01. Notwithstanding the foregoing, the limitations set forth in this Section 8.04 shall not apply to Losses as a result of Fraud or Misconduct. Solely with respect to which actions grounded in Fraud or Misconduct, (A) the right of a party to be indemnified and held harmless pursuant to the indemnification provisions in this Agreement shall be in addition to and cumulative of any other remedy of such party at law or in equity and (B) no party shall, by exercising any remedy available to it under this Article VIII, be deemed to have elected such remedy exclusively or to have waived any other remedy, whether at law or in equity, available to it. (e) The amount of any Losses subject to indemnification pursuant to this Agreement shall be calculated net of any insurance proceeds or other amounts under indemnification agreements actually received by the Indemnified Party may on account of such Loss. Each Indemnified Party will use commercially reasonable efforts to pursue such recovery in good faith. The existence of a claim by an Indemnified Party for monies from an insurer or other party shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may bedue and owing by an Indemnifying Party. Rather, the Indemnifying Party shall not be liable for any individual or series make timely payment of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate full amount of all Losses for which an Indemnifying determined to be due and owing by it, and if the Indemnified Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) later actually recovers insurance or Section 6.03(a) other proceeds in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by such Losses then the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an promptly reimburse the Indemnifying Party pursuant to Section 6.02(a) the extent necessary to avoid double recovery of the same Losses. Any deductible or Section 6.03(a) increase in respect of any Loss insurance premiums attributable to claims made shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multipleindemnifiable Losses. (f) Each Indemnified Party under this Article VIII shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller For the avoidance of doubt, the limitations to Seller’s indemnification obligations set forth Section 8.04(a) and Section 8.04(b) shall not be liable under this ARTICLE VI for apply to any Losses claim based upon on Fraud or arising out of any inaccuracy in or breach of any Misconduct on the part of the representations Company Entities, Seller or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closingtheir respective Affiliates and Representatives.

Certain Limitations. The party making a claim under this ARTICLE VI Article IX (including Parent Indemnitees and Stockholder Indemnitees) is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI Article IX is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 9.02 and Section 6.03(a) 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 6.02(a9.02(a) or Section 6.03(a9.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a9.02(a) or Section 6.03(a9.03(a) exceeds $35,000 100,000 (the “"Deductible”"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a9.02(a) or Section 6.03(a9.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 15,000 (which Losses shall not be counted toward the Deductible); provided, that the foregoing clause (a) shall not apply to Losses arising out of or relating to the inaccuracy or breach of any Fundamental Representation or in the case of any claim related to intentional misconduct, fraud or criminal misconduct. (b) The aggregate amount of all Losses for which an Indemnifying Party Equityholders shall be liable pursuant for all Losses arising out of or relating to Section 6.02(a)or Section 6.03(a), as the inaccuracy or breach of any Fundamental Representation or in the case may beof any claim related to intentional misconduct, shall not exceed 7% of the Purchase Pricefraud, or criminal misconduct. (c) Payments by an Indemnifying Party Each Equityholder’s maximum aggregate liability to Parent Indemnitees with respect to all indemnification claims pursuant to Section 6.02(a) or Section 6.03(a) this Article IX shall in respect of any Loss shall be limited to no instance exceed the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be Merger Consideration received by such Equityholder; provided, however, that the Indemnified Party foregoing clause (c) shall not apply in respect the case of any such claim. The Indemnified Party shall use its commercially reasonable efforts claim related to recover under insurance policies intentional misconduct, fraud or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreementcriminal misconduct. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (gf) Seller shall Except with respect to any breaches for which the Company confirmed, prior to Closing, that it had rectified to Parent’s reasonable satisfaction (but which the Company did not be liable under this ARTICLE VI for actually rectify), in the event Parent proceeds with the Closing notwithstanding any Losses based upon actual knowledge by Parent or arising out any Affiliate of the Parent at or prior to the Closing of any inaccuracy in or breach by the Company of any of the representations representation, warranty or warranties of Seller contained covenant in this Agreement if Buyer had knowledge or any Ancillary Agreement, no Parent Indemnitee shall have any claim or recourse against the Equityholders or any of their respective Affiliates or Representatives with respect to such inaccuracy breach, under this Article IX or otherwise. (g) Solely for purposes of determining the amount of Loss resulting from any breach prior under this Article IX (and not with respect of making a determination whether any breach of representation or warranty or covenant has occurred), the determination shall, in such limited case, be made without regard to the Closingterms “material” “materiality” “Material Adverse Effect” or “Parent Material Adverse Effect” as applicable, or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The party making a claim under this ARTICLE VI VIII is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI VIII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the sole and exclusive remedy of any Buyer Indemnified Party for indemnification any and all Losses incurred or sustained by, or imposed upon, a Buyer Indemnified Party based upon, arising out of, with respect to or by reason of Section 8.02(a) shall be to make a claim against the R&W Insurance Policy; provided, however, that the foregoing restriction shall not apply to, and Seller shall remain liable to Buyer for, any Losses based upon, arising out of, or with respect to: (i) any inaccuracy or breach of the Fundamental Representations and Warranties; (ii) Seller’s Fraud in accordance with the provisions of this ARTICLE VIII; or (iii) claims under Section 6.02(a) 8.02(a), Section 8.02(b), or Section 6.03(a)8.02(c) (collectively, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 (the “DeductiblePermitted Claims”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess . In furtherance of the Deductible. With respect foregoing, Buyer hereby waives, to the fullest extent permitted under Law, any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a)and all rights, as the case may be, the Indemnifying Party shall not be liable claims and causes of action against Seller for any individual inaccuracy in or series breach of related Losses which do not exceed $10,000 any of the representations or warranties of Seller contained in this Agreement, except for Permitted Claims. Buyer acknowledges and agrees that the provisions of this Section 8.04(a) shall apply regardless of whether: (which Losses shall not be counted toward i) Buyer maintains the Deductible)R&W Insurance Policy after Closing; (ii) the R&W Insurance Policy is revoked, cancelled or modified in any manner after issuance; or Buyer makes a claim under the R&W Insurance Policy and such claim is denied by the insurer. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds (including, but not limited to, proceeds from the R&W Insurance Policy) received and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company Group) in respect of any such claim; provided that the amount of such proceeds or payment actually received shall be net of (i) any deductibles for the applicable insurance policies, (ii) any increase in the premium for the applicable insurance policies arising from such Losses and (iii) any other reasonable, documented costs incurred in connection with collecting such proceeds or payment. The Indemnified Party shall use its commercially reasonable efforts not be required to recover pursue or make a claim under any insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (dc) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit actually realized or reasonably expected to be realized in the year in which the Loss arises and increased by any Tax detriment (including loss of asset basis), in each case, as a result of such Loss by the Indemnified PartyParty or the receipt of the indemnification payment. (ed) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect punitive damages, including loss of future revenue or income, loss of business reputation or opportunity relating except to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multipleextent claimed by a third party. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI Article VII is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI Article VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, until only to the extent the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a) exceeds $35,000 2,800,000 (the “DeductibleBasket”), in which event event, the Indemnifying Party shall only be required to pay or be liable for Losses that, in the aggregate, are in excess of the Deductible. With respect Basket. (b) An Indemnifying Party’s obligations pursuant to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, the Indemnifying Party shall not be liable for with respect to any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward exceed, in the Deductible). (b) The aggregate amount of all Losses for which an aggregate, $46,875,000. An Indemnifying Party shall be liable Party’s obligations pursuant to Section 6.02(a)or 7.02 or Section 6.03(a)7.03, as the case may be, with respect to any Losses shall not exceed 7% of exceed, in the aggregate, the Aggregate Purchase Price. The limitations described in this Section 7.04(b) shall not apply in the case of fraud or intentional misrepresentation. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 7.02 or Section 6.03(a) 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, indemnity or contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect (or an Affiliate of such Indemnified Party) that is directly related to any such claim (net of any deductible, costs of the Indemnified Party to collect such payments proceeds and any increase in insurance premiums arising directly from such claim). The Indemnified Party shall use its commercially reasonable best efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to for which it is seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, consequential (except to the extent such damages are reasonably foreseeable from the event causing the indemnifiable damages hereunder) or special or indirect damages, including loss except to the extent paid to a third party in connection with a Third-Party Claim. (e) For the purposes of future revenue this Article VII, in determining the amount of Losses arising from or income, loss of business reputation or opportunity relating to the any breach of or inaccuracy in any representation or warranty in this Agreement or any Sub-Agreement (but not for purposes of determining whether such a breach or alleged breach of this Agreementinaccuracy occurred), or diminution of value or any damages based on any type of multipleall materiality and Material Adverse Effect qualifiers will be ignored and each such representation and warranty will be read and interpreted without regard to such qualifier. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only In addition to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller other limitations contained in this Agreement if Section 7.04, Buyer had knowledge of shall act in a commercially reasonable manner with respect to any environmental matter for which the Company or any Company Group Party is obligated to indemnify Buyer Indemnitees and shall respond to such inaccuracy or breach prior matters as though they were not subject to the Closingindemnification under Section 7.02.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.2 and Section 6.03(a) 8.3 shall be subject to the following limitations: (a) The Indemnifying Party Seller and the Principals shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 6.02(a8.2(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a8.2(a) exceeds $35,000 80,000.00 (the “DeductibleBasket”), in which event Seller and the Indemnifying Party Principals shall only be required to pay or be liable for such Losses in excess of from the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(afirst dollar. (b) or Section 6.03(a), as the case may be, the Indemnifying Party The Buyer Parties shall not be liable to the Seller Indemnitees for any individual indemnification under Section 8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the Basket, in which event the Buyer Parties shall be required to pay or series of related be liable for all such Losses which do not exceed $10,000 (which Losses shall not be counted toward from the Deductible)first dollar. (bc) The aggregate amount of all Losses for which an Indemnifying Party (as defined below) shall be liable pursuant after giving effect to Section 6.02(a)or 8.4(a) or Section 6.03(a8.4(b), as the case may be, shall not exceed 7% of the Purchase Price. (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.4(a), Section 8.4(b) and Section 8.4(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of intentional fraud or any inaccuracy in or breach of any Fundamental Representation. (e) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.2 or Section 6.03(a) 8.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (df) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach For purposes of this AgreementArticle 8, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of 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. (g) Neither the Seller nor the Principals shall be liable to any Buyer Party for any claim for loss or damage in respect of a warranty which is recoverable by the Buyer Parties or any Affiliate of the representations or warranties Buyer, under a policy of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closinginsurance.

Certain Limitations. The party Party making a claim under this ARTICLE VI Article VII is referred to as the “Indemnified Party,” ”, and the party Party against whom such claims are asserted under this ARTICLE VI Article VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The Indemnifying Party Neither the MCRC Parties nor the MC Partnership Parties shall not be liable to the RP Investors or any other RP Investor Indemnified Party for indemnification Losses entitled to be indemnified under Section 6.02(a) 7.02 or Section 6.03(a), 7.03 until such time as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) 7.02 or Section 6.03(a) 7.03 exceeds $35,000 1,500,000 (the “DeductibleIndemnification Threshold”), in which event the Indemnifying Party MCRC Parties or MC Partnership Parties, as applicable, shall only be required to pay or be liable for all Losses in excess of the Deductible. With respect to any claim as to for which the RP Investors and other RP Investor Indemnified Party may be Parties are entitled to indemnification under Section 6.02(a) or Section 6.03(a), as be indemnified hereunder (including any Losses below the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the DeductibleIndemnification Threshold). (b) The maximum aggregate amount of all Losses for which the MC Partnership Parties may be liable pursuant to Section 7.03, except with respect to breaches of Fundamental Representations, shall not exceed $100,000,000 (which amount shall be increased by the dollar amount of any additional Class A Preferred Partnership Units purchased pursuant to the RP Subscription Right). The aggregate amount of all Losses for which an Indemnifying Party shall the RP Investors may be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 7.04 shall not exceed 7% of the Purchase Price$100,000,000. (c) Payments by an Indemnifying Party pursuant to Notwithstanding the foregoing, the limitations set forth in Section 6.02(a7.05(a) or and Section 6.03(a7.05(b) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any apply to Losses based upon or upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representations or in the case of Fraud found to have been committed by the Indemnifying Party by a court of competent jurisdiction in a judgment which has become final in that it is no longer subject to appeal or review. (d) Notwithstanding anything to the contrary herein, the sole and exclusive remedy for indemnification pursuant to Section 7.03(a) hereof shall be made in accordance with Section 9(g) of the representations or warranties Third Amended and Restated LP Agreement, and the RP Investor Indemnified Parties shall not seek recourse for claims under Section 7.03(a) by any other means. (e) Upon making any payment in respect of Seller contained claim as provided for in this Agreement if Buyer had knowledge Article VII, the Indemnifying Party will, to the extent of such inaccuracy payment, be subrogated to all rights of Indemnified Party against any third person (other than an insurance company) in respect of the Loss to which such payment related; provided, however, that (i) the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such Loss and (ii) until Indemnified Party fully recovers payment of its Loss, any and all claims of the Indemnifying Party against any such third person on account of such payment will be subordinated in right of payment to Indemnifying Party’s rights against such third person. Without limiting the generality or breach prior effect of any other provision hereof, each such Indemnifying Party and Indemnified Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. To the extent that insurance proceeds or other third party proceeds are received after payment has been made by an Indemnifying Party, the Indemnified Party shall promptly pay to the ClosingIndemnifying Party an amount equal to such proceeds (up to, but not in excess of, the amount previously paid by the Indemnifying Party to the Indemnified Party). Any payment hereunder shall be treated as provided by the Code and applicable Treasury Regulations in order to comply with Section 7(d) of the Third Amended and Restated LP Agreement consistent with the economic arrangement of the Parties. (f) The Indemnified Party shall seek to mitigate the amount of any Losses to the extent, if any, required by applicable law. Without limiting the foregoing, Losses shall be calculated net of actual payments received by an Indemnified Party pursuant to such Indemnified Party’s existing insurance policies (net of reasonable collection costs). Each Indemnified Party hereby agrees to use commercially reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect of any such Losses that may reduce or eliminate any applicable Losses to the same extent as it would if such Losses were not subject to indemnification hereunder; it being understood that no Indemnified Party shall be obligated to bring a lawsuit against any insurer to obtain a recovery under any insurance policies with respect to any particular Losses and the failure of an Indemnified Party to obtain recovery under any insurance policies despite using commercially reasonable efforts to do so shall not in any way affect or modify such Indemnified Party’s rights to which the Indemnified Party would have otherwise been entitled pursuant to this Article VII. (g) The amount of Losses payable by an Indemnifying Party pursuant to this Article VII shall be without duplication, and in no event shall an Indemnified Party be indemnified under different provisions of this Agreement for the same Losses.

Certain Limitations. The party making a claim under this ARTICLE VI Article VII is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI Article VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a) 7.03(a), as the case may be, exceeds $35,000 20,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The Except as provided in Section 7.04(c), the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.02(a) or Section 6.03(a7.03(a), as the case may be, shall not exceed 7% of the Purchase Price$150,000. (c) Notwithstanding Section 7.04(b), the aggregate amount of Losses for which Seller shall be liable pursuant to Section 7.02(a) for matters arising out of, with respect to or by reason of any inaccuracy in or breach of any of a Fundamental Representation shall not exceed the aggregate amount of the Purchase Price actually paid to Seller. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) 7.02 or Section 6.03(a) 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, (i) punitive damages unless awarded to a third party or (ii) incidental, consequential, special consequential or indirect damages, including loss unless such damages are reasonably foreseeable as a result of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiplebreach. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI Section 5.6 is referred to as the “"Indemnified Party,” ", and the party against whom such claims are asserted under this ARTICLE VI Section 5.6 is referred to as the “"Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise". The indemnification provided for in Section 6.02(a5.6(b) and Section 6.03(a(c) shall be subject to the following limitations:, except with respect to Claims arising from or in connection with (i) a breach or inaccuracy in a Fundamental Representations, (iii) Open Audit Matters, or new audit matters that arise in the future, including without limitation, any NAL, (iii) a breach of any covenant or agreement relating to taxes of the Company or Seller, or (iv) Disabling Conduct (such Claims being “Unlimited Claims”): (ai) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a5.6(b) or Section 6.03(a(c), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a5.6(a) or Section 6.03(a(b) exceeds $35,000 Twenty Thousand Dollars (the “"Deductible”"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (bii) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), 5.6(b) or (c) as the case may be, shall not exceed 7% of the Purchase Price. (ciii) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (div) Payments by Except with respect to an award pursuant to the Third-Party Claim, an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party not be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fv) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps required by applicable law to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under indemnification afforded by this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) 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 (1) the Hard Cap and the amount of all of the other Obligations owed by the Company Parties to the Indemnified Party for Investors under this Agreement and the other Transaction Documents (other than the indemnification amounts payable under Section 6.02(a10.1(a)) or Section 6.03(a)as of the date of determination, as the case may be, until minus (2) the aggregate amount of all Losses of the payments collected or received by the Investor Representative (and any direct or indirect transferee of the Investor Representative to whom any interest in respect the Revenue Interests is transferred) hereunder as of such date of determination (other than (i) any payments collected or received as a reimbursement of expenses incurred by any Investor Indemnified Party (including attorney’s fees) and (ii) any indemnification payments collected or received pursuant to Section 10.1(a)), minus (3) the aggregate amount collected or received by the Investor Representative (and any direct or indirect transferee of the Investor Representative to whom any interest in the Revenue Interests is transferred) pursuant to the exercise of its rights under Section 6.02(a10.1(a) (without duplication of any amounts collected or Section 6.03(areceived pursuant to clause (2)) exceeds $35,000 (prior to such date of determination to the “Deductible”)extent such amount was not collected or received in connection with a Third Party Claim. Notwithstanding the foregoing, in which event the Indemnifying Party Company Indemnification Cap shall only be required to pay or be liable for Losses in excess of the Deductible. With respect not apply to any claim as to which the Loss suffered by any Investor Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying in connection with a Third Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)Claim. (b) The With respect to indemnification by the Investors pursuant to Section 10.2, the Investor’s maximum liability shall not exceed an amount equal to the excess (if any) of (A) the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) payments collected or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by Investors from the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach Company prior to the Closingdate of determination (excluding any amounts collected or received as a reimbursement of expenses incurred by the Investors or any indemnification amounts collected or received in connection with a Third Party Claim) over (B) the Investment Amount.

