Common use of Certain Limitations Clause in Contracts

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. Notwithstanding any other provisions of Section 2.3(b), (ai) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted that any of or all the Net Cash Proceeds of any disposition by a Foreign Subsidiary giving rise to a prepayment pursuant to Section 2.3(b)(ii) (a "Foreign Disposition"), the Net Cash Proceeds of any prepayment event from a Foreign Subsidiary (a "Foreign Prepayment Event") or Excess Cash Flow attributable to Foreign Subsidiaries would be prohibited or delayed by applicable Lawlocal law (including financial assistance, assign corporate benefit, restrictions on upstreaming cash intra-group and the fiduciary and statutory duties of directors of the relevant subsidiaries), the portion of such of its rights Net Cash Proceeds or Excess Cash Flow so affected will not be required to proceed against be applied to repay Term Loans at the Potential Contributor times provided in Section 2.3(b) (the Borrower hereby agreeing to use commercially reasonable efforts (as are necessary determined in the Borrower's reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, take all actions reasonably required by the applicable local law, applicable organizational or constitutive impediment or other impediment to permit such Indemnifying Party to recover from repatriation), and if within one year following the Potential Contributor date on which the amount respective payment would otherwise have been required, such repatriation of any of such payment affected Net Cash Proceeds or Excess Cash Flow is permitted under the Indemnifying Party shall otherwise applicable local law, applicable organizational or constitutive impediment or other impediment, such Net Cash Proceeds or Excess Cash Flow will be subrogated promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (net of additional taxes, costs and expenses that would be payable or reserved against as a result of repatriating such amounts) (whether or not repatriation actually occurs) to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect repayment of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party Term Loans pursuant to this Article V, the Indemnitee shall promptly remit Section 2.3(b) to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less extent provided herein and (ii) to the full amount extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition, any Foreign Prepayment Event or Excess Cash Flow attributable to Foreign Subsidiaries would have a material adverse tax consequence to Holdings and its Restricted Subsidiaries, the Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.3(b). The non- application of any prepayment amounts as a consequence of the Indemnifiable Lossforegoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party After the Closing, the Sellers shall not be required to indemnify the Buyer Indemnitees for Losses under Section 8.2 until the aggregate amount of all such Losses exceeds [***] (the “Basket”), in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor which event Sellers shall be responsible for the amount of such payment Losses in excess of the Basket; provided, however, that the Basket shall not apply with respect to any Excluded Representation or Retained Liability, any matter covered by the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against Escrow Agreement or a breach of Sections 5.10 or 5.16, or fraud on the Potential Contributorpart of any Seller. (b) If notwithstanding Buyer shall not be required to indemnify the Seller Indemnitees for Losses under Section 5.04 an Indemnitee receives an 8.3 until the aggregate amount from a third party of all such Losses exceeds the Basket, in respect of an Indemnifiable Loss that is which event Buyer shall be responsible for the subject of indemnification hereunder after all or a portion amount of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article VLosses in excess of the Basket; provided, however, the Indemnitee Basket shall promptly remit not apply with respect to any Accepted Liability or fraud on the Indemnifying Party the excess (if any) part of (i) the amount paid Buyer or any matters covered by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable LossEscrow Agreement. (c) An insurer who would otherwise be obligated to pay any claim Sellers shall not be relieved required to indemnify Buyer Indemnitees for Losses in excess of [***] (“CAP”), other than any Excluded Representation, Retained Liability, matters covered by the Escrow Agreement, or fraud on the part of any Seller. Sellers obligations to indemnify under this Article shall be based on their respective ownership percentages of the responsibility with respect thereto or, solely by virtue of Company The CAP related to any Losses related to the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party HMPM lease shall be entitled limited to [***] (the “HMPM CAP”). The HMPM CAP shall be exclusive of any attorney’s fees related to litigation concerning the HMPM lease for which Sellers shall be solely responsible. For sake of clarity, the parties agree that any litigation concerning the HMPM lease is a “wind-fall” (i.e. a benefit they would Retained Liability and not be entitled subject to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofBasket. (d) Notwithstanding anything Buyer shall not be required to indemnify Seller Indemnitees for Losses in excess of the contrary, CAP other than with respect to any Accepted Liability or fraud on the part of Buyer. (e) The liability of Sellers for all Losses shall be reduced by the net amount of any proceeds of insurance actually received by a Buyer Indemnitee from non-Affiliate third parties in connection with a claim for indemnification or contribution obligations under this Separation Agreement shall not be adjusted by such Buyer Indemnitee (but only to take into account the Tax treatment extent insurance proceeds are actually received by a Buyer Indemnitee within twelve (12) months of the relevant Buyer Indemnitee’s submission to its insurer(s) of its claim and appropriate supporting documentation, unless the Buyer Indemnitee with respect fails to diligently attempt throughout such twelve (12) month period to collect promptly such insurance proceeds). If a Buyer Indemnitee receives such insurance payment subsequent to such period and following indemnification by Sellers, Buyer Indemnitee shall remit to the Sellers the amount so paid by the insurance company but not in excess of the indemnification or contribution payment or by Sellers. In the indemnified itemevent of any Third Party Claim as defined in Section 8.5 hereof, provided Sellers have accepted responsibility for any such claim without reservation, Buyer and Sellers shall cooperate in submitting, pursuing and collecting indemnity claims.