Certain Limitations. The party making a claim under this ARTICLE VI Article 11 is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI Article 11 is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) obligations under this Article 11 shall be subject to the following limitations: (a) The Indemnifying Party Neither Seller nor Drake shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a11.2(a), as the case may beand neither Purchaser nor Parent shall be liable for indemnification under Section 11.3(a), until until, in each case, the aggregate amount of all Losses Damages in respect of indemnification under Section 6.02(a11.2(a) or Section 6.03(a11.3(a), as applicable, exceeds Three Hundred Thousand Dollars ($300,000) exceeds $35,000 (the “DeductibleIndemnification Threshold”), in at which event the Indemnifying Party ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇, or Purchaser and Parent, as applicable, shall only be required to pay or be liable for Losses all such Damages in excess of the Deductible. With respect Indemnification Threshold, subject to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series terms and conditions of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)this Agreement. (b) The aggregate amount of all Losses Damages for which an Indemnifying Party Seller or Drake shall be liable pursuant to Section 6.02(a)or Section 6.03(a11.2(a), as or for which Purchaser or Parent shall be liable pursuant to Section 11.3(a), shall not, in either case, exceed Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) (the case may be“Cap”); provided, however that the Cap shall not apply to a breach of any representation or warranty contained in Section 5.18 (Tax Matters) or any breach of any Seller Fundamental Representations or any Purchaser Fundamental Representations. The aggregate amount of all Damages for which Seller and Drake shall be liable pursuant to Section 11.2, on the one hand, and for which Purchaser and Parent shall be liable pursuant to Section 11.3, on the other hand, shall not exceed 7% of the Purchase PricePrice in each case. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in this Article 11 with respect of to any Loss Damages suffered by an Indemnified Party shall be limited to the amount of any liability or damage Damages that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claimclaim (net of any deductible amounts, costs of collection and increases in premiums resulting therefrom). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this AgreementDamages. (d) Payments by Each Indemnified Party shall (and shall cause its Affiliates to) use commercially reasonable efforts to mitigate any claim for Damages that an Indemnifying Indemnified Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Partyasserts under this Article 11. (e) In no event Notwithstanding anything to the contrary set forth in this Article 11, for purposes of the indemnification provisions set forth herein, all of the representations and warranties of Seller, Parent and Purchaser, as the case may be, shall any Indemnifying Party be liable read and interpreted without giving effect to any Indemnified Party for any punitive, incidental, consequential, special “Material Adverse Effect” or indirect damages, including loss of future revenue other “materiality” qualifications or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiplesimilar language. (f) Each Indemnified Party The limitations set forth in this Section 11.4 shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only not apply to the minimum extent necessary to remedy caused by the breach that gives rise to such LossIndemnifying Party’s fraud or intentional or willful acts or omissions. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 5.2 and Section 6.03(a) 5.3 shall be subject to the following limitations: (a) The Aloft Indemnifying Party Parties shall not be liable to the Indemnified Party Company Indemnitees for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, 5.2 until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) 5.2 exceeds $35,000 2% of the Merger Consideration (the “DeductibleBasket”), in which event the Aloft Indemnifying Party Parties shall only be required to pay or be liable for all such Losses in excess of from the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)first dollar. (b) The Company shall not be liable to the Shareholder Indemnitees for indemnification under Section 5.3) until the aggregate amount of all Losses in respect of indemnification under Section 5.3 exceeds the Basket, in which event the Company shall be required to pay or be liable for all such Losses from the first dollar. (c) The maximum aggregate amount of all Losses for which an the Aloft Indemnifying Party shall Parties may be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss 5.2 shall be limited to the aggregate Merger Consideration; provided, however, that with respect any Loss for which the Aloft Indemnifying Parties may be liable pursuant to Section 5.2(a), the maximum aggregate amount of any liability or damage that remains after deducting therefrom any insurance proceeds all Losses for which the Aloft Indemnifying Parties may be liable pursuant to Section 5.2(a) shall be limited to the Escrow Shares; and any indemnityprovided further that, contribution or other similar payment received or reasonably expected the maximum aggregate amount of all Losses for which each Aloft Indemnifying Party may be liable may not exceed the aggregate amount of consideration such Aloft Indemnifying Party actually receives pursuant to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement, except in the case of such party’s own fraud. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach For purposes of this AgreementArticle V, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations representation or warranties of Seller warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in this Agreement if Buyer had knowledge of or otherwise applicable to such inaccuracy representation or breach prior to the Closingwarranty.

Certain Limitations. The party making a claim under this ARTICLE VI VIII is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI VIII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a) exceeds $35,000 30,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The Subject to Section 8.04(c), the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 8.02(a) or Section 6.03(a8.03(a), as the case may be, shall not exceed 7% $300,000. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any Fundamental Warranties or Tax Warranties, with respect to which, the aggregate liability of Seller shall not exceed the Base Purchase Price (the “Cap”), or (ii) Fraud on the part of a party hereto, with respect to which, the aggregate liability of Seller shall not exceed the Base Purchase Price. (cd) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be limited to the amount of any liability Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (de) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, take and cause its Affiliates to take, all use commercially reasonable steps efforts to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a8.1 with respect to Section 8.1(a)(i) and Section 6.03(a8.1(b)(i) and in Section 8.2 with respect to Section 8.2(a)(i) Section 8.2(b)(i) shall be subject to the following limitations: (a) The Indemnifying Party Seller shall not be liable to the Indemnified Party any Purchaser Indemnitee for indemnification under Section 6.02(a8.1(a)(i) or Section 6.03(a), as the case may be, 8.1(b)(i) until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a8.1(a)(i) or and Section 6.03(a8.1(b)(i) exceeds $35,000 10,000 on a cumulative basis (the “Deductible”), in which event the Indemnifying Party Seller shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which ; provided, that the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party Deductible shall not be liable for any individual apply to (i) Losses arising as a result of an inaccuracy or series breach of related a Specified Representation, or (ii) Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)incurred by a Purchaser Indemnitee as a result of fraud. (b) The aggregate amount of all Losses for which an Indemnifying Party Seller shall not be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7% any Purchaser Indemnitee for Losses in excess of an aggregate of the Purchase PricePrice (the “Cap”) with respect to indemnification under Section 8.1(a)(i) and Section 8.1(b)(i); provided, that the Cap shall not apply to: (i) Losses arising as a result of an inaccuracy or breach of a Specified Representation, or (ii) Losses incurred by a Purchaser Indemnitee for Losses incurred as a result of fraud. (c) Payments by an Indemnifying Party pursuant The Purchaser shall not be liable to any Seller Indemnitee for indemnification under Section 6.02(a8.2(a)(i) or Section 6.03(a8.2(b)(i) until the aggregate of all Losses in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this AgreementSection 8.2(a)(i) and Section 8.2(b)(i) exceeds $10,000 on a cumulative basis (the “Purchaser Deductible”), in which event the Purchaser shall only be required to pay or be liable for Losses in excess of the Purchaser Deductible; provided, that the Purchaser Deductible shall not apply to Losses incurred by a Seller Indemnitee as a result of fraud. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss The Purchaser shall not be reduced by an amount equal liable to any Tax benefit realized or reasonably expected Seller Indemnitee for Losses in excess of an aggregate of the Purchase Price (the “Purchaser Cap”) with respect to be realized indemnification under Section 8.2(a)(i) and Section 8.2(b)(i); provided, that the Purchaser Cap shall not apply to Losses incurred by a Seller Indemnitee for Losses incurred as a result of such Loss by the Indemnified Partyfraud. (e) In no event Once a Loss is agreed to by the Indemnitor or finally adjudicated to be payable pursuant to this Article 8, the Indemnitor shall satisfy its obligations within 15 Business Days of such agreement or such final adjudication by wire transfer of immediately available funds. The Parties hereto agree that should an Indemnitor not make full payment of any Indemnifying Party such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnitor or final adjudication to and including the date such payment has been made at a rate per annum equal to ten percent (10%). Such interest shall be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss calculated daily on the basis of future revenue or income, loss a 365 day year and the actual number of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multipledays elapsed. (f) Each Indemnified Party shall takeNotwithstanding Section 8.9(e), in the event that the Indemnitee consents in its sole discretion, once a Loss is agreed to by the Indemnitor or finally adjudicated to be payable pursuant to this Article 8, an Indemnitor may satisfy its obligations (in whole or in part, at the sole discretion of the Indemnitee and depending on the amount then due and the value of Class A Units to be assigned) within 15 Business Days of such agreement or such final adjudication by the transfer and assignment of Class A Units to the Indemnitee (with the value of such Class A Units to be determined in accordance with the valuation provisions of the LLC Agreement). If an Indemnitor desires to satisfy its obligations by the transfer and assignment of Class A Units to an Indemnitee, the Indemnitor will provide a written notice thereof to the Indemnitee, and cause the Indemnitee will have 15 Business Days to accept or reject, in its Affiliates sole discretion, such proposed satisfaction of a Loss. The Parties hereto agree that should an Indemnitor fail to take, all reasonable steps to mitigate any Loss upon becoming aware complete the transfer and assignment of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only such Class A Units to the minimum extent necessary to remedy Indemnitee within 15 Business Days following the breach that gives rise to such Loss. (g) Seller Indemnitee’s acceptance, any amount payable shall not be liable under this ARTICLE VI for any Losses based upon or arising out accrue interest from and including the date of any inaccuracy in or breach of any agreement of the representations Indemnitor or warranties final adjudication to and including the date such payment has been made at a rate per annum equal to ten percent (10%). Such interest shall be calculated daily on the basis of Seller contained a 365 day year and the actual number of days elapsed. If an Indemnitee rejects the satisfaction of a Loss by the transfer of Class A Units, then the Indemnitor shall pay the Indemnitee in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closingimmediately available funds in accordance with Section 8.9(e).

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party Subject to Section 8.04(f) below, Buyer Indemnitees shall not be liable indemnified pursuant to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, until 8.02 with respect to any indemnifiable Loss if the aggregate amount of all payments from Sellers Parties for Losses in respect of indemnification under for which Buyer Indemnitees are indemnified pursuant to Section 6.02(a) or Section 6.03(a) exceeds $35,000 (8.02 has exceeded the “Deductible”)Purchase Price. Notwithstanding the foregoing, in which event the Indemnifying Party Buyer Indemnitees shall only be required to pay or be liable indemnified for all indemnifiable Losses in excess of the Deductible. With respect Purchase Price that arise from or are related to fraud or a deliberate or willful breach or intentional misrepresentation on the part of any claim as to which Seller Party in connection with the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)transactions contemplated by this Agreement. (b) The Subject to Section 8.04(f) below, Seller Indemnitees shall not be indemnified pursuant to Section 8.03 with respect to any indemnifiable Loss if the aggregate amount of all payments from Buyer or Advance America for Losses for which an Indemnifying Party shall be liable Seller Indemnitees are indemnified from Buyer pursuant to Section 6.02(a)or Section 6.03(a)8.03 has exceeded the Purchase Price. Notwithstanding the foregoing, as the case may be, Seller Indemnitees shall not exceed 7% be indemnified for all indemnifiable Losses in excess of the Purchase PricePrice that arise from fraud or a deliberate or willful breach or intentional misrepresentation on the part of Buyer or Advance America in connection with the transactions contemplated by this Agreement. (c) Payments For purposes of this Article VIII, and other than with respect to the representations and warranties set forth in Section 3.06, Section 3.08(a), Section 3.09(a)(xiii), Section 3.10(a), and Section 3.18(c), 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. For all purposes of this Agreement, “Losses” shall be net of (i) any insurance or other recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, but taking into account the present value of any reasonably anticipated premium adjustments, deductibles and other costs associated therewith, and (ii) any Tax benefit actually received by the Indemnified Party or its Affiliates, net of any Tax costs actually incurred by the Indemnified Party or its Affiliates, arising in connection with the accrual, incurrence, or payment of such Losses. (d) No indemnification shall be made for any Loss already previously indemnified by payment by an Indemnifying Party to any Indemnified Party or for any Loss for which a Post-Closing Adjustment was made. (e) Notwithstanding anything herein to the contrary, no Indemnifying Party shall be required to indemnify any Indemnified Party pursuant to Section 6.02(a8.02 or 8.03, as applicable, until all Losses incurred by the Indemnified Party have exceeded One Hundred Thousand Dollars ($100,000.00) (the “Indemnification Threshold”), at which point the Indemnifying Party shall be obligated to indemnify the Indemnified Party from and against all Losses relating back to the first dollar; provided, however, that the Indemnification Threshold shall not apply to any CAM charges, rent, utilities, or Section 6.03(aproperty taxes that are Retained Liabilities and Parent shall promptly pay all such items that are Retained Liabilities and reimburse Buyer within ten Business Days to the extent Buyer pays any such items. (f) in With respect to each Seller, the obligation of any Loss such Seller and Parent to indemnify Buyer Indemnitees shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnitysuch Seller’s Indemnification Cap as shown on Schedule 8.02. Notwithstanding the foregoing, contribution or other similar payment received or reasonably expected for purposes of determining whether Buyer Indemnitees have reached the Indemnification Threshold, all Losses incurred by Buyer Indemnitees shall be aggregated; Buyer Indemnitees shall not have to reach the Indemnification Threshold with respect to each Seller individually to be received by the Indemnified Party in respect of any entitled to indemnification from such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this AgreementSeller. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI Article 7 or Section 8.2 is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI Article 7 or Section 8.2 is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.2, Section 7.3 and Section 6.03(a) 8.2 shall be subject to the following limitations: (a) The Indemnifying Party (i) Seller shall not be liable to the Indemnified Party for indemnification under Section 6.02(a7.2(a) (A) unless the amount of Losses with respect to any claim, or Section 6.03(a)series of related claims arising from the same matter, fact or circumstance in the aggregate, exceeds $50,000 (any claim involving Losses equal to or less than such amount is referred to as the case may be, a “De Minimis Claim”) and (B) until the aggregate amount of all Losses (including De Minimis Claims) in respect of indemnification under Section 6.02(a) or Section 6.03(a7.2(a) exceeds $35,000 1,000,000 (the “Deductible”), in which event the Indemnifying Party Seller shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to , and (ii) the aggregate amount of all Losses for which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party Seller shall not be liable for any individual or series of related Losses which do pursuant to Section 7.2(a) shall not exceed $10,000 15,000,000; provided, that the foregoing clauses (which Losses i) and (ii) shall not be counted toward apply to Losses arising out of or relating to the Deductible). inaccuracy or breach of any Fundamental Representation or Section 3.13 (bTaxes) or to any representation or warranty in the event of fraud. The aggregate amount of all Losses for which an Indemnifying Party Seller shall be liable pursuant to Section 6.02(a)or 7.2 and Section 6.03(a), as the case may be, 8.2 or Buyer shall be liable for pursuant to Section 7.3 shall not exceed 7% of the Purchase Price$105,000,000. (cb) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party (or the Acquired Companies) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (dc) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be actually realized as a result reduction in cash liability for Tax for the taxable year in which the Loss is incurred. (d) In determining whether there has been a breach of any representation, warranty or covenant, and, if applicable, the amount of any Losses in respect of such Loss by the Indemnified Partybreach, any materiality or Material Adverse Effect standard or qualification contained in such representation or warranty shall be disregarded. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. If (fi) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (gA) Seller shall gives Buyer written notice that (1) Seller will not be liable under this ARTICLE VI for any Losses based upon or arising out deliver the certificate required pursuant to Section 6.2(c) because of any an inaccuracy in or breach of any of the representations a representation or warranties of Seller contained in this Agreement if Buyer had knowledge of warranty, (2) describes such inaccuracy or breach prior with reasonable specificity and (3) provides an acknowledgement that such failure to deliver the Closingcertificate required pursuant to Section 6.2(c) permits Buyer to terminate this Agreement without liability to Seller under this Agreement or for any other reason, and (B) notwithstanding such notice, Buyer proceeds to close the transactions contemplated by this Agreement on the terms and conditions provided in this Agreement, then (ii) Buyer shall be deemed to have waived any rights to indemnity or otherwise for an inaccuracy or breach described in such notice it may have otherwise had based on the inaccuracy or breach of the representation or warranty described in such notice.

Certain Limitations. The party making a claim under this ARTICLE VI Article VII is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI Article VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a) exceeds One Hundred Thousand Dollars ($35,000 100,000) (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to The parties agree that any claim for any individual Loss or group of related Losses indemnifiable pursuant to Section 7.02(a) or Section 7.03(a), as applicable, in an amount less than Five Thousand Dollars ($5,000) shall not count towards the applicable Deductible. Notwithstanding anything herein to which the Indemnified Party may be entitled contrary, the limitations set forth in this Section 7.04(a) shall not apply to Losses described in Section 7.02(b)-(d) or Section 7.03(b)-(c), or to Losses incurred by (i) any Buyer Indemnitee in connection with or arising from any breach of any Fundamental Representation of Seller, (ii) any Seller Indemnitee in connection with or arising from any breach of any Fundamental Representation of Buyer, and (iii) any Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual 7.03(a) arising from fraud or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)willful misconduct. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to (x) Section 6.02(a)or 7.02(a) and Section 6.03(a7.02(b) or (y) Section 7.03(a) and Section 7.03(b), as the case may be, shall not exceed 7% Four Million Dollars ($4,000,000); provided, that the limitation set forth in the first clause of this Section 7.04(a) shall not apply to (i) Losses described in Section 7.02(b), or Section 7.03(b) as a result of any willful or intentional breach or non-fulfillment; or (ii) Losses incurred by (A) any Buyer Indemnitee in connection with or arising from any breach of any Fundamental Representation of Seller, or (B) any Seller Indemnitee in connection with or arising from any breach of any Fundamental Representation of Buyer; provided, further, that the maximum aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.02 or Section 7.03, as the case may be, shall not exceed the Purchase Price (the “Cap”). Notwithstanding the foregoing, the Cap shall not apply to Losses described in Section 7.02(c) incurred by any Buyer Indemnitee or Losses incurred by any Buyer Indemnitee or Seller Indemnitee arising from the fraud or willful misconduct of the Purchase PriceIndemnifying Party. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 7.02 or Section 6.03(a) 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds (net of any costs of investigation of the underlying claim and collection), the net present value of any Tax benefits actually recognized by the Indemnified Party, and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party in respect of any such claimLoss. The If the Indemnified Party shall use its commercially reasonable efforts to recover under receives such insurance policies or proceeds, Tax benefit, indemnity, contribution or other similar agreements for any Losses prior payments after being indemnified and held harmless by an Indemnifying Party with respect to seeking a Loss, the Indemnified Party shall promptly return such indemnification under this Agreementup to the amount of such insurance proceeds, Tax benefit, indemnity, contribution or similar payments. (d) Payments by an No Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damagesdamages (collectively, including loss of future revenue “Special Damages”) or incomeany lost profits, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of in value or any damages based on any type of multiple; provided, that Special Damages shall be indemnifiable pursuant to Section 7.02 or Section 7.03, as applicable, to the extent Special Damages are ordered, by a court of competent jurisdiction or other Government Authority, or the award of any arbitrator, or pursuant to a settlement consented to by the Indemnifying Party, to be paid by the Indemnified Party to a third party or are awarded in connection with fraud or willful misconduct. (fe) Each Indemnified Party shall take, and cause its Affiliates Subsidiaries to take, all commercially reasonable steps to mitigate any Loss as soon as reasonably practicable upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The (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 7.1; provided that if any Claim has been asserted in writing by notice from the non-breaching party making a claim under 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 VI is referred to as the “Indemnified Party,” Article 7 and 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 against whom has been actually reimbursed for such claims are asserted amount under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, provision of this Agreement; or (B) such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power party would be entitled to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall 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 6.02(a) Sections 7.2 or Section 6.03(a)7.3, as the case may be: (A) no investigations, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) inspections or Section 6.03(a) exceeds $35,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay due diligence undertaken by or be liable for Losses in excess on behalf of the Deductible. With respect to any claim as to which Indemnified Party; or (B) the fact that the Indemnified Party may or any of its Representatives knew or should have known that any representation or warranty is, was or might be entitled inaccurate, will, or will be deemed to, affect, mitigate, modify, waive, diminish the scope of or otherwise affect the Losses available to indemnification the Indemnified Party regarding such matters under Section 6.02(a) Sections 7.2 or Section 6.03(a)7.3, as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI VIII is referred to as the “Indemnified Party,” and the party against whom such claims are claim is asserted under this ARTICLE VI VIII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a8.02(a) or Section 6.03(a) 8.03(a), as applicable, exceeds $35,000 50,000.00 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With Notwithstanding the foregoing, the Deductible shall not apply to Losses (i) arising out of any inaccuracy in or breach of any Fundamental Representation, (ii) for the avoidance of doubt, arising out of or in respect to any claim as to which the Indemnified Party may be entitled to indemnification under of Section 6.02(a8.02(b), Section 8.02(c), Section 8.03(b) or Section 6.03(a8.03(c), as the case may beor (iii) resulting from fraud, willful breach or willful misconduct or intentional misrepresentation by the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)Party. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 8.02(a) or Section 6.03(a8.03(a), as the case may be, shall not exceed 7% the Cash Consideration (the “Cap”). Notwithstanding the foregoing, the Cap shall not apply to Losses (i) arising out of any inaccuracy in or breach of any Fundamental Representation, (ii) arising out of or in respect of Section 8.02(b), Section 8.02(c), Section 8.03(b) or Section 8.03(c), or (ii) resulting from fraud, willful breach or willful misconduct or intentional misrepresentation by the Purchase PriceIndemnifying Party. (c) For purposes of this ARTICLE VIII with respect to the calculation of any Losses, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Transferor Material Adverse Effect, Acquiror Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party in respect of any such claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other chargebacks (it being agreed that, 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). The Indemnified Party shall use its commercially reasonable efforts to recover seek recovery under applicable insurance policies or indemnity, contribution or other similar agreements for any Losses Losses; provided, however, that the Indemnified Party shall have no obligation to: (i) seek such recovery prior to seeking indemnification making a claim for indemnification, compensation or reimbursement under this Agreement. ARTICLE VIII; (dii) Payments by an Indemnifying Party pursuant to Section 6.02(a) seek such recovery if such recovery would give such insurer or Section 6.03(a) in respect other third party a right of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by subrogation against the Indemnified Party. ; or (eiii) In no event shall any Indemnifying Party be liable obtain insurance coverage or other third party protection with respect to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multipleparticular matter. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.2(a) or Section 6.03(a8.3(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 6.02(a8.2(a) or Section 6.03(a) 8.3(a), as applicable, exceeds $35,000 225,000 (the “Deductible”), in which event the Indemnifying Party shall only then be required to pay or be liable for Losses in excess of without regard to the Deductible. With For purposes of calculating the amount of any Loss with respect to any claim as to which inaccuracy in or breach of any representation or warranty, any materiality, Material Adverse Effect or other similar qualifications in the Indemnified Party may representations and warranties shall be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as disregarded except in the case may be, of the Indemnifying Party shall not be liable for any individual or series first sentence of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)Section 3.12. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 8.2(a) or Section 6.03(a8.3(a), as the case may be, shall not exceed 7% $2,250,000; provided, however, that the foregoing limitation shall not apply to (i) claims for indemnification for any inaccuracy in or breach of any Fundamental Representation, (ii) claims for indemnification for any inaccuracy in or 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 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 6.02(a) 8.2 or Section 6.03(a) 8.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.2 or Section 6.03(a) 8.3 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be actually realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE Article VI is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE Article VI is referred to as the “Indemnifying Party.” “Affiliate” ”. For purposes of a person this Article VI, (a) if the Parent or entity means the Surviving Company is the Indemnified Party, any other person or entity that directly or indirectlyreferences to Indemnifying Party (except provisions relating to an obligation to make payments) shall be deemed to refer to the Holder, through one or more intermediariesand (b) if Parent comprises the Indemnifying Party, controlsany references to the Indemnified Party shall, is controlled bywithout limiting Section 6.06, or is under common control with, such person or entity. The term “control” (including be deemed to refer to the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwiseHolder. The indemnification provided for in Section 6.02(a) 6.02 and Section 6.03(a) 6.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 50,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or and be liable for all such Losses in excess from the first dollar. The aggregate amount of the Deductible. With respect to any claim as to all Losses for which the Indemnified each Indemnifying Party may shall be entitled to indemnification liable under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses 10,000,000. Notwithstanding the foregoing, the Deductible and other limitations set forth in this Section 6.04(a) shall not be counted toward the Deductible)apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any Company Fundamental Representations or Parent Fundamental Representations, (ii) any other matter for which indemnification is required hereunder other than any inaccuracy in or breach of a representation and warranty of an Indemnifying Party or (iii) fraud. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 6.02 or Section 6.03(a) 6.03 in respect of any Loss shall be limited to the amount of any liability or damage Losses that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses Losses, but shall not be required to pursue such insurance policies or indemnity, contribution or similar payments or exhaust such alternative remedies or sources of recovery prior to seeking indemnification under this Agreement. (c) For purposes of Section 6.02(a) or Section 6.03(a), references to “material,” “materiality” or “Material Adverse Effect” (other than such references in Section 3.21(a) and any references to the term “Material Contracts”) shall be disregarded for the purposes of determining the existence of any inaccuracy in or breach of any representations of warranties in this Agreement and the amount of Losses based upon, arising out of, with respect to or by reason of any such inaccuracy or breach. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) 6.02 or Section 6.03(a) 6.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit actually realized or reasonably expected with respect to be realized the taxable year in which the Loss occurs as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating subject to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiplelimitations set forth therein. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party Shareholders shall not be liable to the Indemnified Party Parent Indemnitees for indemnification under Section 6.02(a8.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a8.02(a) exceeds $35,000 400,000 (the “Deductible”), in which event the Indemnifying Party Shareholders shall only be required to pay or be liable for all such Losses in excess of $400,000. Notwithstanding the Deductible. With respect to any claim as to which foregoing, after the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may beDeductible has been satisfied, the Indemnifying Party Shareholders shall not be liable to Parent Indemnitees for indemnification under Section 8.02(a) for Losses for any individual claim in an amount less than $35,000 (the “De Minimis Threshold”), except with respect to Losses for individual claims that arise under either the first or series second sentence of related Losses which do not exceed Section 3.10(f) or the first sentence of Section 3.11, the De Minimis Threshold shall be $10,000 (which Losses shall not be counted toward the Deductible). (b) 50,000. The aggregate amount of all Losses for which an Indemnifying Party Shareholders shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 8.02(a) shall not exceed 7% $7,000,000 (the “Cap”). (b) Parent shall not be liable to the Shareholder Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Deductible, in which event Parent shall be required to pay or be liable for all such Losses in excess of the Purchase PriceDeductible, subject to the De Minimis Threshold. The aggregate amount of all Losses for which Parent shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Fundamental Representations or the Tax Representations, provided that, in no event shall the aggregate liability under Section 8.02 of all Shareholders or the liability of any individual Shareholder in respect of any Losses, individually or in the aggregate (including when aggregated with liability for all other breaches of representations, warranties, covenants, or agreements) exceed the Total Merger Consideration actually received by such Shareholder(s). For the avoidance of doubt, for purposes of this Section 8.04(c), “Total Merger Consideration actually received by such Shareholders” shall include (A) all Third Party Debt and (B) all Escrow Funds released to the Shareholders. To the extent that any Losses resulting from (i) breaches of Fundament Representations, (ii) breaches of the covenants, including under Sections 5.05 or 5.06, or (iii) matters described in Section 8.02(e), are attributable solely to a misrepresentation or other act or omission by an individual Shareholder or less then all Shareholders then such Losses shall be the responsibility of such individual Shareholder or group of Shareholders who shall bear such Losses (“Non Pro Rata Losses”) in accordance with their respective fault, and no other Shareholder shall be liable to Parent Indemnitees for such Losses other than by recourse to the Indemnification Escrow Fund. (d) For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty except that the following qualifications shall be taken into account: (i) use of the word “Material” as used in the defined terms “Material Contracts,” “Material Customers,” and “Material Suppliers,” (ii) references to “material” found in each of Sections 3.07, 3.08(g), 3.08(n), 3.09, 3.10(d), 3.10(h), 3.12(a), 3.12(b), 3.12(f), 3.15, 3.18(b), 3.19(i), 3.20(b) and (iii) reference to “Material Adverse Effect” contained in Section 3.08(a). (e) To avoid double-counting, any Loss for which any party hereto would otherwise be obligated to provide indemnification hereunder will be offset to the extent such Loss is reflected in the determination of the Final Total Merger Consideration. (f) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) this Article VIII in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party Parent or any of its Affiliates in respect of such Loss, provided that (a) in no event will there be any deduction for the proceeds from any insurance for which the premiums are paid by Parent or any of its Affiliates after the Closing Date and (b) any such claim. The Indemnified Party deduction shall use be after reduction of any costs, fees or expenses incurred by Parent or any of its commercially reasonable efforts to recover under Affiliates in collecting any such insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreementproceeds. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fg) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (gh) Seller shall not be liable In the event of a claim for Losses under this ARTICLE VI for any Losses based upon Section 8.02(a) on account of a breach or arising out of any inaccuracy in or breach violation of any of the representations or and warranties set forth in Section 3.19 hereof for which a Landlord agrees in writing that Landlord is obligated to the Company as tenant under Section 13F of Seller contained the applicable Real Estate Lease (a “Accepted Lease Claim”), then the Parent Indemnitees may assert a claim under this Article VIII on account of such Losses addressed by the Accepted Lease Claim and may give notice to the Escrow Agent under the Escrow Agreement in accordance with this Article VIII and subject to this Section 8.04(h). So long as the applicable Landlord is diligently performing its obligations under Section 13F of the applicable Real Estate Lease in relation to the Accepted Lease Claim, no Parent Indemnitee may further pursue a claim for Losses subject to the Accepted Lease Claim under this Article VIII, including Section 8.05 hereof. Promptly upon a Landlord’s completion of its obligations under Section 13F of the applicable Real Estate Lease for an Accepted Lease Claim, the Shareholder Representative shall deliver to Parent a report certifying as to such completion, as well as reasonably appropriate supporting documentation (a “Completion Report”). At Parent’s discretion following receipt of a Completion Report, (i) for those items of the Completion Report with which Parent agrees, Parent Indemnitees will withdraw claims for Losses under the Agreement applicable to the Accepted Lease Claim relating to such items and authorize the release by the Escrow Agent of any funds being held solely with respect to such items in accordance with the terms of the Escrow Agreement and (ii) for those items of the Completion Report with which Parent does not agree, Parent Indemnitees may continue to pursue its claim for Losses associated with such items under this Article VIII, including Section 8.05. Notwithstanding the foregoing, nothing set forth in this Agreement if Buyer had knowledge Section 8.04(h) shall in any way limit the ability of such inaccuracy or breach prior any Parent Indemnitees from pursuing any claim at any time for Losses under Section 8.02(a) to the Closingextent such claim relates to Losses that are not expressly subject to an Accepted Lease Claim, even if such Losses relate to the same or similar facts as those facts subject to an Accepted Lease Claim. If a Parent Indemnitee may, in compliance with this Section 8.04(h) and Section 13F of the Real Estate Leases, pursue both a claim against one or both of the Landlords and a claim against the Shareholders, then any Losses payable hereunder shall be reduced, to the extent, if any, that such Losses are reduced by the actions of the Landlords.

Certain Limitations. The party Party making a claim under this ARTICLE VI VIII is referred to as the “Indemnified Party,” ”, and the party Party against whom such claims are asserted under this ARTICLE VI VIII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.3 and Section 6.03(a) 8.4 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.3(a) or and Section 6.03(a8.4(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a8.3(a) or and Section 6.03(a8.4(a) exceeds $35,000 one-half percent (0.5%) of the Base Purchase Price (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for the portion of such Losses in excess of exceeding the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 8.3(a) or Section 6.03(a8.4(a), as the case may be, shall not exceed 7% ten percent (10%) of the Base Purchase Price. (c) The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.4 shall not exceed the amount of the Purchase Price actually received by Seller. (d) Notwithstanding anything to the contrary contained in this Agreement, any Claim relating to fraud in connection with this Agreement or the transactions contemplated hereby shall survive the execution and delivery of this Agreement and the limitations set forth in this Section 8.5 shall not apply. (e) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.3 or Section 6.03(a) 8.4 in respect of any Loss shall be limited to the amount of any liability Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (df) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified PartyIN ANY CLAIM FOR INDEMNIFICATION UNDER THIS AGREEMENT, NO PARTY SHALL BE REQUIRED TO INDEMNIFY ANY INDEMNIFIED PARTY FOR SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR REVENUE, ANY MULTIPLE OF REDUCED CASH FLOW, INTERFERENCE WITH OPERATIONS, OR LOSS OF LENDERS, INVESTORS OR BUYERS. (eg) In no event shall For the purposes of determining the amount of Loss resulting from any Indemnifying Party such breach, the determination shall, in each case, 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 made without references to the breach terms “material,” “materiality,” “material adverse effect” or alleged breach of this Agreement, other similar qualifications as to materiality contained in any such representation or diminution of value or any damages based on any type of multiplewarranty. (fh) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (gi) Seller shall not be liable under this ARTICLE VI VIII for any Losses based upon or upon, arising out of or relating to any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge Knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The Indemnifying Party Parent Indemnitees shall not be liable entitled to the Indemnified Party for indemnification under recover any Losses pursuant to Section 6.02(a7.02(a) or Section 6.03(a), as (except in the case may be, of Losses resulting from (i) breaches of the Fundamental Representations or (ii) fraud or intentional misrepresentation by the Company) until the aggregate amount of all Losses in respect of indemnification under that are indemnifiable pursuant to Section 6.02(a7.02(a) or Section 6.03(a) exceeds exceed $35,000 975,000 (the “Deductible”), in which event case the Indemnifying Party Parent Indemnitees shall only be required entitled to pay or be liable for recover Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible).; (b) The Stockholder Indemnitees shall not be entitled to recover any Losses pursuant to Section 7.03(a) (except in the case of Losses resulting from (i) breaches of the Fundamental Representations, (ii) fraud or intentional misrepresentation by Parent or Merger Sub or (iii) fraud or intentional misrepresentation by Surviving Corporation, but only with respect to actions taken by Surviving Corporation after the Effective Time) until the aggregate amount of all Losses for which an Indemnifying Party shall be liable that are indemnifiable pursuant to Section 6.02(a)or Section 6.03(a)7.03(a) exceed the Deductible, as in which case the case may be, Stockholder Indemnitees shall not exceed 7% only be entitled to recover Losses in excess of the Purchase PriceDeductible. (c) Payments by an Indemnifying Party The Parent Indemnitees shall not be entitled to recover Losses pursuant to Section 6.02(a7.02(a) (except in the case of Losses resulting from (i) breaches of the Fundamental Representations or (ii) fraud or intentional misrepresentation by the Company) which in the aggregate exceed the Indemnification Escrow Amount (the “Cap”); provided, however, that the aggregate amount of Losses which the Parent Indemnitees may be entitled to recover (x) pursuant to Section 7.02(a) resulting from breaches of the Fundamental Representations, (y) pursuant to Section 7.02(a) resulting from fraud or intentional misrepresentation by the Company, or (z) pursuant to Section 7.02(b), (c), (d), (e) or Section 6.03(a(f) in respect of any Loss shall be limited to not exceed the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this AgreementEnterprise Value. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss No Priority Preferred Stockholder shall be reduced by an amount equal to liable hereunder for any Tax benefit realized or reasonably expected to be realized as a result Losses which in the aggregate exceed such Priority Preferred Stockholder’s Indemnification Obligation Pro Rata Share of such Loss by the Indemnified PartyMerger Consideration. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach For purposes of this AgreementArticle VII, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations representation or warranties of Seller warranty (other than those set forth in Section 3.06 or Section 3.08) shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in this Agreement if Buyer had knowledge of such inaccuracy representation or breach prior to the Closingwarranty.

Certain Limitations. The party making a claim under this ARTICLE VI Article VII is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI Article VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a) exceeds $35,000 10,000,000 (the “Deductible”), in after which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible$5,000,000. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 200,000 (which Losses shall not be counted toward the Deductible).; (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.02(a) or Section 6.03(a7.03(a), as the case may be, shall not exceed seven percent (7% %) of the Final Purchase Price.; (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 7.02 or Section 6.03(a) 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Companies) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement.; (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect In calculating the amount of any Loss Loss, there shall be reduced by deducted an amount equal to any net Tax benefit realized or reasonably expected to be realized as a result of resulting from such Loss realizable by the Indemnified Party.Party or its Affiliates; (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidentalexemplary, consequential, special or indirect damages, including loss of future revenue or incomespecial, loss of business reputation or opportunity or diminution in value damages relating to the breach or alleged breach of this Agreement, or diminution any Losses that are consequential or indirect in nature and are not the reasonably foreseeable result of value a breach or alleged breach by the Indemnifying Party of this Agreement (except, in each case, any damages based on any type of multiplesuch indemnifiable Losses that are recovered by a third party in connection with a Third-Party Claim). (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.; (g) Notwithstanding any provision herein to the contrary, no indemnity may be sought hereunder in respect of any Losses to the extent such Liability (A) is reflected in calculations of the Estimated Cash, Estimated Indebtedness, Estimated Other Adjustments and Estimated Net Working Capital (as the same may be adjusted pursuant to Section 2.03) or (B) was taken into account in determining the Net Adjustment Amount; (h) The indemnification provisions of this Agreement (i) shall be the sole and exclusive remedy (other than under the Seller Parent Guaranty or for injunctive relief or specific performance as contemplated by Section 9.12 or claims for actual fraud) following the Closing with respect to any breach or non-fulfillment of any representation, warranty, agreement, covenant or any other obligation contained in this Agreement, (ii) shall apply without regard to, and shall not be liable under this ARTICLE VI for subject to, any Losses based upon limitation by reason of set-off, limitation or arising out otherwise and (iii) are intended to be comprehensive and not to be limited by any requirements of Law concerning prominence of language or waiver of any inaccuracy legal right under any Law (including rights under any workers compensation statute or similar statute conferring immunity from suit). Without limiting the generality of this Section 7.04, in no event shall any party, its successors or breach permitted assigns be entitled to claim or seek rescission of the transactions contemplated by this Agreement. Each of the parties hereto expressly waives all rights under California Civil Code § 1542 (and any similar, comparable, or equivalent law of any state or territory of the United States, or principle of common law) as to all released claims. California Civil Code § 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The parties hereto intend for the terms of Section 7.04(h) to apply to any claims covered by the scope described therein and herein, including those claims which they do not presently known to exist at this time. The parties hereto understand that, except for the representations or and warranties of Seller contained expressly set forth in Article III, the facts upon which they have based their respective decisions to enter into this Agreement if Buyer had knowledge may hereafter prove to be different from the facts now known or believed by them, and they hereby accept and assume the risk thereof and agree that this Agreement shall be and shall remain, in all respects, effective and not subject to termination or rescission by reason of any such inaccuracy or breach prior to the Closingdifference in facts.