Certain Limitations. The indemnification afforded by this Article X shall be subject to the following limitations: (a) If With respect to indemnification by the Company pursuant to Section 10.1(a), the Company’s maximum liability for any Indemnitee receives Loss suffered by an Investor Indemnified Party (other than any payment Loss resulting from a Third Party Claim) shall not exceed an Indemnifying amount (the “Company Indemnification Cap”) equal to (1) the Hard Cap and the amount of all of the other Obligations owed by the Company to the Investor hereunder (other than the indemnification amounts payable under Section 10.1(a)) as of the date of determination, minus (2) the aggregate amount of all 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 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 respect the Revenue Interests is transferred) pursuant to the exercise of its rights under Section 10.1(a) (without duplication of any Indemnifiable Losses and the Indemnitee could have recovered all amounts collected or a part received pursuant to clause (2)) prior to such date of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, determination to the extent permitted such amount was not collected or received in connection with a Third Party Claim. Notwithstanding the foregoing, the Company Indemnification Cap shall not apply to any Loss suffered by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying any Investor Indemnified Party to recover from the Potential Contributor the amount of such payment or the Indemnifying in connection with a Third Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential ContributorClaim. (b) If notwithstanding With respect to indemnification by the Investor pursuant to Section 5.04 an Indemnitee receives 10.2, the Investor’s maximum liability shall not exceed an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant equal to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (iA) the aggregate amount paid of all of the payments collected or received by the Indemnifying Party in respect of such Liability, plus the amount received Investors from the Company prior to the date of determination (excluding any amounts collected or received as a reimbursement of expenses incurred by the Investor or any indemnification amounts collected or received in connection with a Third Party in respect thereof, less Claim) over (iiB) the full amount of the Indemnifiable LossInvestment Amount. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect The amount of any Indemnifiable Losses and Covered ------------------- Liabilities for which indemnification is provided. under this Agreement shall be net of any amounts actually recovered by the Indemnitee could have indemnified party from third parties (including amounts actually recovered all or a part of under insurance policies) with respect to such Indemnifiable Loss from a third Covered Liabilities. Any indemnifying party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, hereunder shall be subrogated to the extent permitted by applicable Law, assign such rights of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor indemnified party upon payment in full of the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions provision hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or . If any other indemnified party recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall be entitled promptly remit to a “wind-fall” the indemnifying party the excess of (i.e. a benefit they would not be entitled to receive in A) the absence sum of the indemnification provisionsamount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) by virtue the full amount of the indemnification provisions hereofsuch Covered Liabilities. (db) Notwithstanding anything No remedy under this Agreement or at law or in equity shall include, provide for or permit the payment of multiple, exemplary, punitive or consequential damages or any equitable equivalent thereof or substitute therefor, and the burden shall be on the party claiming loss to the contrary, show actual loss in the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemclaimed.

Certain Limitations. (a) If The amount of any indemnifiable losses or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee receives any payment from an third parties (including, without limitation, amounts actually recovered under insurance policies) with respect to such indemnifiable losses or other liability. Any Indemnifying Party in respect hereunder shall be subrogated to the rights of any Indemnifiable Losses and the Indemnitee could have recovered all or a part upon payment in full of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions provision hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or . If any other Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnitee shall be entitled promptly remit to a “wind-fall” the Indemnifying Party the excess (i.e. a benefit they would not be entitled to receive in if any) of (A) the absence sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof LESS (B) the full amount of such indemnifiable loss or other liability. Nothing in this Section 5.3(a) shall obligate any Indemnifying Party to seek to recover any amounts from any third party (including, without limitation, amounts recoverable under insurance policies) prior to, or as a condition to, seeking indemnification provisions) by virtue of the indemnification provisions hereofunder this Article 5. (db) Notwithstanding anything The amount of any loss or other liability for which indemnification is provided under this Agreement shall be (i) increased to take account of any net tax cost incurred by the Indemnitee arising from the receipt or accrual of an indemnification payment hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit realized by the Indemnitee arising from incurring or paying such loss or other liability. In computing the amount of any such tax cost or tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified loss. Any indemnification payment hereunder shall initially be made without regard to this Section 5.3(b) and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have "actually realized" a net tax cost or a net tax benefit to the contraryextent that, and at such time as, the amount of taxes payable by such Indemnitee is increased above or reduced below, respectively, the amount of taxes that such Indemnitee would be required to pay but for the receipt or accrual of the indemnification payment or the incurrence or payment of such loss, as the case may be. The amount of any indemnification increase or contribution obligations under this Separation Agreement reduction hereunder shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee reflect any final determination with respect to the Indemnitee's liability for taxes, and payments between such indemnified parties to reflect such adjustment shall be made if necessary. (c) Any indemnification or contribution payment or made under this Agreement relating to Assumed Liabilities, Excluded Assets and Excluded Liabilities shall be characterized for tax purposes as if such payment were made immediately prior to the indemnified itemDistribution Date, except to the extent otherwise required by the Tax Sharing Agreement.