Certain Limitations. The party making a claim under this ARTICLE VI VII is also referred to herein as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The right of the Buyer Indemnitees to be indemnified pursuant to this ARTICLE VII shall be the sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of any Seller or on the part of the Company prior to the Closing, in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement. The right of the Seller Indemnitees to be indemnified pursuant to this ARTICLE VII shall be the sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of Parent, Buyer, or on the part of the Company after the Closing, in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement. No current or former member, shareholder, board member, officer, employee, Affiliate or advisor of the Company or any Seller (solely in their capacity as such) shall have any liability of any nature to Buyer or any Affiliate of Buyer with respect to any breach of any representation, warranty, covenant, agreement or obligation contained in, or any other breach of, this Agreement. (b) No Indemnifying Party shall not be liable to the an Indemnified Party for indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a) exceeds $35,000 250,000 (or in the case of each Seller, such Seller’s Pro Rata Portion of $250,000) (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the an Indemnified Party may be entitled to indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible) Notwithstanding the foregoing, the limitations set forth in this Section 7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03(c), Section 3.21, Section 4.01, Section 4.04 and Section 4.05. (bc) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.02(a) or Section 6.03(a7.03(a), as the case may be, shall not exceed 7% twelve and one-half percent (12.5%) of the Purchase Price (or in the case of each Seller, twelve and one-half percent (12.5%) of such Seller’s Pro Rata Portion of the Purchase Price). The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 3.01, Section 3.03(c), Section 3.21, Section 4.01, Section 4.04 or Section 4.05, as the case may be, shall not exceed the Purchase Price (or in the case of each Seller, such Seller’s Pro Rata Portion of the Purchase Price). No Seller shall be required to make any indemnification payments in respect of the inaccuracy in or breach of any representations or warranties of another Seller under Section 3.01, Section 3.03(c) and 0. (cd) Payments by an Indemnifying Party pursuant to Section 6.02(a) or 7.02 and Section 6.03(a) 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the an Indemnified Party (or the Company) in respect of any such claim. The Each Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (de) Payments by an Indemnifying Party pursuant to Section 6.02(a) or 7.02 and Section 6.03(a) 7.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be actually realized as a result of such Loss by the each Indemnified Party. (ef) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent such damages are actually awarded to a Governmental Authority or other third party. (fg) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The Any party making a claim under this ARTICLE VI Section 5.4 is referred to as the “"Indemnified Party,” ", and the party against whom such claims are asserted under this ARTICLE VI Section 5.4 is referred to as the “"Indemnifying Party.” “Affiliate” ", provided that where the Indemnifying Party comprises the Antev Vendors, they shall be severally liable in respect of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwiseclaim. The indemnification provided for in Section 6.02(a) 5.2 and Section 6.03(a) 5.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) 5.2 or Section 6.03(a)5.3, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) 5.2 or Section 6.03(a) 5.3 exceeds $35,000 1,000,000 (the “"Deductible”"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) 5.2 or Section 6.03(a)5.3, as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 100,000 (which Losses shall not be counted toward the Deductible).; (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 5.2 or Section 6.03(a), 5.3 as the case may be, shall not exceed 75% of the Purchase Price.aggregate of (i) the value at Closing of the Consideration Shares and (ii) the Contingent Consideration which (in the case of each Antev Vendor) is earned by that Antev Vendor, and provided that the aggregate liability of each Antev Vendor under or in connection with this Agreement shall in any event not exceed 50% of (i) the value at Closing of the Consideration Shares and (ii) the Contingent Consideration which is actually received by that Antev Vendor; (c) Payments by an Liability of the Indemnifying Party pursuant to Section 6.02(a) 5.2 or Section 6.03(a) 5.3 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party Purchaser shall use its commercially reasonable efforts endeavours to recover under insurance policies or indemnity, contribution or other similar agreements benefiting it (or its Affiliates, including following Closing, Antev and the Antev Subsidiary), for any Losses prior to seeking indemnification under this Agreement.; (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) 5.2 or Section 6.03(a) 5.3 in respect of any Loss shall be reduced by an amount equal to any the amount by which a cash Tax liability of the Indemnified Party is reduced within twelve months of Closing by the use or the set-off of Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party.; (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple.; (f) Each Indemnified Party shall takeuse, and cause its Affiliates to takeuse, all reasonable steps endeavours to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give gives rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.. Nothing in this Section 5 shall in any way diminish the Indemnified Party's common law obligation to mitigate any Loss or liability which might be the subject of a claim hereunder; (g) Seller The Antev Vendors shall not be liable under this ARTICLE VI Article 5 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller Antev contained in this Agreement if Buyer the Purchaser had knowledge of such inaccuracy or breach prior to the Closing; (h) The Purchaser shall not be liable under this Article 5 for any Losses based upon or arising out of any inaccuracy in or breach of any of the warranties of the Purchaser contained in this Agreement if Antev had knowledge of such inaccuracy or breach prior to the Closing; (i) No Indemnifying Party shall be liable for any Loss to the extent it arises, or its value is increased, as a result of: (i) a change in any law, legislation, rule or regulation (including any new law, legislation, rule or regulation) that comes into force or otherwise takes effect after Closing; (ii) any voluntary act, omission, transaction or arrangement of the Indemnified Party (or its Affiliates including, in the case of the Purchaser, following Closing, Antev and the Antev Subsidiary) on or after Closing, except where such act, transaction, omission or arrangement was carried out or effected pursuant to a legally binding obligation entered into on or before the date of this Agreement, or to comply with applicable law; (iii) any voluntary act, omission, transaction or arrangement carried out at the written request of, or with the written consent of the Indemnified Party; or (iv) any change in the accounting reference date, bases, policies, practices or methods applied in preparing any accounts or valuing any assets or liabilities (for accounting purposes) of Antev or the Antev Subsidiary introduced after Closing (other than to the extent such changes are necessary to comply with applicable law or generally accepted accounting principles in force at or prior to Closing); (j) No Indemnifying Party shall be liable for any Loss where (and to the extent that) such Loss is based upon a contingent liability unless and until such liability becomes an actual liability, provided that the 9-month period for commencing proceedings in respect of that Loss as specified in Section 5.1 shall not begin to run until the date on which the liability in respect of such Loss ceases to be contingent or becomes quantifiable. (k) Nothing in this Agreement applies to exclude or limit any party's liability where and to the extent that a claim arises as a result of fraud. (l) No Indemnified Party shall be entitled to recover damages, obtain payment, reimbursement or restitution more than once in respect of any particular loss, shortfall, damage or breach suffered in respect of a claim under this Agreement. (m) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 5.2 or Section 5.3, as the case may be, in respect of any Losses arising from or in connection with any deductions which the Indemnified Party is permitted to make under Section 2.12 and no Indemnified Person shall be liable for any such Losses except to the extent of any deductions permitted to be made under Section 2.12 in respect of such Indemnified Person.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as (i) Notwithstanding the “Indemnified Partyforegoing,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a1) The Indemnifying Party shall not no claim may be liable made by the Buyer Indemnitees pursuant to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a6.2(a)(i), as the case may be, unless and until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a6.2(a)(i) exceeds $35,000 100,000 (the “DeductibleBasket Amount”), in which event and thereafter, the Seller Indemnifying Party Parties shall only be required to pay or be liable for all Losses in excess of the Deductible. With respect to any claim as to which Basket Amount, until the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as aggregate amount of such Losses is $200,000 (the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible“Deductible Amount”). (b2) The From and after the time that the aggregate amount of all Losses in respect of indemnification under Section 6.2(a)(i) exceeds the Deductible Amount, Buyer, on the one hand, and the Seller Indemnifying Parties, on the other hand, shall bear an equal portion of the Losses until the aggregate total amount for which an all Losses is equal to the Retention Amount; provided that the Seller Indemnifying Party Parties shall be liable solely responsible for all Losses arising from or related to Fraud committed by a Seller Indemnifying Party. (ii) The indemnification obligation of the Seller Indemnifying Parties pursuant to Section 6.02(a)or Section 6.03(a6.2(a)(i), as the case may beother than a claim for indemnification arising from any breach or inaccuracy of any IP Representations, any Fundamental Representation, or Fraud, shall not exceed 7% of be limited to sums held in the Purchase PriceIndemnity Escrow Account. (ciii) Payments by Other than for Fraud, the aggregate amount of Losses recoverable from the Seller Indemnifying Parties for IP Claims shall be limited to $20,000,000 (the “IP Cap”). (iv) Other than for Fraud, the aggregate amount of Losses recoverable from the Seller Indemnifying Parties for an Agreed Indemnity Event shall be limited to $2,000,000 (the “Agreed Indemnity Event Cap”). (v) Notwithstanding anything in the foregoing, the aggregate amount of Losses recoverable from the Seller Indemnifying Party Parties for any claim for indemnification pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss this Agreement, including Fundamental Claims and Fraud, shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by Purchase Price (the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement“Purchase Price Cap”). (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party party(ies) making a claim under this ARTICLE VI Article VII is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI Article VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) 7.02 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a7.02(a)(i) or Section 6.03(a), as the case may be, 7.02(b)(i) until the aggregate amount of all Losses Damages in respect of indemnification under Section 6.02(a7.02(a)(i) or Section 6.03(a(b)(i), as applicable, (without giving effect to any materiality, Material Adverse Effect or similar qualification limiting the scope of any representation or warranty that is the subject of an indemnification claim) exceeds $35,000 25,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses Damages in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses Damages for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as (i) Sections 7.02(a)(i) or (b)(i) (other than in respect of the case may be, Fundamental Representations) shall not exceed 7% seventy-five percent (75%) of the Purchase Price, (i) Sections 7.02(a)(i) or (b)(i) (in respect of any of the Fundamental Representations) shall not exceed the Purchase Price and (iii) Sections 7.02(a)(ii), (a)(iii), (b)(ii) or (b)(iii) shall not exceed the Purchase Price. In addition, the aggregate amount of all Damages for which an Indemnifying Party shall be liable pursuant to 7.02(a) or (b) shall not exceed the Purchase Price. For purposes of Article VII, Seller and Controlling Owners, on the one hand, and Buyer and Parent, on the other, are together considered an Indemnify Party. Such limitations shall not apply in the case of fraud. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) 7.02 in respect of any Loss Damages shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The , in each case net of deductibles, and all out-of-pocket costs and expenses of recovery of such proceeds (it being understood that no Indemnified Party shall use its commercially reasonable efforts have any obligation to recover under acquire or maintain any insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreementcoverage). (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any: (i) damages that are remote or unforeseeable; or (ii) any punitive, incidental, consequential, special punitive or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating exemplary damages except to the breach extent paid or alleged breach payable by any Indemnified Party to any third party. Such limitations shall not apply in the case of this Agreement, or diminution of value or any damages based on any type of multiplefraud. (fe) Each Indemnified Party Controlling Owner’s liability under this Article VII shall take, be limited to be no more than the product of Damages for which Buyer is entitled to Indemnification and cause its Affiliates such Controlling Owner’s the pro rata portion of ownership interest in the Seller immediately prior to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller Closing. Such limitation shall not be liable under this ARTICLE VI for apply, as to any Losses based upon or arising out Controlling Owner, in the case of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of fraud by such inaccuracy or breach prior to the ClosingControlling Owner.

Certain Limitations. The party Party making a claim under this ARTICLE VI Article VIII is referred to herein as the “Indemnified Party,” and the party Party against whom which such claims are asserted under this ARTICLE VI Article VIII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.2 and Section 6.03(a) 8.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, 8.2 until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) 8.2 exceeds $35,000 25,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be8.2, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed less than $10,000 1,000 in the aggregate (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 8.2 shall not exceed 7% $150,000; provided, however that this liability cap will not apply to Losses arising out of (i) Section 8.2(i) to the extent arising from a breach of the representations and warranties set forth in Sections 4.2, 4.3, 4.5 and 4.13, (ii) Section 8.2(ii) or (iii), (iii) Section 8.3(i) to the extent arising from a breach of the representations and warranties set forth in Sections 5.2 or 5.3, (iv) Section 8.3(ii) or (iii), or (v) fraud or intentional misrepresentation; provided, further, however, in no event shall Seller be liable for an aggregate amount of Losses in excess of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) Article VIII in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any tax benefits, insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(aFor purposes of determining whether there has been a breach and the amount of any Losses that are the subject matter of a claim under Sections 8.2(i) or Section 6.03(a) 8.3(i), each representation and warranty in respect of any Loss shall Article IV or Article V will be reduced by an amount equal read without regard to any Tax benefit realized materiality, Material Adverse Effect or reasonably expected other similar qualification contained in or otherwise applicable to be realized as such representation or warranty; provided, however, that such materiality scrape shall not apply to the determination of a result of such Loss by breach the Indemnified Partyrepresentations and warranties set forth in Section 4.17. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special damages that are punitive or indirect damages, including based on loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, Agreement or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer Purchaser had actual knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party Except for indemnification under Section 6.02(a) claims arising from Intentional Fraud, criminal activity or Section 6.03(a)willful breaches of covenants, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable any Damages for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party Seller shall be liable pursuant to Section 6.02(a)or 7.2(a)(i) shall be satisfied solely by recovery by Buyer under the Indemnification Insurance Policy and Buyer will have no recourse against the Seller with respect to any such Damages, whether or not the entirety of any such Damages is covered by the Indemnification Insurance Policy or whether or not the Indemnification Insurance Policy has expired, been terminated or lapsed; provided that (i) the Seller shall be directly liable to the Buyer Indemnified Persons for such Damages pursuant to Section 6.03(a7.2(a)(i) in excess of the Indemnification Deductible up to an amount not to exceed $250,000 (the “Cap”), as and (ii) the Seller shall have no liability for indemnification under Section 7.2(a)(i) unless and until the aggregate amount of such Damages exceeds $250,000 (the “Indemnification Deductible”); and provided further that in the case may beof any inaccuracy in or breach of any Company Fundamental Representation, the Seller shall be directly liable to the Buyer Indemnified Persons to the extent such Damages are not covered by the Indemnification Insurance Policy for any reason other than the lack of good faith efforts by the Buyer Indemnified Persons to seek recovery thereunder and comply with the terms and conditions thereof (including the deductible provided for therein, the coverage limit being exceeded or coverage being denied), up to an amount equal to the Purchase Price actually received by the Seller pursuant to this Agreement. (b) Notwithstanding anything to the contrary herein, except for Damages resulting from Intentional Fraud, criminal activity or willful breaches of covenants, (i) the aggregate liability of the Seller for all Damages under Section 7.2(a) shall not exceed 7% the aggregate Purchase Price actually received by the Seller pursuant to this Agreement, and (ii) the aggregate liability of Buyer for all Damages under Section 7.2(b) shall not exceed the aggregate Purchase PricePrice actually paid by the Buyer pursuant to this Agreement. (c) Payments by an Indemnifying Party pursuant The parties hereto expressly waive any claim to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special punitive or indirect damagesindirect, including loss of future revenue lost profits, diminution in value, special, exemplary or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value similar damages or any damages based on any type of multiple, except, in each case, (i) in the event of diminution of value to the extent that such diminution of value is the probable and reasonably foreseeable result of the applicable breach of a representation, warranty, covenant or agreement hereunder, (ii) to the extent actually recovered by a third party (including a Governmental Body) from an Indemnified Person, or (iii) in the event of Intentional Fraud, criminal activity or willful breaches of covenants. (d) An Indemnified Person entitled to indemnification by an Indemnifying Person pursuant to this Article VII with respect to any claim or group of related claims shall only be entitled to recover once for such claim or group of related claims notwithstanding that such claim or group of related claims may constitute a breach of two or more representations and/or warranties set forth in this Agreement. (e) No Buyer Indemnified Person shall be entitled to indemnification under this Agreement (i) in respect of any Damages to the extent such Damages were taken into account in the calculation of the Final Closing Working Capital, Company Indebtedness or Company Transaction Expenses, or (ii) for any Damages relating to any matter to the extent that there is included in the Interim Financial Statements a specific liability or reserve relating to such matter. (f) Each Indemnified Party shall take, For purposes of determining (i) whether there has been any misrepresentation or breach of a representation or warranty and cause its Affiliates to take(ii) the amount of any Damages resulting therefrom, all reasonable steps qualifications or exception in any representation or warranty relating to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only referring to the minimum extent necessary to remedy the breach that gives rise to such Lossterms “material”, “materiality”, “Material Adverse Effect”, “in all material respects” or any similar qualification, term or phrase shall be disregarded. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the makes no representations or warranties regarding the amount or availability of Seller contained any net operating loss, capital loss, tax credit carryover or other Tax asset or liability of the Acquired Companies in this Agreement if Buyer had knowledge of such inaccuracy any taxable period (or breach prior to portion thereof) beginning after the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI VII is also referred to herein as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The right of the Buyer Indemnitees to be indemnified pursuant to this ARTICLE VII shall be the sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of any Seller or on the part of the Company prior to the Closing, in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement. The right of the Seller Indemnitees to be indemnified pursuant to this ARTICLE VII shall be the sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of Parent, Buyer, or on the part of the Company after the Closing, in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement. No current or former member, shareholder, board member, officer, employee, Affiliate or advisor of the Company or Seller (solely in their capacity as such) shall have any liability of any nature to Buyer or any Affiliate of Buyer with respect to any breach of any representation, warranty, covenant, agreement or obligation contained in, or any other breach of, this Agreement. (b) No Indemnifying Party shall not be liable to the an Indemnified Party for indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a) exceeds $35,000 50,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the an Indemnified Party may be entitled to indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible) Notwithstanding the foregoing, the limitations set forth in this Section 7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.03(c), Section 3.21, Section 4.01 and Section 4.04. (bc) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.02(a) or Section 6.03(a7.03(a), as the case may be, shall not exceed 7% twelve and one-half percent (12.5%) of the Purchase Price. The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 3.01, Section 3.03(c), Section 3.21, Section 4.01 or Section 4.04, as the case may be, shall not exceed the Purchase Price. (cd) Payments by an Indemnifying Party pursuant to Section 6.02(a) or 7.02 and Section 6.03(a) 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the an Indemnified Party (or the Company) in respect of any such claim. The Each Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (de) Payments by an Indemnifying Party pursuant to Section 6.02(a) or 7.02 and Section 6.03(a) 7.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be actually realized as a result of such Loss by the each Indemnified Party. (ef) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent such damages are actually awarded to a Governmental Authority or other third party. (fg) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI Article 8 is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI Article 8 is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a8.2(a) and Section 6.03(a8.2(b) shall be subject to the following limitations: (a) The Indemnifying Party shall Except in the case of Fraud, the Buyer Indemnified Parties, collectively, may not be liable recover any Losses pursuant to the Indemnified Party for an indemnification claim under Section 6.02(a8.2(a)(i) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses (other than a claim in respect of indemnification under Section 6.02(aa Company Fundamental Representation or in connection with VDA Losses) unless and until the Buyer Indemnified Parties, as a group, shall have paid, incurred, suffered or Section 6.03(a) exceeds sustained at least $35,000 1,000,000 in Losses (the “DeductibleBasket”)) in the aggregate, in at which event time the Indemnifying Buyer Indemnified Parties shall be entitled to recover all Losses from the first dollar; provided, however, that no Buyer Indemnified Party shall only be required entitled to pay recover any individual Losses (or be liable series of related Losses arising from a common set of facts) under Section 8.2(a)(i) unless and until such individual Losses (or series of related Losses arising from a common set of facts) for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may they would otherwise be entitled to indemnification under Section 6.02(a8.2(a)(i) or Section 6.03(aexceed $10,000 (the “Mini-Basket”), as the case may be, the Indemnifying Party shall not be liable for and any such individual Losses (or series of related Losses which do arising from a common set of facts) not exceed $10,000 (which Losses shall in excess of the Mini-Basket will not be counted toward aggregated for purposes of calculating the DeductibleBasket in this Section 8.3(a). (b) The aggregate Except in the case of Fraud, in no event shall the Buyer Indemnified Parties, collectively, recover any Losses pursuant to an indemnification claim under Section 8.2(a)(i) (other than a claim in respect of a Company Fundamental Representation) in excess of an amount of all Losses equal to the Indemnity Holdback Amount. In connection with any claim for indemnification for which an Indemnifying Party the Buyer Indemnified Parties are entitled to indemnification pursuant to Section 8.2 and subject to this Article 8, no Seller shall be liable pursuant for more than his, her or its Pro Rata Fraction of any Losses arising out of or resulting from such claim; provided, however, with respect to Section 6.02(a)or Section 6.03(aa breach of a representation or warranty made solely by an individual Seller contained in Article 4, or a breach of a covenant solely by an individual Seller contained in this Agreement or in any other Related Agreement (as contrasted with a breach by the Company or the Sellers collectively) (with each such individual Seller breach referred to herein as an “Individual Seller Breach”), as the case may besuch particular Seller shall be solely liable for all Losses arising only in connection with such Individual Seller Breach, and no other Seller shall not exceed 7% of the Purchase Pricebe liable hereunder for any such Individual Seller Breach. (c) Payments by an Indemnifying Party Except in the case of Fraud, Sellers, collectively, may not recover any Losses pursuant to an indemnification claim under Section 6.02(a8.2(b)(i) or Section 6.03(a) (other than a claim in respect of any Loss a Buyer Fundamental Representation) unless and until Sellers, as a group, shall have paid, incurred, suffered or sustained Losses in excess of the Basket, at which time Sellers shall be limited entitled to recover all Losses from the first dollar; provided, however, that no Seller shall be entitled to recover any individual Losses (or series of related Losses arising from a common set of facts) under Section 8.2(b)(i) unless and until such individual Losses (or series of related Losses arising from a common set of facts) for which they would otherwise be entitled to indemnification under Section 8.2(b)(i) exceed the Mini-Basket, and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Basket in this Section 8.3(c). (d) In no event shall the Liability of any Seller for all indemnification claims under this Agreement exceed the aggregate amount of Cash Consideration and Additional Consideration received or entitled to be received by such Seller, unless such indemnification claim is being made in respect of Fraud committed by such Seller or Fraud of which such Seller had actual knowledge (in which event there shall be no limitation on the Liability of such Seller hereunder or under applicable Law). In no event shall the Liability of Buyer for all indemnification claims under this Agreement exceed the aggregate amount of Cash Consideration and Additional Consideration. (e) The amount of any Losses that are subject to indemnification under this Article 8 shall be calculated net of the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity(including without limitation all tail insurance policies obtained in connection herewith), contribution indemnification payments or other similar payment received or reasonably expected to be reimbursements actually received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or from third parties (other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(athan the Sellers) in respect of such Losses (net of any Loss shall be reduced by an amount equal to reasonable and documented out-of-pocket costs or expenses incurred in obtaining such insurance, indemnification or reimbursement, including any Tax benefit realized increases in insurance premiums or reasonably expected to be realized as a result of retro-premium adjustments directly resulting from such Loss by the Indemnified Partyrecovery). (ef) For the avoidance of doubt, any Losses subject to indemnification under this Agreement shall be determined without duplication of recovery due to the facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement (including under any Related Agreement). (g) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitivepunitive damages or damages which are not reasonably foreseeable, incidentalother than, consequentialin each case, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating as awarded to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiplea third party. (fh) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate mitigate, only to the minimum extent required by applicable Law, any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary required by applicable Law to remedy the breach that gives rise to such LossLosses. (gi) Seller Each party acknowledges and agrees that, other than with respect to any Related Agreement (which shall not be liable under this ARTICLE VI subject to the terms and conditions thereof), such party’s sole and exclusive remedy with respect to any and all claims for any Losses based upon breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise resulting from or arising out of this Agreement or the Transactions will be pursuant to the indemnification provisions set forth in this Article 8; provided, that the foregoing clause of this sentence shall not be deemed a waiver by any inaccuracy party of (i) any right to specific performance or injunctive relief, or (ii) any right or remedy with respect to Fraud. Subject to the other limitations contained herein (including the obligation to mitigate damages set forth in Section 8.3(h)), the obligations of the Sellers under this Article 8 shall not be reduced, offset, eliminated or breach subject to contribution by reason of any of the representations action or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaction by any Group Company that contributed to any inaccuracy or breach prior giving rise to such obligation, it being understood that Sellers, not the ClosingGroup Companies, shall have the sole obligation for the indemnification obligations under this Article 8.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification indemnifications provided for in Section 6.02(a) 9.2 and Section 6.03(a) 9.3 shall be subject to the following limitations: (a) The Indemnifying Party Primero shall not be liable to the Indemnified Party ▇▇▇▇▇▇ Indemnitees for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, 9.2 until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) 9.2 exceeds $35,000 350,000 (the “DeductibleBasket”), in which event the Indemnifying Party Primero shall only be required to pay or be liable for all such Losses in excess of from the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)first dollar. (b) The Primero shall not be liable to the ▇▇▇▇▇▇ Indemnitees for indemnification under Section 9.2 in an aggregate amount in excess of: (i) in respect of all Losses for which indemnification relating to an Indemnifying Party shall be liable inaccuracy or breach by Primero of a Fundamental Representation, the Purchase Price; (ii) in respect of indemnification relating to an inaccuracy or breach by Primero of any other representation or warranty, 25% of the Purchase Price; and (iii) in respect of indemnification pursuant to Section 6.02(a)or Section 6.03(a9.2(b), as the case may beSection 9.2(c) or Section 9.2(d), shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant ▇▇▇▇▇▇ shall not be liable to the Primero Indemnitees for indemnification under Section 6.02(a) or Section 6.03(a) 9.3 until the aggregate amount of all Losses in respect of any Loss indemnification under Section 9.3 exceeds the Basket, in which event ▇▇▇▇▇▇ shall be limited required to pay or be liable for all such Losses from the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreementfirst dollar. (d) Payments by ▇▇▇▇▇▇ shall not be liable to the Primero Indemnitees for indemnification under Section 9.3 in an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(aaggregate amount in excess of: (i) in respect of indemnification relating to an inaccuracy or breach by ▇▇▇▇▇▇ of a Fundamental Representation, the Purchase Price; (ii) in respect of indemnification relating to an inaccuracy or breach by ▇▇▇▇▇▇ of any Loss shall be reduced by an amount equal other representation or warranty, 25% of the Purchase Price; and (iii) in respect of indemnification pursuant to any Tax benefit realized Section 9.3(b) or reasonably expected to be realized as a result of such Loss by Section 9.3(c), the Indemnified PartyPurchase Price. (e) In no event shall Neither Primero nor ▇▇▇▇▇▇ has any Indemnifying Party be liable liability or obligation with respect to any Indemnified Party single claim for any punitive, incidental, consequential, special indemnification or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating otherwise with respect to the breach matters described in Section 9.2 or alleged breach Section 9.3 unless the actual amount of this Agreement, the Losses suffered with respect to such claim is greater than $10,000. The amount of Losses with respect to any claim that is $10,000 or diminution less shall be taken into account in determining whether or not the actual total amount of value or any damages based on any type of multipleall Losses suffered exceeds the Basket. (f) Each Indemnified Party shall takeNotwithstanding the foregoing, the limitations set forth in Section 9.4(a), Section 9.4(b), Section 9.4(c) and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (gSection 9.4(d) Seller shall not be liable under this ARTICLE VI for any apply to Losses based upon or upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representations or in respect of the representations fraud, criminal activity or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closingwillful misconduct.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying No Seller Party shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 6.02(a) or Section 6.03(a8.02(a), as the case may beother than with respect to Specified Representations, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) 8.02(a), other than with respect to Specified Representations, exceeds $35,000 150,000 (the “DeductibleBasket”), in which event the Indemnifying Party Seller Parties shall only be required to pay or be liable for Losses in excess the total amount of the Deductibleall such Losses. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party the Seller Parties shall be liable pursuant to Section 6.02(a)or Section 6.03(a8.02(a), as the case may beother than with respect to Specified Representations, shall not exceed 7% $7,500,000 (the “Cap”). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a), other than with respect to Specified Representations, until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a), other than with respect to Specified Representations, exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Purchase PriceBasket. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a), other than with respect to Specified Representations, shall not exceed the Cap. (c) Payments by an Indemnifying Party pursuant With respect to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited claim for indemnification under this Agreement, the Buyer must first proceed against the Escrow Fund (and, if such claim relates to the ownership of the Owned Real Property, then against the Title Policy), to the extent available, prior to proceeding directly against any Seller Party. (d) The amount of any liability or damage that remains after deducting therefrom and all Losses under this ARTICLE VIII shall be determined net of any insurance proceeds and any indemnity, contribution or other similar payment recoveries actually received or reasonably expected to be received recovered by the Indemnified Party in respect connection with the facts giving rise to the right of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Partyindemnification. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party Solely for any punitive, incidental, consequential, special or indirect damages, including loss purposes of future revenue or income, loss determining the amount of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable Losses under this ARTICLE VI for any Losses based upon or VIII arising out of from any inaccuracy in or breach of any of the representations representation or warranties of Seller contained in this Agreement if Buyer had knowledge of warranty (but not for determining whether any such inaccuracy or breach prior has occurred), the representations and warranties in this Agreement shall be deemed to the Closingbe made without any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The party Party making a claim under this ARTICLE VI is VII may be referred to as the “"Indemnified Party,” ", and the party Party against whom such claims are asserted under this ARTICLE VI VII is referred to as the “"Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is " The Parties' respective indemnification obligations under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a) exceeds $35,000 100,000 (the “"Deductible”"), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which ; provided however, that the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party Deductible shall not be liable apply to recovery for an inaccuracy in or breach of any individual Fundamental Representation; and provided further, that nothing in this Agreement shall limit or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)restrict any Indemnified Party's rights to maintain or recover any amounts in connection with any action or claim based upon fraud. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.02(a) or Section 6.03(a7.03(a), as the case may be, shall not exceed 7% forty percent (40%) of the Purchase Price; provided however, that the foregoing limitation shall not apply to recovery for an inaccuracy in or breach of a Fundamental Representation; and provided further, that nothing in this Agreement shall limit or restrict any of the Indemnified Party's rights to maintain or recover any amounts in connection with any action or claim based upon fraud, but in no event (other than in the case of fraud) shall the aggregate amount of all Losses paid in the aggregate by a Seller Indemnifying Party under this ARTICLE VII exceed the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fd) Each For all purposes of this ARTICLE VII, Losses shall be net of any amounts paid or payable to an Indemnified Party under any insurance policy or Contract in connection with the facts giving rise to the right of indemnification hereunder, and each Indemnified Party shall take, and cause use its Affiliates reasonable commercial efforts to take, recover all reasonable steps to mitigate amounts payable from an insurer or other third party under any Loss upon becoming aware of any event such insurance policy or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only Contract to the minimum same extent necessary such party would if such losses were not subject to remedy indemnification, compensation or reimbursement hereunder prior to seeking indemnification hereunder; provided however, that the breach that gives rise amount deemed to be paid under such Loss. (ginsurance policies shall be net of the deductible for such policies and determined after giving effect to any increase in premiums resulting from such claim and out-of-pocket costs of collecting such insurance proceeds. Nothing in this Section 7.04(e) Seller shall not be liable under this ARTICLE VI for obligate the Indemnified Party to commence an Action to recover any Losses based upon or arising out of any inaccuracy in or breach of insurance proceeds where an insurance carrier has denied coverage. If an Indemnified Party receives any of the representations or warranties of Seller contained foregoing payments with respect to any Losses for which it has previously been indemnified, the Indemnified Party shall promptly (and in this Agreement any event within ten (10) business days after receiving such payment) pay to the Indemnifying Party an amount equal to such payment or, if Buyer had knowledge it is a lesser amount, the amount of such inaccuracy or breach prior to the Closingpreviously indemnified Losses.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 6.02 and Section 6.03(a) shall 6.03 will be subject to the following limitations: (a) The Except with respect to the Seller Fundamental Representations and Buyer Fundamental Representations, the Indemnifying Party shall will not be liable to the Indemnified Party for indemnification under Section 6.02(a) 6.02 or Section 6.03(a)6.03, as the case may be, until the aggregate amount of all Losses in respect of indemnification under either Section 6.02(a) 6.02 or Section 6.03(a) 6.03, as applicable, exceeds $35,000 50,000 (the “Deductible”), in which event the Indemnifying Party shall will only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall will be liable pursuant to either Section 6.02(a)or 6.02 or Section 6.03(a)6.03, as the case may beapplicable, shall will not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 6.02 or Section 6.03(a) 6.03 in respect of any Loss shall will be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall will use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) 6.02 or Section 6.03(a) 6.03 in respect of any Loss shall will be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall will any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall will take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall will not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI For purposes of determining whether there is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled bywas an inaccuracy in, or is under common control withwhether 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 person representation or entitywarranty, shall be regarded. The term “control” (including In addition, notwithstanding anything to the terms “controlled by” and “under common control with”) means contrary in this Agreement, other than for claims for Fraud or intentional misrepresentation, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) 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 6.02(a12.02(a) or Section 6.03(a), 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 6.02(athe aggregate, the amount equal to One Million Dollars ($1,000,000) or Section 6.03(a) exceeds $35,000 (the “Deductible”), 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 Deductible, subject to a cap equal to the Indemnity Escrow Amount for breaches of any non-Fundamental Representations and the other limitations set forth herein. With respect to any claim as to which For the avoidance of doubt, the Purchaser Indemnified Party may Parties shall be entitled to dollar one indemnification under from the Seller and Equityholders pursuant to Section 6.02(a12.02(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 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)12.06. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as Except in the case may beof Fraud or intentional misrepresentation, shall not exceed 7% under no circumstances will the Purchaser Indemnified Parties be entitled to recover from the Seller and Equityholders, in the aggregate, any amounts in excess of the Closing Purchase PricePrice in respect of any and all claims for indemnification for breaches of Fundamental Representations asserted under Section 12.02(a). (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Purchaser Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming all Losses after it becomes aware of any event or circumstance that would could reasonably be reasonably expected to, or does, to give rise thereto, including incurring costs only to the minimum extent necessary any Losses that are subject to remedy the breach that gives rise to such Lossindemnification hereunder. (gd) Seller An Indemnified Party shall not be liable entitled under this Agreement to multiple recoveries for the same Loss against all or any other Parties. (e) No Purchaser Indemnified Party shall be entitled to indemnification under this ARTICLE VI for XII with respect to any Losses based upon or arising out 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, the Indemnifying Party shall, to the extent of any inaccuracy in or breach of any such payment, be subrogated to all rights (if any) of the representations or warranties Indemnified Party against any third party in connection with the Losses to which such payment relates. Without limiting the generality of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior the preceding sentence, any Indemnified Party receiving an indemnification payment pursuant to the Closingpreceding sentence shall execute, upon the written request of the Indemnifying Party, any instrument reasonably necessary to evidence such subrogation rights.