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect The amount of any Indemnifiable Losses and Covered Liabilities for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee could have indemnified party from third parties (including amounts actually recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Partyunder insurance policies, such Indemnitee shall, but only to the extent permitted any recovered insurance proceeds exceed costs of collecting such proceeds and premium increases, whether retrospective or prospective, that are certified by applicable Law, assign such of its rights the underwriter to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover result from the Potential Contributor claim for such proceeds) with respect to such Covered Liabilities. Any indemnifying party hereunder shall be subrogated to the rights of the indemnified party upon payment in full of the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions provision hereof, have any subrogation rights with respect thereto. If any indemnified party recovers an amount from a third-party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third-party exceeds the remaining unpaid balance of such indemnifiable loss, it being expressly understood and agreed that no insurer or any other third then the indemnified party shall be entitled promptly remit to a “wind-fall” the indemnifying party the excess of (i.e. a benefit they would not be entitled to receive in A) the absence sum of the indemnification provisionsamount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third-party in respect thereof, less (B) by virtue the full amount of the indemnification provisions hereofsuch Covered Liabilities. (db) Notwithstanding anything Any indemnity payment made under this Agreement shall be treated by Buyer and Seller as an adjustment to the contraryPurchase Price, and Seller and Buyer agree not to take any position inconsistent therewith for any purpose. (c) Claims indemnifiable hereunder that are asserted within the periods permitted under Sections 11.1 and 11.4 shall, notwithstanding the passage of time beyond such periods, remain indemnifiable until enforced or compromised and satisfied in favor of, or withdrawn by, the amount Indemnitee. The limitations on liability for indemnification set forth in the proviso clauses of any indemnification or contribution obligations under this Separation Agreement Sections 11.2 and 11.3 shall not be adjusted apply to take into account any Covered Liability resulting from (i) a breach of representation or warranty contained herein committed with the Tax treatment Knowledge of Seller or Buyer, as the relevant Indemnitee with respect to case may be, or (ii) a willful intentional breach of a covenant within the indemnification control of Seller or contribution payment or Buyer, as the indemnified itemcase may be.

Certain Limitations. The indemnification provided in Section 7.02 and Section 7.03 shall be subject to the following limitations: (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid Payments by an Indemnifying Party pursuant to this Article VSection 7.02 or 7.03 in respect of any Loss shall be reduced by an amount equal to the net amount of any insurance proceeds or any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such Loss. The Indemnified Party shall (i) use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses and (ii) to the extent the Indemnified Party is unable to recover amounts under clause (i) sufficient to cover any Losses (such amounts, the Indemnitee shall promptly remit “Uncovered Amounts”), upon the written request of the Indemnifying Party, assign to the Indemnifying Party the excess (if any) of (i) right to recover the amount paid by Uncovered Amounts under such insurance policies or indemnity, contribution, or other similar agreements and use commercially reasonable efforts to cooperate with the Indemnifying Party’s claims thereunder. (b) In no event shall any Indemnifying Party in respect of be liable to any Indemnified Party for any punitive damages, except if and to the extent any such Liability, plus the amount received from the Third damages are recovered against an Indemnified Party in respect thereof, less (ii) the full amount of the Indemnifiable Losspursuant to a Third-Party Claim. (c) An insurer who Each Indemnified Party shall take, and cause its Affiliates to take, to the extent required by Law, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto orreasonably expected to, solely by virtue of the indemnification provisions hereofor does, have any subrogation rights with respect give rise thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything The parties agree that for purposes of (i) determining whether there has been a breach of or inaccuracy in any representation or warranty subject to the contrary, indemnification pursuant to this Article VII and (ii) calculating the amount of Losses with respect thereto, such representations and warranties alleged to have been breached shall be construed as if any indemnification qualification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee limitation with respect to materiality, whether by reference to the indemnification terms “material,” “in all material respects,” “in any material respect” or contribution payment “Material Adverse Effect” or words of similar import, were omitted from the indemnified itemtext of such representations and warranties. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any Losses in excess of the Aggregate Purchase Price plus the ▇▇▇▇ ▇▇▇▇-▇▇▇ Payment and the 2017 Earn-Out Payment.