Certain Limitations. The party Party making a claim under this ARTICLE VI Article VII is referred to as the “Indemnified Party,” ”, and the party Party against whom such claims are asserted under this ARTICLE VI Article VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The Indemnifying Party Neither the MCRC Parties nor the Partnership Parties shall not be liable to the Investors or any other Investor Indemnified Party for indemnification Losses entitled to be indemnified under Section 6.02(a) 7.02 or Section 6.03(a), 7.03 until such time as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) 7.02 or Section 6.03(a) 7.03 exceeds $35,000 1,500,000 (the “DeductibleIndemnification Threshold”), in which event the Indemnifying Party MCRC Parties or Partnership Parties, as applicable, shall only be required to pay or be liable for all Losses in excess of the Deductible. With respect to any claim as to for which the Investors and other Investor Indemnified Party may be Parties are entitled to indemnification under Section 6.02(a) or Section 6.03(a), as be indemnified hereunder (including any Losses below the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the DeductibleIndemnification Threshold). (b) The maximum aggregate amount of all Losses for which the Partnership Parties may be liable pursuant to Section 7.03, except with respect to breaches of Fundamental Representations, shall not exceed $300,000,000. The aggregate amount of all Losses for which an Indemnifying Party shall the Investors may be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 7.04 shall not exceed 7% of the Purchase Price$300,000,000. (c) Payments by an Indemnifying Party pursuant to Notwithstanding the foregoing, the limitations set forth in Section 6.02(a7.05(a) or and Section 6.03(a7.05(b) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any apply to Losses based upon or upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representations or in the case of fraud found to have been committed by the Indemnifying Party by a court of competent jurisdiction in a judgment which has become final in that it is no longer subject to appeal or review. (d) Notwithstanding anything to the contrary herein, the sole and exclusive remedy for indemnification pursuant to Section 7.03(a) hereof shall be made in accordance with Section 9(g) of the representations or warranties Second Amended and Restated LP Agreement, and the Investor Indemnified Parties shall not seek recourse for claims under Section 7.03(a) by any other means. (e) Upon making any payment in respect of Seller contained claim as provided for in this Agreement if Buyer had knowledge Article VII, the Indemnifying Party will, to the extent of such inaccuracy payment, be subrogated to all rights of Indemnified Party against any third person (other than an insurance company) in respect of the Loss to which such payment related; provided, however, that (i) the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such Loss and (ii) until Indemnified Party fully recovers payment of its Loss, any and all claims of the Indemnifying Party against any such third person on account of such payment will be subordinated in right of payment to Indemnifying Party’s rights against such third person. Without limiting the generality or breach prior effect of any other provision hereof, each such Indemnifying Party and Indemnified Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. To the extent that insurance proceeds or other third party proceeds are received after payment has been made by an Indemnifying Party, the Indemnified Party shall promptly pay to the ClosingIndemnifying Party an amount equal to such proceeds (up to, but not in excess of, the amount previously paid by the Indemnifying Party to the Indemnified Party). Any payment hereunder shall be treated as provided by the Code and applicable Treasury Regulations in order to comply with Section 7(d) of the Second Amended and Restated LP Agreement consistent with the economic arrangement of the Parties. (f) The Indemnified Party shall seek to mitigate the amount of any Losses to the extent, if any, required by applicable law. Without limiting the foregoing, Losses shall be calculated net of actual payments received by an Indemnified Party pursuant to such Indemnified Party’s existing insurance policies (net of reasonable collection costs). Each Indemnified Party hereby agrees to use commercially reasonable efforts to collect any and all insurance proceeds to which it may be entitled in respect of any such Losses that may reduce or eliminate any applicable Losses to the same extent as it would if such Losses were not subject to indemnification hereunder; it being understood that no Indemnified Party shall be obligated to bring a lawsuit against any insurer to obtain a recovery under any insurance policies with respect to any particular Losses and the failure of an Indemnified Party to obtain recovery under any insurance policies despite using commercially reasonable efforts to do so shall not in any way affect or modify such Indemnified Party’s rights to which the Indemnified Party would have otherwise been entitled pursuant to this Article VII. (g) The amount of Losses payable by an Indemnifying Party pursuant to this Article VII shall be without duplication, and in no event shall an Indemnified Party be indemnified under different provisions of this Agreement for the same Losses.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a) The Indemnifying Party BHGE LLC shall not be liable to any Buyer Indemnified Party, and the Buyer shall not be liable to any Seller Indemnified Party Party, in either case, for indemnification any Losses under Section 6.02(a10.01(a) or Section 6.03(a10.02(a), as applicable, except with respect to Seller Fundamental Representations (in the case may beof BHGE LLC), Buyer Fundamental Representations (in the case of the Buyer) or fraud, (i) for any individual item (or series of related items arising out of the same facts, events, or circumstances) where the Losses related thereto is less than $20,000, and no such item (or series of related items) shall be counted for purposes of calculating the Deductible, (ii) until the aggregate amount of all Losses in respect of requiring indemnification under Section 6.02(a) or Section 6.03(a) exceeds thereunder exceeds, on a cumulative basis, an amount equal to $35,000 200,000 (the “Deductible”), in which event and then only to the Indemnifying Party shall only be required to pay or be liable for Losses extent of such excess and (iii) on an aggregate cumulative basis in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)20,000,000. (b) The aggregate amount of all In no event will BHGE LLC or the Buyer be obligated to indemnify any Buyer Indemnified Party or Seller Indemnified Party, respectively, for any Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 10.01(a) or Section 6.03(a10.02(a), as the case may beother than in respect of fraud, shall not exceed 7% on an aggregate cumulative basis in excess of the Purchase Price$20,000,000. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited Notwithstanding anything to the amount of contrary contained in this Agreement or any liability or damage that remains after deducting therefrom Ancillary Agreement, in no event shall either Party have any insurance proceeds and indemnification obligation hereunder for any indemnityconsequential, contribution special, exemplary, punitive or other similar payment received or damages, except to the extent payable by an Indemnified Party in connection with a Third Party Claim; provided, however, that any damages that are reasonably expected to be received by foreseeable in light of the nature of the Transaction and the Indemnified Party in respect shall not be considered “consequential” damages for purposes of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Each Indemnified Party pursuant shall use commercially reasonably efforts to Section 6.02(amitigate in accordance with Law any Losses for which such Indemnified Party seeks indemnification under this Agreement; provided, however, that with respect to the Hyundai Claims, nothing in this ‎Section 10.05(d) shall require any Buyer Indemnified Party to incur any additional cost or Section 6.03(a) expense that such Buyer Indemnified Party would not have otherwise incurred in respect satisfaction and performance of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by its obligations under the Indemnified PartyHyundai Contract. (e) In no event shall any Indemnifying Party be liable Except with respect to any the Transferred Claims, each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multipleLosses payable under ‎Section 10.02. (f) Each In the event that all or any portion of an Albany Receivable shall have been collected from the applicable third party subsequent to receipt by the Buyer Indemnified Party Parties of an indemnification payment with respect to such Albany Receivable pursuant to ‎Section 10.01 (d)(ii), GE shall takepromptly pay or cause to be paid to BHGE LLC an amount, and cause its Affiliates to takein cash, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only equal to the minimum extent necessary to remedy the breach portion of such Albany Receivable that gives rise to such Losswas collected. (g) Seller shall For purposes of determining whether or not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or a breach of any representation or warranty of either Party contained in Article III or Article IV has occurred, and the value of the representations Losses arising in connection therewith, any limitation or warranties qualification as to materiality, material, Material Adverse Effect or any similar qualifier, other than with respect to the reference to Material Adverse Effect in Section 3.06, shall be disregarded. (h) Notwithstanding anything herein to the contrary, the Indemnified Parties shall be deemed not to have suffered any Loss to the extent such Loss was expressly reflected in Closing Working Capital set forth on the Final Statement. (i) The indemnification obligations of Seller contained BHGE LLC pursuant to Section 10.01(d) shall be limited to (i) with respect to the Albany Claims and any non-payment of the Albany Receivable (in whole or in part), 100% of the Losses of the Buyer Indemnified Parties thereunder until the Buyer Indemnified Parties have suffered an aggregate amount of $8,050,000 of Losses thereunder and (ii) with respect to the Hyundai Claims, (A) 100% of the Losses of the Buyer Indemnified Parties thereunder until the Buyer Indemnified Parties have suffered an aggregate amount of $10,000,000 of Losses thereunder and (B) after the Buyer Indemnified Parties have suffered an aggregate amount of $10,000,000 of Losses thereunder and until the Buyer Indemnified Parties have suffered an aggregate amount of $29,000,000 thereunder, 50% of the Losses of the Buyer Indemnified Parties thereunder. For the avoidance of doubt, the maximum aggregate Liability of BHGE LLC for all Losses to which the Buyer Indemnified Parties are entitled to indemnification under this Agreement if Buyer had knowledge of such inaccuracy or breach prior (1) with respect to the ClosingAlbany Claims and any non-payment of the Albany Receivable (in whole or in part), shall be limited to $8,050,000 and (2) with respect to the Hyundai Claims, shall be limited to $19,500,000. Notwithstanding anything herein to the contrary, and without any agreement or acknowledgement by GE or any of its Affiliates that any such claims, rights or benefits exist, BHGE Parent and its Affiliates shall be deemed not to have waived any claims, rights or benefits that BHGE Parent or any of its Affiliates may have against any other Person (including GE and its Affiliates) under any other Contract with respect to the Transferred Claims; provided, however, that, notwithstanding any such preserved claims, rights or benefits, BHGE LLC shall indemnify and promptly reimburse the Buyer Indemnified Parties in respect of Losses pursuant to Section 10.01(d) without setoff, counterclaim, delay or other modification attributable to such claims, rights or benefits. (j) When calculating the indemnifiable Losses of any Buyer Indemnified Parties under Section 10.01(d), the Parties acknowledge and agree that such Losses shall be calculated without regard for any reserves, to the extent such reserves have been excluded from the calculation of Closing Working Capital under the Transaction Accounting Principles.

Certain Limitations. The party making a claim under this ARTICLE VI VII is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI Article VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a) 7.03(a), as applicable, exceeds $35,000 12,500 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.02(a) or Section 6.03(a), 7.03(a) as the case may be, shall not exceed 7% of $300,000, except that there shall be no limit on the Purchase Priceliability under Section 7.02(a) or Section 7.03(a) for Fraud. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 7.02 or Section 6.03(a) 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or CNEL) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution contribution, or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) 7.02 or Section 6.03(a) 7.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI VII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) shall not be liable to exceed Two Hundred Fifty Thousand Dollars ($250,000) (the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a“Cap”); provided, as the case may behowever, until that the aggregate amount of all Losses for which Seller and/or the Company shall be liable pursuant to Section 8.02(a) based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Fundamental Representations, together with Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 (the “Deductible”)Article VI, in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)Purchase Price. (b) The aggregate amount of all Losses for which an Indemnifying Party Buyer shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 8.03(a) shall not exceed 7% of the Purchase PriceCap. (c) Payments Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by an Indemnifying Party pursuant to Section 6.02(a) reason of the fraud, willful breach or Section 6.03(a) in respect intentional misrepresentation of any Loss shall be limited to Seller, the amount of any liability Company or damage that remains after deducting therefrom any insurance proceeds and any indemnityBuyer, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreementas applicable. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach For purposes of this AgreementArticle VIII, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of 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) Any payment made by an Indemnifying Party to an Indemnified Party pursuant to Article VIII in respect of any claim will be net of any insurance proceeds or other recovery realized by and paid to the Indemnified Party in respect of such claim. Each Indemnified Party shall use commercially reasonable efforts to pursue recovery under all insurance policies and other rights of recovery available to it. If an Indemnified Party receives a recovery with respect to Losses for which such Indemnified Party has been previously compensated, such Indemnified Party shall remit the amount of such proceeds, in each case up to the amount previously paid by the applicable Indemnifying Party with respect to such Loss, to the applicable Indemnifying Party. An Indemnifying Party shall be subrogated to the Indemnified Party's rights of recovery to the extent of any Losses satisfied by the Indemnifying Party hereunder. The Indemnified Party shall execute and deliver such instruments and papers as are necessary to assign such rights and assist in the exercise thereof, including reasonable access to the books and records of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the ClosingCompany.

Certain Limitations. The party making a claim under this ARTICLE VI Article VII is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI Article VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a) exceeds $35,000 1% of the Purchase Price (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.02(a) or Section 6.03(a7.03(a), as the case may be, shall not exceed 750% of the Purchase Price. (c) Payments Notwithstanding the foregoing, the limitations set forth in Section 7.04(a) and Section 7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect reason of any Loss shall be limited to the amount inaccuracy in or breach of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this AgreementFundamental Representation. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (ge) Seller shall not be liable under this ARTICLE VI Article VII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party Party (including its Affiliates) making a claim under this ARTICLE VI Article IX is referred to as the “Indemnified Party,” and the party Party against whom such claims are claim is asserted under this ARTICLE VI Article IX is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a) The Indemnifying Party Seller shall not be liable to the any Buyer Indemnified Party for indemnification under Section 6.02(a9.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a9.02(a) or and Section 6.03(a9.02(b)(i) exceeds an amount equal to $35,000 375,000 (the “Deductible”), in which event the Indemnifying Party Seller shall only be required to pay or be liable for Losses in excess of the Deductible; provided, however, that in no event shall Seller’s aggregate Liability under Section 9.02(a) exceed $7,500,000 (the “Cap”). With respect Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply to any indemnification claim as to which the made by any Buyer Indemnified Party may be entitled to indemnification Party: (i) under Section 6.02(a) or Section 6.03(a9.02(b)(i), as the case may beor (ii) arising out of, the Indemnifying Party shall not be liable for resulting from or relating to any individual Fraud by Seller or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)any Member. (b) The Seller shall not be liable to any Buyer Indemnified Party for indemnification under Section 9.02(b)(i) in an aggregate amount in excess of 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 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) Buyer shall not be liable to any Seller Indemnified Party for indemnification under Section 9.03(a) until the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited indemnification under Section 9.03(a) exceeds an amount equal to the amount Deductible, in which event Buyer shall only be required to pay or be liable for 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) any misrepresentation, inaccuracy in or breach of any liability Buyer Fundamental Warranty, or damage that remains after deducting therefrom (ii) any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received Fraud by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this AgreementBuyer. (d) Payments by an Indemnifying Buyer shall not be liable to any Seller Indemnified Party pursuant to for indemnification under Section 6.02(a9.03(a) for a misrepresentation, inaccuracy in or Section 6.03(a) in respect breach of any Loss Buyer Fundamental Warranty in an aggregate amount greater than the Purchase Price; provided, however, that this Section 9.04(d) shall be reduced by an amount equal not apply to any Tax benefit realized indemnification claim made by any Seller Indemnified Party arising out of, resulting from or reasonably expected relating to be realized as a result of such Loss any Fraud by the Indemnified PartyBuyer. (e) In no event shall any Indemnifying Indemnified Party be liable entitled to any Indemnified Party seek or receive indemnification for any punitive, incidental, consequential, special or indirect damages, including loss the same Losses more than once under this Article IX even if a claim for indemnification in respect of future revenue or income, loss such Losses has been made as a result of business reputation or opportunity relating to the breach or alleged a breach of more than one (1) representation, warranty, covenant or agreement contained in this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps Commercially Reasonable Efforts to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only are indemnifiable pursuant to this Agreement to the minimum extent necessary to remedy the breach that gives rise to such Lossrequired by Law. (g) Seller The Indemnifying Party shall not be liable under this ARTICLE VI Section 9.02 for any Losses based upon or arising out 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 representations 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 warranties Fraud, Seller shall have no liability for such indemnification pursuant to Section 9.02(a), regardless of whether Buyer actually recovers under the R&W Insurance Policy. (j) Other than with respect to Fraud, the Buyer’s right to indemnification pursuant to Section 9.02(b)(i) arising out of, resulting from or relating to any misrepresentation, inaccuracy in or breach of any of the Seller Fundamental Warranties will be satisfied: (i) first, by the Seller and the Members up to the amount of the self-insured retention under the R&W Insurance Policy, including from the Indemnity Escrow Amount; (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). (k) The amount to which any Indemnified Party is entitled hereunder shall be reduced by the amount of insurance proceeds (other than under the R&W Insurance Policy) actually received by the Indemnified Party in respect of such claim for indemnification, less any costs and expenses (including deductibles and co-insurance) 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 if Buyer had shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of such inaccuracy being required) at any time, whether before or breach prior after the execution and delivery of this Agreement, with respect to the Closingaccuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation or the waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, and will not affect the right to indemnification based on such representations, warranties, covenants and obligations.

Certain Limitations. The party making a claim under this ARTICLE VI Article VIII is referred to as the “"Indemnified Party,” ", and the party against whom such claims are asserted under this ARTICLE VI Article VIII is referred to as the “"Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise". The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 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 6.02(a8.02(a) (other than with respect to breaches of any Fundamental Representation or Section 6.03(a), as the case may be, Tax Representation) until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a8.02(a) exceeds $35,000 4,000,000.00 (the “"Deductible”"), in which event the Indemnifying Party Seller shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party Buyer Indemnitees may be entitled to indemnification under Section 6.02(a) or Section 6.03(a8.02(a), Seller shall not be liable for any individual or series of related Losses (other than with respect to breaches of any Fundamental Representation or Tax Representation) which do not exceed fifty thousand dollars ($50,000). With respect to any claim as to which the case Seller Indemnitees may bebe entitled to indemnification under Section 8.03(a), the Indemnifying Party Buyer shall not be liable for any individual or series of related Losses which do not exceed fifty thousand dollars ($10,000 (which Losses shall not be counted toward the Deductible50,000). (b) The aggregate amount of all Losses for which an Indemnifying Party Seller shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 8.02(a) (other than with respect to breaches of any Fundamental Representation or Tax Representation) shall not exceed 7% of $30,000,000.00. Notwithstanding anything to the contrary set forth herein, in no event shall either Indemnifying Party's aggregate liability pursuant to Section 8.02(a) or Section 8.03(a), respectively, exceed the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment from a third party that has actually been received by the Indemnified Party in respect thereof, net of any out-of-pocket expenses incurred by the Indemnified Party in seeking recovery from the insurer or reasonably expected other third party from whom it is or may be entitled to receive such insurance proceeds or indemnity, contribution or other similar payment. If the Indemnified Party determines in good faith that it is likely to be entitled to recover all or a portion of such Loss from any such insurer or other third party, it shall submit a claim to such insurer or other third party and shall use its commercially reasonable efforts to seek recovery of the applicable portion of such Loss from such insurer or other third party; provided, however, that the Indemnified Party shall not be required to commence any Action to enforce its rights against such insurer or other third party unless it elects to do so in its sole discretion; provided, further, however, that any such insurance or other third party proceeds actually received by the Indemnified Party in respect of any such claim. The Indemnified Loss after payment by an Indemnifying Party shall use its commercially reasonable efforts be promptly refunded to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreementthe Indemnifying Party. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party; provided that any such benefit realized within two (2) years after payment by an Indemnifying Party shall be promptly refunded to the Indemnifying Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps required by applicable Law to mitigate any Loss upon becoming aware of any event or circumstance that would be it determines is reasonably expected to, or does, likely to give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (gf) Seller shall not be liable under this ARTICLE VI Each of the parties hereby acknowledges and agrees that the limitations provided for any in paragraphs (a) and (b) above apply only to Losses based upon or arising out of any inaccuracy in or from a breach of any of the representations or and warranties of Seller contained specified therein, and do not apply to any other rights to indemnification provided for in this Agreement if Buyer had knowledge of such inaccuracy Article VIII, including rights to indemnification against Excluded Liabilities or breach prior to Assumed Liabilities (as the Closingcase may be).