Certain Limitations. (a) If The amount of any indemnifiable losses or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee receives any payment from an third parties (including amounts actually recovered under insurance policies) with respect to such indemnifiable losses or other liability. Any Indemnifying Party in respect hereunder shall be subrogated to the rights of any Indemnifiable Losses and the Indemnitee could have recovered all or a part upon payment in full of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions provision hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or . If any other Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnitee shall be entitled promptly remit to a “wind-fall” the Indemnifying Party the excess (i.e. a benefit they would not be entitled to receive in if any) of (A) the absence sum of the indemnification provisionsamount theretofore paid by such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) by virtue the full amount of the indemnification provisions hereofsuch indemnifiable loss or other liability. (db) Notwithstanding anything The amount of any loss or other liability for which indemnification is provided under this Agreement shall be (i) increased to take account of any net Tax cost incurred by the Indemnitee arising from the receipt or accrual of an indemnification payment hereunder (i.e., grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnitee arising from incurring or paying such loss or other liability. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified loss. Any indemnification payment hereunder shall initially be made without regard to this Section 9.05(b) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have "actually realized" a net Tax cost or a net Tax benefit to the contraryextent that, and at such time as, the amount of Taxes payable by such Indemnitee is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnitee would be required to pay but for the receipt or accrual of the indemnification payment or the incurrence or payment of such loss, as the case may be. The amount of any indemnification increase or contribution obligations under this Separation Agreement reduction hereunder shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee reflect any Final Determination with respect to the Indemnitee's liability for Taxes, and payments between such indemnified Parties to reflect such adjustment shall be made if necessary. (c) Any indemnification or contribution payment or made under this Agreement shall be characterized for Tax purposes as if such payment were made immediately prior to the indemnified itemBreak-Up.

Certain Limitations. The Buyer Indemnified Party or Seller Indemnified Party, as applicable, making a claim for indemnification under this ARTICLE VII is referred to herein as the “Indemnified Party” and the Party against whom such claims are asserted under this ARTICLE VII is referred to as the “Indemnifying Party.” The indemnification provided for in this ARTICLE VII shall be subject to the following limitations and other provisions: (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, Notwithstanding anything herein to the extent permitted by applicable Lawcontrary, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the aggregate amount of such payment or all Losses for which Seller shall be liable pursuant to Section 7.3(a) shall not exceed an amount equal to the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential ContributorPurchase Price. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from Any Indemnified Party that becomes aware of a third party in respect of an Indemnifiable Loss that is for which it seeks indemnification under this ARTICLE VII shall be required to use commercially reasonable efforts to mitigate the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) An insurer who would otherwise Losses of any Indemnified Party hereunder shall be obligated calculated after deducting the amount of any insurance proceeds and any indemnity, contribution or other similar Third Party recoveries actually received or reasonably expected to pay any claim shall not be relieved received by such Indemnified Party in respect of such Loss at or prior to the time of such calculation (net of the responsibility reasonable out of pocket costs and expenses associated with respect thereto orsuch recoveries and any associated increases in insurance premiums). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, solely by virtue of the contribution or similar agreements for any Losses prior to seeking indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofunder this Agreement. (d) Losses of any Indemnified Party hereunder shall be determined net of (i) any Tax benefit actually realized as of the time of such determination as a result of sustaining such Losses, and (ii) the net present value, calculated as of the time of such determination, of Tax benefits reasonably expected to be derived as a result of sustaining such Losses. (e) All Losses shall be determined without duplication of recovery under any other provisions of this Agreement or any Related Agreement. Without limiting the generality of the foregoing, (i) if any fact, circumstance, condition, agreement or event forming a basis for a claim for indemnification under this ARTICLE VII shall overlap with any fact, circumstance, condition, agreement or event forming the basis of any other claim for indemnification under this ARTICLE VII, there shall be no duplication in the calculation of the amount of Losses, and (ii) neither Seller nor Buyer shall have any liability under this ARTICLE VII for Losses relating to matters to the extent included in the calculation of the Purchase Price Adjustment in accordance with Section 2.6 or the prorations made in accordance with Section 2.7 (other than the failure to pay or credit any amounts so included). (f) Notwithstanding anything to the contrarycontrary herein, Seller’s liability for indemnification of Excluded Environmental Liabilities pursuant to Section 7.3(c) (i) shall terminate on the amount fifth (5th) anniversary of the Closing Date, after which Seller shall have no further obligation to indemnify any Buyer Indemnified Party in respect of such Excluded Environmental Liabilities pursuant to Section 7.3(c); provided, that any such claims for indemnification or contribution in respect of Excluded Environmental Liabilities asserted in good faith by any Buyer Indemnified Party prior to the fifth (5th) anniversary of the Closing Date and not finally resolved prior to the fifth (5th) anniversary of the Closing Date shall survive until finally resolved, subject to the dollar limitations set forth in clause (ii) below, (ii) shall in no event exceed, in the aggregate, ten percent (10%) of the Purchase Price, and (iii) shall be subject to reduction to the extent such liability results from a violation by Buyer of its obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemSection 5.11.