Certain Limitations. The party making a claim under this ARTICLE VI Article VII is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI Article VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The Except as to breach of any representation or warranty in Section 4.14 hereof related to the properties identified as number 5 (Garland, TX) and number 7 (Pascagoula, MS) of Section 4.10(b) of the Seller Disclosure Letter, and except as to breach of any representation or warranty in Section 4.14 hereof related to properties, other than those Real Properties listed on Schedule 4.10(b) of the Seller Disclosure Letter, which will not be owned or leased by the Company at the Closing, the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a) exceeds $35,000 1.0% of the Purchase Price (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)25,000. (b) Except as provided for in Section 7.04(j), the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.02(a) or Section 7.03(a), as the case may be, shall not exceed 10% of the Purchase Price. (c) Notwithstanding the foregoing, the limitations set forth in Section 7.04(a) and Section 7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by any reason of any inaccuracy in or breach of any representation or warranty of a Seller Fundamental Representation, and in Section 4.17, Section 5.01, Section 5.02(a), and Section 5.04. The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.02 or Section 6.03(a)7.03, as the case may be, shall not exceed 7% of the Purchase Price. (cd) Notwithstanding the foregoing, the limitations set forth in Section 7.04(a), and Section 7.04(b) and Section 7.04(c) shall not apply to Losses to the extent arising from Fraud, which Losses shall be uncapped. (e) Payments by an Indemnifying Party pursuant to Section 6.02(a) 7.02 or Section 6.03(a) 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim, net of any costs of such recovery or increased premiums with respect thereto. The If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party with respect to the claims for which insurance proceeds were paid or amounts recovered from any other Person, then such Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements promptly reimburse the Indemnifying Party for any Losses prior payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to seeking indemnification under this Agreementthe amount received by the Indemnified Party. (df) Payments by an Indemnifying Party pursuant to Section 6.02(a) 7.02 or Section 6.03(a) 7.03 in respect of any Loss shall be reduced by an amount equal to any actual Tax benefit realized or reasonably expected to be realized during the same Tax year in which the indemnification payment was made as a result of such Loss by the Indemnified Party in the year of such payment by the Indemnifying Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fg) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (gh) Seller shall not No Losses may be liable claimed under this ARTICLE VI for Section 7.02 or Section 7.03 by any Indemnified Party to the extent such Losses based upon or arising out are included in the calculation of any inaccuracy adjustment to the Purchase Price pursuant to Section 2.02. (i) For purposes of this Article VII, the amount of Losses 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. (j) Notwithstanding anything to the contrary in this Agreement, no Losses may be claimed under Section 7.02 in connection with any claimed breach by Seller of any of representation or warranty in Section 4.14 hereof that relates to any issue covered by the representations or warranties in Section 4.14(c) or Section 4.14(e) hereof (including any Release of Seller Hazardous Materials or the presence of any attribute described in such Section 4.14(e)) to the extent such claimed Losses or any issue giving rise to such claimed Losses are identified or discovered as a result of any soil and/or groundwater testing performed voluntarily by Buyer or its Representatives, unless (i) such testing was required to be undertaken by state or federal regulatory program requirements including state underground storage tank laws, state b▇▇▇▇▇▇▇▇▇ and voluntary cleanup program laws; (ii) such testing was required by Buyer’s or Buyer’s Affiliates’ current, future or proposed lenders, landlords, or prospective purchasers of all or portions of the Real Property or the Company; (iii) such testing was necessary in connection with the expansion or improvement or relocation of the Buyer’s or Buyer’s Affiliates’ owned or leased premises or the operations of the Buyer or Buyer’s Affiliates; (iv) such testing was necessary or required to comply with applicable Environmental Laws; (v) such testing was expressly requested by a Governmental Authority; or (vi) such testing was required by a Governmental Order; and provided further, that with respect to clauses (i) – (vi) of this Section 7.04(j), such Losses are incurred in order to comply with Environmental Laws, Governmental Orders or applicable state or federal environmental programs, including state underground storage tank programs and state b▇▇▇▇▇▇▇▇▇ and voluntary cleanup programs. For purposes of this Section 7.04(j), except as set forth in clauses (i) – (vi) above, any soil or groundwater testing that is not expressly required by applicable Environmental Laws or formally ordered or requested by a Governmental Authority with jurisdiction over the Company (such order not to have been suggested or solicited by Buyer or its Representatives) shall be deemed voluntary. In addition to the other limitations contained in this Agreement if Buyer had knowledge Section 7.04, the aggregate amount of such inaccuracy Losses for which Seller may be liable as a result of a breach or alleged breach prior to the Closingof Section 4.14(c) or Section 4.14(e) shall not exceed $6,000,000.

Certain Limitations. The party making a claim under this ARTICLE VI Article VIII is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI Article VIII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) 8.02 or Section 6.03(a)8.03, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) 8.02 or Section 6.03(a) 8.03, as applicable, exceeds $35,000 10,000 (the “DeductibleBasket”), in at which event time the Indemnifying Party shall only be required to pay or will be liable for all Losses in excess of from the Deductible. With respect to any claim as to which first dollar including the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)Basket. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 8.02(a) or Section 6.03(a8.03(a), as the case may be, shall not exceed 7% of the Purchase Price$1,000,000. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.02, Section 4.03, Section 4.16, Section 4.18, Section 5.01, Section 5.02, Section 5.03 and Section 5.04. (d) In Article VIII, for purposes of determining the existence of any inaccuracy in or breach of any representation or warranty and calculating the amount of any Loss with respect thereto, any materiality, Material Adverse Effect or other similar qualifications in the representations and warranties shall be disregarded. (e) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds actually received and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (df) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit Taxbenefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (eg) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fh) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a) The Indemnifying Party Notwithstanding anything in this Agreement to the contrary, neither party shall indemnify or otherwise be liable to the other party with respect to any claim for any breach of a representation or warranty, or for the breach of any covenant contained in this Agreement, unless notice of the claim is given within the relevant survival period specified in Section 10.1. (b) Notwithstanding anything in this Agreement to the contrary, but except as otherwise provided in this subsection (b) and Schedule 10.5, Sellers shall not be liable to Buyer in respect of any indemnification hereunder except to the Indemnified Party for indemnification under Section 6.02(aextent that (i) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in losses of Buyer, when aggregated with the amount of losses with respect of indemnification under Section 6.02(ato the Multi-Stations pursuant to the Multi-Stations Agreement, if any, exceeds One Million Dollars ($1,000,000) or Section 6.03(a) exceeds $35,000 (the “Deductible”"Threshold Amount") (and then only to the extent such losses, when aggregated with the amount of losses with respect to the Multi-Stations pursuant to the Multi-Stations Agreement, if any, exceed the excess of Five Hundred Thousand Dollars ($500,000), in which event the Indemnifying Party shall only be required to pay or be liable for Losses ) over an amount (not in excess of $100,000) which Sellers are not required to expend in environmental remediation as a result of the Deductible. With Environmental Threshold Amount (such excess being the "Excess Amount") and (ii) the aggregate amount of losses of Buyer, when aggregated with the amount of losses with respect to the Multi-Stations pursuant to the Multi-Stations Agreement, if any, is less than the excess of Fifty Million Dollars) ($50,000,000) over any claim amounts expended by Buyer pursuant to Section 6.15 (as aggregated with the Multi-Stations as set forth therein), or with respect to which the Indemnified Party may be entitled to indemnification Buyer receives a proration in its favor under Section 6.02(a) or Section 6.03(a6.15 (such excess being the "Indemnity Cap"), as the case may be; provided, the Indemnifying Party foregoing shall not be liable for applicable to any individual amounts owed in connection with the Purchase Price or series of related Losses which do not exceed $10,000 (which Losses the proration adjustment thereof. In determining whether Sellers shall not be counted toward obligated to indemnify Buyer under this Section 10, once the Deductible). (b) The aggregate amount of all Losses Threshold Amount has been satisfied, each representation and warranty and each covenant contained in this Agreement for which an Indemnifying Party indemnity may be sought hereunder shall be liable pursuant read solely for purposes of determining whether a breach of such representation, warranty or covenant has occurred without regard to Section 6.02(a)or Section 6.03(a), as the case materiality (including Material Adverse Effect) qualifications that may be, shall not exceed 7% of the Purchase Pricebe contained therein. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect Notwithstanding any other provision of any Loss shall be limited this Agreement to the amount contrary, in no event shall a party be entitled to indemnification for such party's consequential or punitive damages, regardless of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected the theory of recovery. Each party hereto agrees to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements mitigate any losses which form the basis for any Losses prior to seeking claim for indemnification under this Agreementhereunder. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI Section 7.5 is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI Section 7.5 is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(aSections 7.1(b) and Section 6.03(a) 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 6.02(aSections 7.2(a) or Section 6.03(a7.3(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(aSections 7.2(a) or Section 6.03(a7.3(a) exceeds $35,000 [**] (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of starting from the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)first dollar. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 7.2(a) or Section 6.03(a7.3(a), as the case may be, shall not exceed 7% $[**]; provided, that, such limitation shall not apply in the case of a breach of Section 3.11(a) that 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 5.2. Notwithstanding the foregoing, (i) the limitations set forth in this Section 7.5 shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud or by reason of any inaccuracy in or breach of any Fundamental Representations and (ii) the aggregate amount of all Losses for which Sellers shall be 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 Section 6.02(a) Sections 7.2 or Section 6.03(a) 7.3, in respect of any Loss shall be limited to the amount of any liability Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) Sections 7.2 or Section 6.03(a) 7.3, in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be 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, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating except to the breach extent such damages are actually awarded and paid to (i) a third Person in connection with a Third-Party Claim or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple(ii) a Governmental Authority. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware For the sole purpose of determining the amount of any event Losses (and not for determining whether or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out breaches of any inaccuracy in or breach of any of the representations or warranties of Seller contained have occurred) for which any Indemnifying Party is responsible pursuant to this Article 7, each representation or warranty set forth in this Agreement if Buyer had knowledge of shall be determined without regard to any qualification as to materiality, including “Material Adverse Effect” or other similar materiality qualification contained in such inaccuracy representation or breach prior to the Closingwarranty.

Certain Limitations. The party making a claim under this ARTICLE VI IX is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI IX is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) 9.02 shall be subject to the following limitations: (a) The Other than with respect to the representation and warranties contained in Section 4.01 (Organization), Section 4.02 (Authority), Section 4.03(a) and (b) (No Conflicts), Section 4.08 (Title; Condition), Section 4.20 (Taxes), Section 4.22 (No Brokers), Section 5.01 (Organization), Section 5.02 (Authority), Section 5.03(a) and (b) (No Conflicts), Section 5.08 (Buyer SEC Reports) and Section 5.18 (No Brokers) (collectively, the “Fundamental Matters”), or common law fraud or intentional misrepresentation, the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a9.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) thereunder exceeds $35,000 (the “Deductible”)25,000, in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible).thereof (b) The Other than with respect to the Fundamental Matters, or common law fraud or intentional misrepresentation, the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 9.02(a) shall not exceed 7% $100,000; provided, however, that the aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 9.02(a) with respect to the Purchase PriceFundamental Matters and/or pursuant to Sections 9.02 shall not exceed $9,104,855. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) 9.02 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under Loss, in each case net of income Taxes payable upon the receipt of such insurance policies or indemnity, contribution proceeds or other similar agreements for any Losses prior to seeking indemnification under this Agreementpayment. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiplemultiple (other than any such damages that are components of damages awarded to any third party for any claim for which such Indemnified Party is entitled to indemnification hereunder). (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Neither Seller nor Buyer shall not be liable under this ARTICLE VI IX for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller the other party contained in this Agreement if Buyer such other party had knowledge Knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 6.02 and Section 6.03(a) 6.03 shall be subject to the following limitations: (a) The Indemnifying Party Sellers and Owner shall not be liable to the Indemnified Party Buyer Indemnitees for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 250,000 (the “DeductibleBasket”), in which event the Indemnifying Party Sellers shall only be required to pay or be liable for all such Losses in excess of the DeductibleBasket. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party Sellers and Owner shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 6.02(a) shall not exceed 7% $1,000,000 (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 6.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of the Purchase Price. (ci) Payments by an Indemnifying Party pursuant intentional misrepresentation or fraud, or (ii) any inaccuracy in or breach of any Fundamental Representations. In addition, subject to Section 6.02(a) or Section 6.03(a) in respect of any Loss 6.04(d), the Basket shall be limited not apply to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnityLosses based on, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreementarising out of, or diminution of value with respect to or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out by reason of any inaccuracy in or breach of the representations and warranties of Sellers and the Company in Section 3.09(b) (such a claim, a “Sufficiency Claim”). (b) For purposes of this Article VI, any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to a representation or warranty shall be disregarded and not taken into account in determining both (i) whether a breach of such representation or warranty exists and (ii) the amount of Losses payable to an Indemnified Party with respect to such breach. (c) Losses that may be recovered from an Indemnifying Party shall take account of and be reduced by (i) any amounts actually recovered by the Indemnified Party or its Affiliate pursuant to any indemnification by or indemnification agreement with any third party (net of any costs or expenses incurred in connection with such recovery), (ii) the amount of any insurance proceeds, contribution payments or reimbursements actually received by the Indemnified Party or its Affiliate in respect thereof (net of any costs or expenses incurred in connection with such recovery) and (iii) an amount equal to the amount of any Tax benefit actually received by the Indemnified Party or its Affiliate in connection with such Losses in the same Tax year as the Loss was incurred (each Person named and source identified in clauses (i), (ii) and (iii), a “Collateral Source”). An Indemnified Party shall use commercially reasonable efforts to seek recovery from all Collateral Sources. If the amount to be netted hereunder from any payment required under this Section 6.04(c) is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under this Article VI, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 6.04(c) had such determination been made at the time of such payment. In addition, the amount indemnifiable by Sellers or Owner hereunder on account of Losses shall be reduced to the extent any indemnifiable amount was reflected as a liability in the calculation of the representations or warranties of Seller contained in this Agreement if final Purchase Price as determined pursuant to Section 1.06. (d) Notwithstanding any provision herein to the contrary, no Buyer had knowledge of such Indemnitee may make a Sufficiency Claim without first giving Owner sixty (60) days to cure the applicable inaccuracy or breach prior to breach, whether by transferring the Closingapplicable asset, providing a replacement or otherwise.

Certain Limitations. The party parties making a claim under this ARTICLE VI is Article VIII are referred to collectively as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI Article VIII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a8.02(a) exceeds $35,000 1,500,000 (the “DeductibleDeductible Amount”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the DeductibleDeductible Amount. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an the Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 8.02(a) and (b) shall not exceed 7% $60,000,000 (the “Cap Amount”). Notwithstanding anything in this Agreement to the contrary, any qualification or exception contained in any representation or warranty relating to materiality or Material Adverse Effect shall be disregarded for purposes of determining the amount of any Losses. (b) The Indemnifying Party shall not be liable to the Indemnified Party 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 Deductible Amount, in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Purchase PriceDeductible Amount. The aggregate amount of all Losses for which the Indemnifying Party shall be liable pursuant to Section 8.03(a) and (b) shall not exceed the Cap Amount. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party (or its Affiliates) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts (at the Indemnifying Party’s sole cost and expense) to recover under insurance policies or indemnity, contribution or other similar agreements for Contracts which would reasonably be expected to cover such Losses (provided that the Indemnified Party shall not be required to litigate any Losses prior dispute, or otherwise bring any claim, lawsuit or other proceeding to seeking obtain such insurance and other proceeds). If such insurance proceeds are received by the Indemnified Party (or its Affiliates) after the date on which the Indemnifying Party pays such indemnification under this Agreementclaim to the Indemnified Party (or its Affiliates), the Indemnified Party (or its Affiliates) shall, no later than five Business Days after receipt of such insurance proceeds, (i) if the payment with respect to such indemnification claim was paid out of the Escrow Amount and the Escrow Agreement remains in effect, replenish the Escrow Amount with the amount received, net of any costs and expenses incurred by the Indemnified Party (or its Affiliates) related thereto, or (ii) if otherwise, remit such proceeds, net of any costs and expenses incurred by the Indemnified Party (or its Affiliates) related thereto, to the Indemnifying Party (and if Wexford Equities is the Indemnifying Party, Wexford Equities shall disburse such net proceeds in accordance with Section 2.06(b)). (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be actually realized as a result of such Loss by the Indemnified Party in the year in which such Loss was incurred. Whether the Indemnified Party actually realizes a Tax benefit shall be determined based on the actual reduction in the taxable income of such Indemnified Party solely as a result of the incurrence of such Loss in the year in which such Loss was incurred, determined in good faith by the Indemnified Party’s accountants by calculating the taxable income of the Indemnified Party with and without such Loss. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution unless such damages are suffered by a third party and form part of value or any damages based on any type of multiplea claim by such third party made against an Indemnified Party. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss (at the Indemnifying Party’s sole cost and expense) upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller Wexford Equities and the other holders of Company LLC Interests shall not be liable have and shall not exercise or assert (or attempt to exercise or assert) any right of contribution, right of indemnity or other right or remedy against the Surviving Company in connection with any indemnification obligation or any other liability to which such parties may become subject under or in connection with this ARTICLE VI for Agreement or the Escrow Agreement. (h) Wexford Equities and the other holders of Related Entity LLC Interests and Agent Common Stock shall not have and shall not exercise or assert (or attempt to exercise or assert) any Losses based upon right of contribution, right of indemnity or other right or remedy against the Related Entities in connection with any indemnification obligation or any other liability to which such parties may become subject under or in connection with this Agreement or the Escrow Agreement. (i) Notwithstanding anything in this Agreement to the contrary, neither the Deductible Amount nor the Cap Amount shall apply to any claims relating to or arising out of any inaccuracy (i) the Fundamental Representations, (ii) the matters referenced in Section 8.02(c), Section 8.02(d), Section 8.02(e), Section 8.02(f) or breach of any of Section 8.03(c), (iii) the representations purchase price adjustments referenced in Section 3.05, or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy (iv) fraud or breach prior to the Closingwillful misconduct.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to From and after the Indemnified Party for Closing Date, any indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the that Buyer Indemnified Party may be entitled to indemnification under Section 6.02(a8.2(a) (other than with respect to Fundamental Representations) shall be satisfied solely (i) from the Escrow Amount until the earlier of the date that (A) the Escrow Account expires or is terminated in accordance with the Escrow Agreement or (B) the amount of Losses paid from the Escrow Amount to the Buyer Indemnified Party equals or exceeds the Escrow Amount, and (ii) by recovery from the R&W Policy, in any order of priority selected by the Buyer Indemnified Party. For purposes of clarity, (1) the right of the Buyer Indemnified Persons to be indemnified from the Escrow Account or the R&W Policy shall be the sole and exclusive remedy with respect to the matters set forth in Section 6.03(a8.2(a) (other than with respect to Fundamental Representations), as (2) the case may bemaximum aggregate Liability pursuant to in connection with any matter set forth in Section 8.2(a) (other than with respect to Fundamental Representations), shall be limited to an amount equal to the Indemnifying Party Escrow Amount and (3) none of the Seller, any current or former Beneficial Owner, any Affiliate of any of the foregoing, or any Representative of any of the foregoing, shall not be liable for have any individual Liability of any nature to Buyer or series of related Losses which do not exceed $10,000 any Affiliate thereof with respect to any matter set forth in Section 8.2(a) (which Losses shall not be counted toward the Deductibleother than with respect to Fundamental Representations). (b) The aggregate From and after the Closing Date, any indemnification that an Buyer Indemnified Party may be entitled to under Section 8.2(a) with respect to the Fundamental Representations or subclauses (b) through (i) of Section 8.2 shall be satisfied first, from (i) the Escrow Amount until the earlier of the date that (A) the Escrow Account expires or is terminated in accordance with the Escrow Agreement or (B) the amount of all Losses for which an Indemnifying paid from the Escrow Amount to the Buyer Indemnified Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a)equals or exceeds the Escrow Amount, as or (ii) by recovery from the case may beR&W Policy, shall not exceed 7% in any order of priority selected by the Purchase PriceBuyer Indemnified Party, and second, from the Beneficial Owners. (c) Payments The aggregate amount required to be paid by Seller and the Beneficial Owners under Section 8.2 shall not exceed an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited amount equal to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by Purchase Price (the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement“Cap”). (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an The aggregate amount equal to any Tax benefit realized or reasonably expected required to be realized as a result of such Loss paid by Buyer under Section 8.3 shall not exceed the Indemnified PartyCap. (e) In no event Notwithstanding anything to the contrary contained herein, the limitations set forth in Section 8.6(a) through Section 8.6(d) shall any Indemnifying Party be liable not apply to any Indemnified Party for any punitiveLosses arising out of, 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 Agreementotherwise by virtue of, directly or diminution of value indirectly, any fraud, intentional misrepresentation or any damages based on any type of multiplewillful misconduct. (f) Each Indemnified Party shall take, For purposes of determining whether there has been a breach of representation or warranty and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware for the purposes of determining the amount of any event Losses payable therefrom pursuant to Section 8.2(a) or circumstance Section 8.3(a), the representation and warranty shall be determined as if any such representation or warranty that would is qualified by “material,” “in all material respects” or any similar term or limitation is so true and correct will be reasonably expected to, made as if “material,” “in all material respects” or does, give rise thereto, including incurring costs only to any similar terms or limitations were not included therein (except that the minimum extent necessary to remedy materiality qualifiers as described in the breach that gives rise to such Loss. (g) Seller preceding part of this clause shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy disregarded in or breach of any of the representations or warranties of Seller contained lead-in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the ClosingSection 2.8).