Certain Limitations. (a) If The amount of any indemnifiable losses or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee receives any payment from an third parties (including, without limitation, amounts actually recovered under insurance policies) with respect to such indemnifiable losses or other liability. Any Indemnifying Party in respect hereunder shall be subrogated to the rights of any Indemnifiable Losses and the Indemnitee could have recovered all or a part upon payment in full of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions provision hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or . If any other Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnitee shall be entitled promptly remit to a “wind-fall” the Indemnifying Party the excess (i.e. a benefit they would not be entitled to receive in if any) of (i) the absence sum of the indemnification provisionsamount theretofore paid by such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (ii) by virtue the full amount of the indemnification provisions hereofsuch indemnifiable loss or other liability. (db) Notwithstanding anything The amount of any loss or other liability for which indemnification is provided under this Agreement shall be (i) increased to take account of any net tax cost incurred by the Indemnitee arising from the receipt or accrual of an indemnification payment hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit realized by the Indemnitee arising from incurring or paying such loss or other liability. In computing the amount of any such tax cost or tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified loss. Any indemnification payment hereunder shall initially be made without regard to this Section and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have "actually realized" a net tax cost or a net tax benefit to the contraryextent that, and at such time as, the amount of any indemnification taxes payable by such Indemnitee is increased above or contribution obligations under this Separation Agreement shall not reduced below, as the case may be, the amount of taxes that such Indemnitee would be adjusted required to take into account pay but for the Tax treatment receipt or accrual of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemincurrence or payment of such loss, as the case may be. Following such determination, the Indemnifying Party shall pay any underpayment to the Indemnitee and the Indemnitee shall reimburse the Indemnifying Party for any overpayment, respectively, as may arise from the foregoing adjustment. (c) Any indemnification payment made under this Agreement shall be characterized for tax purposes as if such payment were made immediately prior to the Contribution Date.

Certain Limitations. (a) If The amount of any indemnifiable losses or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee receives any payment from an third parties (including, without limitation, amounts actually recovered under insurance policies) with respect to such indemnifiable losses or other liability. Any Indemnifying Party in respect hereunder shall be subrogated to the rights of any Indemnifiable Losses and the Indemnitee could have recovered all or a part upon payment in full of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions provision hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or . If any other Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnitee shall be entitled promptly remit to a “wind-fall” the Indemnifying Party the excess (i.e. a benefit they would not be entitled to receive in if any) of (A) the absence sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof less (B) the full amount of such indemnifiable loss or other liability. Nothing in this Section 4.03(a) shall obligate any Indemnitee to seek to recover any amounts from any third party (including, without limitation, amounts recoverable under insurance policies) prior to, or as a condition to, seeking indemnification provisions) by virtue of the indemnification provisions hereofunder this Article IV. (db) Notwithstanding anything The amount of any loss or other liability for which indemnification is provided under this Agreement shall be (i) increased to take account of any net tax cost incurred by the Indemnitee arising from the receipt or accrual of an indemnification payment hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit realized by the Indemnitee arising from incurring or paying such loss or other liability. In computing the amount of any such tax cost or tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified loss. Any indemnification payment hereunder shall initially be made without regard to this Section 4.03(b) and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have "actually realized" a net tax cost or a net tax benefit to the contraryextent that, and at such time as, the amount of taxes payable by such Indemnitee is increased above or reduced below, respectively, the amount of taxes that such Indemnitee would be required to pay but for the receipt or accrual of the indemnification payment or the incurrence or payment of such loss, as the case may be. The amount of any indemnification increase or contribution obligations under this Separation Agreement reduction hereunder shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee reflect any final determination with respect to the indemnification or contribution payment or the Indemnitee's liability for taxes, and payments between such indemnified itemparties to reflect such adjustment shall be made if necessary.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, Notwithstanding anything to the extent permitted by applicable Lawcontrary contained herein, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid of any Loss subject to recovery under this Article VII shall be calculated net of (A) any amounts recovered by an Indemnified Party with respect to such Loss pursuant to any indemnification by or indemnification agreement with any third party and (B) any insurance proceeds or other cash receipts actually received as an offset against such Loss and (ii) to the extent required by applicable law, each party shall take commercially reasonable steps to mitigate any of its Losses indemnifiable pursuant to this Article VII upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. If the amount to be netted hereunder from any payment required under this Article VII is determined after payment by the Indemnifying Party in respect of any amount otherwise required to be paid to an Indemnified Party under this Article VII, 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 Article VII had such determination been made at the time of such Liabilitypayment. A party shall use commercially reasonable efforts to recover under any insurance policies for any Loss. Notwithstanding anything to the contrary contained herein, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) An insurer who would otherwise no event shall any party be obligated required to pay institute an Action against any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party Person. Notwithstanding the fact that any Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, event, condition or circumstance, no Indemnified Party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, recover the amount of any Loss suffered by such Indemnified Party more than once, regardless of whether such Loss may be as a result of a breach of more than one representation, warranty, obligation or covenant or otherwise. In addition, any liability for indemnification or contribution obligations under this Separation Agreement hereunder shall not be adjusted to take into account the Tax treatment determined without duplication of recovery by reason of the relevant Indemnitee state of facts giving rise to such liability, or a breach of more than one representation, warranty, covenant or agreement, as applicable. In no event shall the aggregate amount of Losses that the Parent Indemnitees are entitled to receive under Section 7.02 plus ABS’s liability in connection with respect to the indemnification License Agreement, in the aggregate, exceed the amount of Merger Consideration (with the Up-Front Parent Shares being valued, for purposes of this Section 7.04 and Section 11.4 of the License Agreement, at $[***] and the Milestone Parent Shares being valued, for purposes of this Section 7.04 and Section 11.4 of the License Agreement, at $[***]) actually paid or contribution payment or issued, as applicable, hereunder. The Parties acknowledge that such amount (but not such valuation) may increase over time as the indemnified itemDevelopment Milestone Payments are made.

Certain Limitations. (a) If The amount of Indemnifiable Damages otherwise recoverable under this Section 7 shall be reduced to the extent to which any Federal, state, local or foreign tax liabilities of any Buyer Indemnitee receives or Company Indemnitee, as applicable, or any payment from an Indemnifying Party of their respective affiliates, is decreased by reasons of any Indemnifiable Damages in respect of which any Indemnifiable Losses and the such Buyer Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying PartyCompany Indemnitee, such Indemnitee shallas applicable, shall be entitled to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorindemnity under this Agreement. (b) If notwithstanding No Indemnifiable Damages shall be recoverable by a Buyer Indemnitee or Company Indemnitee pursuant to the provision of this Section 5.04 an Indemnitee receives an 7, and no claim therefor shall be asserted for any purpose hereunder, unless and only to the extent that the amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnitee's Damage equals or exceeds $10,000 in the aggregate (the "INDEMNIFICATION DEDUCTIBLE"). Only Indemnifiable Loss has been paid Damages exceeding the Indemnification Deductible shall be recoverable by an Indemnifying Party pursuant to this Article Vthe Buyer hereunder; except as otherwise expressly provided herein, such Indemnifiable Damages shall be recoverable by the Indemnitee shall promptly remit Buyer up until a maximum amount equal to the Indemnifying Party Holdback Amount (the excess (if any) "INDEMNIFICATION CAP"). Notwithstanding anything in this Agreement to the contrary the maximum amount of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received Indemnifiable Damages recoverable from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable LossBuyer under this Agreement shall not exceed $120,000. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party The Buyer shall be entitled to a “windset-fall” (i.e. a benefit they would not be entitled to receive in off and recoup any Indemnifiable Damages against the absence of the indemnification provisions) by virtue of the indemnification provisions hereofHoldback Amount. (d) Notwithstanding anything in this Agreement to the contrary, (i) the amount Indemnification Cap does not apply to, and there shall be no limit whatsoever upon, the damages or other remedies that Buyer can seek against the Company for losses, damages or liabilities of any indemnification kind sustained by the buyer arising out of or contribution obligations under this Separation Agreement shall not be adjusted to take into account based upon any claim by the Tax treatment of the relevant Indemnitee Buyer for fraud, or with respect to the SEC Documents, if any misstatements or omissions thereunder constitute a violation of Rule 10b-5 under the 1934 Act, and (ii) the Buyer shall not be entitled to indemnification under this Section 7 for any Indemnifiable Damages to the extent that the Buyer receives at or contribution payment or after the indemnified itemClosing an adjustment to the Purchase Price by reason of Section 1.3 hereof with respect to matters for which such Indemnifiable Damages would otherwise be paid.