Certain Limitations. The party making a claim under this ARTICLE VI Article VIII is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI Article VIII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.2 and Section 6.03(a) 8.3 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.2(a) or Section 6.03(a8.3(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a8.2(a) or Section 6.03(a8.3(a) exceeds $35,000 one percent (1%) of the Purchase Price (the “DeductibleBasket”), in which event the Indemnifying Indemnified Party shall only be required entitled to pay be indemnified for all Losses arising under 8.2(a) or be liable for Losses in excess of 8.3(a). Notwithstanding the Deductible. With foregoing, the Basket shall not apply with respect to any indemnification claim pursuant to Section 8.2(a) regarding a breach of the representations set forth in Section 4.15 or regarding the condition of the Equipment as to which the Indemnified Party may be entitled to indemnification under described in Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)6.14. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 8.2(a) or Section 6.03(a8.3(a), as the case may be, shall not exceed 7% ten percent (10%) of the Purchase PricePrice (the “Cap”), and the right to obtain indemnification from the Escrow Fund pursuant to the indemnification provisions of this Section 8.4 and the Escrow Agreement shall be the Buyer’s sole and exclusive remedy for or in connection with any matters described in Section 8.2(a), and Seller shall not have any Liability under or in connection with such matters in excess of the amount of the Escrow Fund (the “Escrow Fund Limit”), provided, however, that neither the Cap, nor Escrow Fund Limit, shall apply to any Losses that result from any inaccuracy in, or breach of, any Fundamental Representation. Notwithstanding the foregoing limitations on Buyer’s remedies, this paragraph 8.4(b) shall not operate to waive, release, or limit the Buyer’s or its mortgagee’s rights, claims, and remedies that it may have under insurance policies insuring against the risk of any Losses. With respect to claims or Losses in respect of any representation or warranty as to which there is an allegation of intentional fraud, or claims or Losses that result from any inaccuracy in, or breach of a Fundamental Representation, such claims shall not be limited to the Cap, but shall be limited to the amount of the Purchase Price paid pursuant to this Agreement. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or 8.2 and Section 6.03(a) 8.3 in respect of any Loss shall be limited to the amount of any liability Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or 8.2 and Section 6.03(a) 8.3 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI Article VII is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI Article VII is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 7.02 and Section 6.03(a) 7.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a) exceeds $35,000 340,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to any Losses resulting from common law fraud or intentional fraud by the Indemnifying Party or any Losses resulting from the inaccuracy or breach of any Fundamental Representation. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a7.02(a) or Section 6.03(a7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 5,000 (the “De Minimis Threshold”) (which Losses shall not be counted toward the Deductible); provided, however, that the De Minimis Threshold shall not apply to any Losses resulting from the inaccuracy or breach of any Fundamental Representation. (b) The Notwithstanding anything else in this Agreement, the aggregate amount of all Losses for which an all Seller Indemnifying Party Parties as a group shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be7.02, shall not exceed 7% and all Buyer Indemnified Persons as a group recourse shall be limited to $1,700,000 (the “General Cap”); provided, however, that such limitation on Seller’s indemnification liability shall not apply to Losses resulting from common law fraud or intentional fraud by Seller in the negotiation or execution of this Agreement or the Transaction Documents or any Losses resulting from the inaccuracy or breach of any Fundamental Representation. However, notwithstanding anything in this Agreement to the contrary, the aggregate amount of all Losses, including Losses related to any other claims under this Agreement shall not exceed the Post-Adjustment Purchase PricePrice (the “Ultimate Cap”). (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 7.02 or Section 6.03(a) 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any separate indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. In addition, Buyer acknowledges and agrees that the Company Group Entities are master distributors of industrial fasteners and related products and as such, in the event that there is a claim that arises after the Closing related to a breach or alleged breach of the representations and warranties contained in Section 4.26 related to products sold (and not manufactured) by the Company Group Entities, Buyer and the Company Group shall use good faith efforts to recover the amount of such claim from the manufacturer of such product rather than Seller; provided, however, that any reasonable costs incurred by Buyer and the Company Group in pursuing such recovery in excess of any such recovery shall be deemed a Loss for purposes of this Article VII. (ge) Seller shall not be liable under this ARTICLE VI Article VII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing. (f) For the avoidance of doubt, Buyer shall not be entitled to any indemnification under this Article VII if any Tax attributes of the Company (including, but not limited to, net operating loss carryovers, capital loss carryovers, adjusted basis or credits) are not available to the Company, Buyer or any other Person for any Tax period (or portion thereof) beginning after the Closing Date. (g) For purposes determining the amount of any Loss under this Article VII relating to 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 ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party aggregate amount of Losses for which the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall be entitled to indemnification pursuant to this Article VIII shall not exceed $100,000 (the “Indemnification Cap”), other than with respect to the following: claims based on Fraud, criminal activity or willful misconduct of Seller (the claims described in clauses (i), (ii), and (iii), the “Seller Special Indemnification Matters”) and claims based on Fraud, criminal activity or willful misconduct of Buyer (the claims described in clauses (i), (ii) and (iii), the “Buyer Special Indemnification Matters”). (b) Seller shall not be liable to the Buyer Indemnified Party Parties for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, 8.02 unless and until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds 8.02 exceed $35,000 50,000 (the “DeductibleThreshold”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for (provided that any individual or series of related Losses which do not exceed $10,000 50,000 (“De-Minimis Losses”) shall not be counted towards the Threshold), at which time the Buyer Indemnified Party shall be indemnified for the amount of Losses in excess of the Threshold up to the Cap, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that such Losses to be paid solely from return of shares of stock held by Seller in Buyer; provided, further, that the Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Buyer Indemnified Party shall be entitled to be indemnified for, all Losses arising out of or resulting from the indemnification obligation with respect to Seller Special Indemnification Matters. Buyer shall not be liable to the Seller Indemnified Parties for indemnification under Section 8.03 unless and until the aggregate amount of Losses in respect of indemnification under Section 8.03 exceeds the Threshold (provided that De-Minimis Losses shall not be counted toward towards the DeductibleThreshold). (b) The aggregate amount of all Losses for , at which an Indemnifying time the Seller Indemnified Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a)indemnified for the amount of Losses in excess of the Threshold, as including, for the case may beavoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion of De-Minimis Losses shall not exceed 7% be applicable with respect to, and each Seller Indemnified Party shall be entitled to be indemnified for, all Losses arising out of or resulting from the Purchase Priceindemnification obligation with respect to Buyer Special Indemnification Matters. (c) Payments by an the Indemnifying Party (as defined in Section 8.05) pursuant to Section 6.02(a) or Section 6.03(a) Article VIII in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party (as defined in Section 8.05) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) Notwithstanding the foregoing, in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any the Indemnifying Party be liable to any the Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiplemultiple except to the extent adjudicated and owed to a third party with respect to a Third Party Claim. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss Loss, including by pursuing insurance claims and claims against third parties, and shall reasonably consult and cooperate with the Indemnifying Party with a view toward mitigating Losses upon becoming aware of any 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 LossLosses. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) 11.2 shall be subject to the following limitations: (a) The Seller Indemnifying Party Parties shall not be liable to the Buyer Indemnified Party Parties for indemnification under Section 6.02(a11.2(a) or Section 6.03(a), as the case may be, and (e) until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a11.2(a) or Section 6.03(aand (e) exceeds $35,000 100,000 (the “DeductibleBasket”), in which event the Seller Indemnifying Party Parties shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)Basket. (b) The aggregate amount of all Losses for which an Seller Indemnifying Party Parties shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 11.2(a) and (e) shall not exceed 7% of the Purchase Price$3,800,000. (c) Payments Notwithstanding the foregoing, the limitations set forth in Sections 11.4(a) and (b) shall not apply to Losses based upon, arising out of actual fraud or arising out of, with respect to or by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect reason of any Loss shall be limited to inaccuracy in the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this AgreementSeller Fundamental Representations. (d) Payments by an Except for actual fraud, the aggregate amount of all Losses for which Seller Indemnifying Party Parties shall be liable pursuant to Section 6.02(a11.2(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Partynot exceed $19,000,000. (e) In Except for actual fraud, no Seller Indemnifying Party shall be liable for any Losses pursuant to Section 11.2 in excess of the Purchase Price actually received by such Seller Indemnifying Party and in no event shall will any Seller 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 Agreementa representation or warranty or actual fraud committed by any other Seller Indemnifying Party. For the avoidance of doubt, or diminution even in the event of value or actual fraud, no Seller indemnifying Party that has not committed fraud shall be liable for any damages based on any type Losses in excess of multiplethe Purchase Price actually received by such Seller Indemnifying Party. (f) Each Indemnified Party shall takeNotwithstanding anything herein to the contrary, from and after the Closing, any claims for indemnification under Section 11.2 shall, subject to the foregoing provisions of this Section 11.4, be satisfied (i) first, to the extent recovery is available under the Escrow Fund, pursuant to the Escrow Agreement, (ii) second, by offset against any amounts of Earn-Out Payment that become due (but have not already been paid) pursuant to Section 2.5, , and cause its Affiliates (iii) third, to take, all reasonable steps to mitigate any Loss upon becoming aware the extent recovery is not available by offset of any event Earn-out Payment or circumstance that would be reasonably expected tounder the Escrow Fund, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Lossdirectly by Seller Indemnifying Parties. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations: (a) The Indemnifying Party Notwithstanding anything contained herein to the contrary, the Company and Parent shall not be liable obligated to indemnify Purchaser Indemnified Parties for aggregate Purchaser Losses (i) under this Agreement pursuant to Section 9.01(a)(1) in excess of $14,000,000 (the “Cap”) or (ii) under this Agreement (other than pursuant to Sections 6.09 and 9.01(a)(3)) in excess of an amount equal to the Purchase Price; provided, however, that the limitations set forth in clause (i) and (ii) above shall not apply to fraud, criminal activity, willful misconduct or any breaches of any Fundamental Representation. Notwithstanding anything contained herein to the contrary, Purchaser shall not be obligated to indemnify Company Indemnified Parties for aggregate Company Losses (i) under this Agreement pursuant to Section 9.01(b)(1) in excess of the Cap; provided, however, that the limitations set forth in clause (i) shall not apply to fraud or any breaches of any Fundamental Representation or (ii) under this Agreement (other than pursuant to Sections 6.09 and 9.01(b)(3)) in excess of an amount equal to the Purchase Price. (b) Notwithstanding anything contained herein to the contrary, the Company and Parent shall not be obligated to indemnify Purchaser Indemnified Parties under this Agreement pursuant to 9.01(a)(1), unless and until the aggregate Purchaser Losses subject to such indemnification collectively exceed $700,000 (the “Deductible”), whereupon such indemnification shall be made by the Company and Parent only with respect to the amount of such Purchaser Losses in excess of $500,000; provided that no Purchaser Losses may be claimed by a Purchaser Indemnified Party or shall be reimbursable by the Company or Parent or shall be included in calculating the Deductible other than Purchaser Losses in excess of $25,000 resulting from any single or aggregated claims arising out of the same facts, events or circumstances and provided that in no event shall any internal costs be included as a Loss; further provided, however, that the Deductible shall not apply to any breaches of any Fundamental Representation or any Purchaser Losses due to fraud, criminal activity, or willful misconduct. Notwithstanding anything contained herein to the contrary, Purchaser shall not be obligated to indemnify Company Indemnified Parties under this Agreement pursuant to 9.01(b)(1), unless and until the aggregate Company Losses subject to such indemnification collectively exceed the Deductible, whereupon such indemnification shall be made by Purchaser only with respect to the amount of such Company Losses in excess of $500,000; provided that no Company Losses may be claimed by a Company Indemnified Party or shall be reimbursable by Purchaser or shall be included in calculating the Deductible other than Company Losses in excess of $25,000 resulting from any single or aggregated claims arising out of the same facts, events or circumstances and provided that in no event shall any internal costs be included as a Loss; further provided, however, that the Deductible shall not apply to any breaches of any Fundamental Representations. (c) The representations and warranties of the Company and Parent contained in Article IV and Purchaser contained in Article V shall survive the Closing and terminate on the date that is eighteen (18) months following the Closing Date (except for indemnification under the representations and warranties contained in Section 6.02(a4.05 and Section 4.13 which shall survive for sixty (60) days following the expiration of the applicable statute of limitations); provided that the Fundamental Representations shall terminate on the date that is thirty-six (36) months following the Closing Date. All covenants and agreements of the Parties contained herein shall survive the Closing indefinitely or for the period explicitly specified therein. (d) The obligations to indemnify and hold harmless a Party pursuant to Sections 9.01(a)(1) or 9.01(b)(1) shall terminate when the applicable representation or warranty terminates pursuant to Section 6.03(a9.02(c); provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any claims as to which the Company Indemnified Party or Purchaser Indemnified Party, as the case may be, until to be indemnified (each, an “Indemnified Party”) shall have, before the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $35,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess expiration of the Deductible. With respect to any applicable survival period, previously made a claim as to which by delivering a written notice (stating in reasonable detail the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a)basis of such claim, as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, shall not exceed 7% of the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss extent known by the Indemnified Party) to the indemnifying Party hereunder (the “Indemnifying Party”). (e) In no Each Person entitled to indemnification hereunder shall, to the extent as would be required under applicable Law, take all reasonable steps to mitigate all Losses after becoming aware of any event shall any Indemnifying Party that could reasonably be liable expected to give rise to any Indemnified Party for any punitive, incidental, consequential, special Losses which are indemnifiable or indirect damages, including loss of future revenue recoverable hereunder or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiplein connection herewith. (f) Each Indemnified Party shall takeFor purposes of this Article IX, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations representation or warranties of Seller warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in this Agreement if Buyer had knowledge of or otherwise applicable to such inaccuracy representation or breach prior to the Closingwarranty.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) and Section 6.03(a) shall be subject to the following limitations:8.2 and (a) The Indemnifying Party Company Parent shall not be liable to the Indemnified Party Investor Indemnitees for indemnification under Section 6.02(a8.2(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a8.2(a) exceeds $35,000 [REDACTED DOLLAR AMOUNT] (the “Deductible”), in which event the Indemnifying Party Company Parent shall only be required to pay or be liable for all such Losses in excess of that exceed the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party Company Parent shall be liable pursuant to Section 6.02(a)or 8.2(a) or Section 6.03(a), as the case may be, 8.2(e) shall not exceed 7% $[REDACTED DOLLAR AMOUNT] (the “Cap”). (b) Investor shall not be liable to the Company Parent Indemnitees for indemnification under Section 8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the Purchase PriceDeductible, in which event Investor shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Investor shall be liable pursuant to Section 8.3(a) shall not exceed the Cap. (c) Payments Notwithstanding the foregoing, the limitations set forth in Section 8.4(a) and Section 8.4(b) shall not apply to Losses based upon, arising out of, or resulting from (i) a party’s breach of the Fundamental Representations or Tax Representations, or (ii) a party’s criminal activity (except with respect to Federal Cannabis Laws), intentional misconduct or fraud. (d) The obligation to provide indemnity by an Indemnifying Party pursuant to Section 6.02(a8.2(a) or and Section 6.03(a8.3(a) in respect of any Loss Losses shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be actually received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(aincluding the Company) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Partyclaim. (e) In no event shall Notwithstanding 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 provision to the breach contrary herein or alleged breach in the Certificate of this AgreementIncorporation or by-laws of the Company, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller Company Parent shall not be liable under this ARTICLE VI entitled to indemnification from the Company for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in for which Company Parent shall be liable pursuant to this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the ClosingARTICLE VIII.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 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 6.02(a8.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a8.02(a) exceeds ONE HUNDRED THOUSAND DOLLARS ($35,000 100,000) (the “DeductibleBasket”), in which event the Indemnifying Party Sellers shall only be required to pay or be liable for all such Losses in excess of the DeductibleBasket. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible). (b) The aggregate amount of all Losses for which an Indemnifying Party Sellers shall be liable pursuant to Section 6.02(a)or Section 6.03(a), as the case may be, 8.02(a) shall not exceed 7% THREE HUNDRED AND THIRTEEN THOUSAND TWO HUNDRED DOLLARS ($313,200) (the “Cap”).‌ (b) 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 in excess of the Purchase Price.Basket. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap.‌ (c) Payments by an Indemnifying Party pursuant to Notwithstanding the foregoing, the limitations set forth in Section 6.02(a8.04(a) or and Section 6.03(a8.04(b) in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) Seller shall not be liable under this ARTICLE VI for any apply to Losses based upon or upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Sellers’ Fundamental Representation or any Buyer’s Fundamental Representation, the aggregate liability for which, in either Sellers’ or Buyer’s case, as applicable, shall be capped at the Purchase Price. (d) The amount of Losses that an Indemnified Party (as that term is described in Section 8.05) may recover pursuant to this ARTICLE 8 shall be reduced, on a dollar for dollar basis, by any Tax benefits actually realized in respect of the representations Losses forming the basis of such claim for recovery. (e) For purposes of this ARTICLE 8, any inaccuracy in or warranties breach of Seller any representation or warranty and the amount of any Loss shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in this Agreement if Buyer had knowledge of or otherwise applicable to such inaccuracy representation or breach prior to the Closingwarranty.

Certain Limitations. The party making a claim under this ARTICLE VI Article 8 is referred to as the “Indemnified Party,” ”, and the party against whom such claims are asserted under this ARTICLE VI Article 8 is referred to as the “Indemnifying Party.” “Affiliate” of a person or entity means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. The indemnification provided for in Section 6.02(a) 8.02 and Section 6.03(a) 8.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a8.02(a) or Section 6.03(a8.03(a) exceeds $35,000 (the “Deductible”)350,000, in which event the Indemnifying Party shall only be required to pay or be liable for all such Losses in excess of back to the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $10,000 (which Losses shall not be counted toward the Deductible)first dollar. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 6.02(a)or 8.02(a) or Section 6.03(a8.03(a), as the case may be, shall not exceed 7% of the Purchase Price$3.0 million. (c) Payments by an Indemnifying Party pursuant to Section 6.02(a) 8.02 or Section 6.03(a) 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 6.02(a) or Section 6.03(a) in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business Shipwreck Business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (fe) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (gf) Seller shall not be liable under this ARTICLE VI Article 8 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if any Buyer Party had knowledge of such inaccuracy or breach prior to the Closing.