Certain Limitations. The provisions of Sections 3.6, 3.8, 3.9 and 3.11 shall be subject to the following: (a) If any Indemnitee receives Lender demands compensation or indemnification from the Borrower under Section 3.6, 3.9 or 3.11, then such Lender will agree to use reasonable efforts to change the jurisdiction of its applicable lending office so as to eliminate or reduce any such additional payment from an Indemnifying Party which may thereafter accrue if such change, in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part judgment of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying PartyLender, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall is not otherwise be subrogated disadvantageous to such Indemnitee’s rights against the Potential ContributorLender. (b) If notwithstanding any Lender determines that it has recovered or used as a credit any amount withheld on its account pursuant to Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is 3.6, 3.9 or Section 3.11, it shall reimburse (without any interest) the subject of indemnification hereunder after all or a portion Borrower to the extent of such Indemnifiable Loss has amount so determined to have been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit recovered (to the Indemnifying Party the excess extent of any tax benefit actually received) or used as a credit, provided that nothing in this clause (if anyb) of shall require any Lender to make available its tax returns (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Lossor any other information relating to its taxes which it deems to be confidential). (c) An insurer who would otherwise be obligated to pay If any claim shall not be relieved of Lender demands compensation or indemnification from the responsibility with respect thereto orBorrower under Section 3.6, solely by virtue of the indemnification provisions hereof3.9 or 3.11, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party such Lender shall be entitled to a “wind-fall” compensation or indemnification only for increased costs or other amounts (i.e. a benefit they would not be entitled i) incurred during the period of ninety (90) days preceding the date of such Lender's demand therefor and (ii) which such Lender charges to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofsimilarly situated borrowers. (d) Notwithstanding anything If any Lender notifies the Borrower that it demands compensation or indemnification from the Borrower under Section 3.6, 3.9 or 3.11, or if that it has become unlawful for any Lender to make, maintain, or fund Eurodollar Loans under Section 3.8, the Borrower may, at its option, so long as no Event of Default shall have occurred and be continuing, obtain, at the Borrower's expense, a replacement Lender for the affected Lender. If the Borrower elects to obtain a replacement Lender for the affected Lender, the Borrower shall within thirty (30) after the date of such notification from such affected Lender, notify the Administrative Agent and such affected Lender of its intention to replace the affected Lender. If the Borrower obtains a replacement Lender (which replacement Lender shall be acceptable to the contraryAdministrative Agent in its reasonable discretion) within ninety (90) days following notice of its intention to do so, the affected Lender must sell and assign its Loans and Commitments to such replacement Lender pursuant to Section 11.6(b), for an amount equal to the principal balance of any all Revolving Loans held by the affected Lender and all accrued interest and Fees with respect thereto through the date of such sale, provided that the Borrower shall have paid to such affected Lender the compensation or indemnification that it is entitled to receive under Section 3.6, 3.9 or contribution obligations 3.11 through the date of such sale and assignment. Notwithstanding the foregoing, if the Borrower shall fail to give the Administrative Agent and the affected Lender notice of its intention to replace the affected Lender or if the Borrower timely gives notice to the Administrative Agent and an affected Lender of its intention to replace such affected Lender and does not so replace such affected Lender within ninety (90) days following such notice, then, in either case, the Borrower's rights under this Separation Agreement Section 3.16 to replace such Lender for the particular circumstances shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemterminate.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect The amount of any Indemnifiable Losses and or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee could have from third parties (including, without limitation, amounts actually recovered all or a part of under insurance policies) with respect to such Indemnifiable Loss from a third Losses or other liability. Any indemnifying party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, hereunder shall be subrogated to the extent permitted by applicable Law, assign such rights of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor Indemnitee upon payment in full of the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the relevant Indemnifiable Loss. (c) . An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto. If any Indemnitee recovers an amount from a third party in respect of an Indemnifiable Loss for which indemnification is provided in this Agreement after the full amount of such Indemnifiable Loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such Indemnifiable Loss and the amount received from the third party exceeds the remaining unpaid balance of such Indemnifiable Loss, it being expressly understood and agreed that no insurer then the Indemnitee shall promptly remit to the indemnifying party the excess (if any) of (A) the sum of the amount theretofore paid by the indemnifying party in respect of such Indemnifiable Loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Indemnifiable Loss or other liability. (b) The amount of any Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement or any other third amounts payable or reimbursable by one party to another under this Agreement shall be entitled increased or decreased to a “wind-fall” take account of any net Tax (i.e. a benefit they would not be entitled to receive as defined in the absence Tax Allocation Agreement) cost or any net Tax benefit in a manner analogous to that described in Section 6.6 of the indemnification provisions) by virtue of the indemnification provisions hereofTax Allocation Agreement. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect The amount of any Indemnifiable Losses and or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee could have from third parties (including, without limitation, amounts actually recovered all or a part of under insurance policies) with respect to such Indemnifiable Loss from a third Losses or other liability. Any indemnifying party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, hereunder shall be subrogated to the extent permitted by applicable Law, assign such rights of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor Indemnitee upon payment in full of the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the relevant Indemnifiable Loss. (c) . An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto. If any Indemnitee recovers an amount from a third party in respect of an Indemnifiable Loss for which indemnification is provided in this Agreement after the full amount of such Indemnifiable Loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such Indemnifiable Loss and the amount received from the third party exceeds the remaining unpaid balance of such Indemnifiable Loss, it being expressly understood and agreed that no insurer then the Indemnitee shall promptly remit to the indemnifying party the excess (if any) of (A) the sum of the amount theretofore paid by the indemnifying party in respect of such Indemnifiable Loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Indemnifiable Loss or other liability. (b) The amount of any Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement or any other third amounts payable or reimbursable by one party to another under this Agreement shall be entitled increased or decreased to take account of any net Tax cost or any net Tax benefit in a “wind-fall” (i.e. a benefit they would not be entitled manner analogous to receive that described in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofTax Sharing Agreement. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. Notwithstanding anything contained in this Article VIII to the contrary: (a) If Indemnitor shall not have any Indemnitee receives any payment from an Indemnifying Party in respect liability under Section 8.2(a) or Section 8.3(a) above (as the case may be) unless the aggregate of any Indemnifiable all Losses and Litigation Expenses relating thereto for which Indemnitor would, but for this proviso, be liable exceeds $1,200,000 (the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential ContributorBasket”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, a cumulative basis and then only to the extent permitted by applicable Law, assign of any such excess; and the aggregate liability of its rights an Indemnitor pursuant to proceed against Section 8.2(a) or Section 8.3(a) above (as the Potential Contributor as are necessary case may be) shall in no event exceed an amount equal to permit such Indemnifying Party to recover from the Potential Contributor the amount finally set forth on Schedule A to the Limited Liability Company Agreement as the “Value of such payment the Initial Capital Contribution” of ▇▇▇▇▇▇. For purposes of calculating the Basket, Losses and Litigation Expenses shall be determined without regard to any qualification of any representation or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorwarranty in any respect by knowledge, materiality or material adverse effect. (b) If notwithstanding Section 5.04 The amount of indemnifiable Losses and Litigation Expenses incurred by Indemnitee under this Article VIII, shall be (a) reduced by any insurance proceeds actually received by the Indemnitee with respect to the Loss or Litigation Expense for which indemnification may be sought, net of retrospective premium adjustments and similar charges, and (b) reduced by any amounts actually recovered from any third parties, by way of indemnification or otherwise, with respect to the Loss or Litigation Expense for which indemnification may be sought, in each case net of expenses incurred by the Indemnitor in collecting such proceeds or amounts. In the event an insurance or other claim by an Indemnitee receives an amount from against a third party in respect of is pending at the time indemnification is sought from an Indemnifiable Loss that is Indemnitor, no reduction shall be made to the subject of indemnification hereunder after all amount payable by the Indemnitor but, as and when any insurance or a portion third-party proceeds are received by the Indemnitee, the indemnifiable Losses or Litigation Expenses shall be adjusted to reflect the receipt of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, proceeds and the Indemnitee shall promptly remit refund to the Indemnifying Party the Indemnitor any excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Lossindemnification payment theretofore made over the adjusted amount payable. (c) An insurer who would otherwise The liability of an Indemnitor under this Article VIII shall be obligated reduced by the net amount of any tax benefits actually realized by the Indemnitee or its shareholders to pay the extent the claim for which indemnification is sought gives rise to a deductible loss or expense. In the event tax benefits have not been actually realized (through a refund of or deduction or credit against taxes payable), or the net tax benefit cannot finally be determined, at the time indemnification is sought from an Indemnitor, no reduction shall be made to the amount payable by the Indemnitor but, as and when the tax benefits are actually realized and the net amount thereof finally determined, the indemnifiable Litigation Expenses and Losses shall be adjusted to reflect the net tax benefits realized and the Indemnitee shall promptly refund to the Indemnitor any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue excess of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in payment theretofore made over the absence of the indemnification provisions) by virtue of the indemnification provisions hereofadjusted amount payable. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT (a “Potential Contributor”i) based on the underlying claim or demand asserted against such Indemnifying PartyIN THE CASE OF FRAUD OR INTENTIONAL MISREPRESENTATION, such Indemnitee shall(ii) TO THE EXTENT AWARDED BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR WITH RESPECT TO A THIRD PARTY CLAIM INDEMNIFIABLE HEREUNDER OR (iii) TO THE EXTENT PAID BY A BUYER INDEMNIFIED PARTY TO A THIRD PARTY WITH RESPECT TO A THIRD PARTY CLAIM INDEMNIFIABLE HEREUNDER, to the extent permitted by applicable LawAN INDEMNIFYING PARTY SHALL NOT BE LIABLE UNDER THIS ARTICLE VIII IN RESPECT OF ANY CLAIM FOR DIMINUTION OF VALUE OR INCIDENTAL, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential ContributorEXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING CONSEQUENTIAL DAMAGES RESULTING FROM BUSINESS INTERRUPTION, LOST TAX OR INCOME TAX BENEFITS, INCREASED INSURANCE PREMIUMS OR LOST PROFITS. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect The obligations of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party to provide indemnification under this ARTICLE VIII shall be terminated, modified or abated as appropriate to the excess (if any) of (i) extent that the amount paid underlying Claim would not have arisen but for a voluntary act that is carried out by or at the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount express written request of the Indemnifiable LossIndemnified Party. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the The amount of any indemnification or contribution obligations payable under this Separation Agreement ARTICLE VIII shall not be adjusted reduced by an amount equal to take into account the Tax treatment proceeds available to the Indemnified Party under any insurance policy or from any third-party in respect of the relevant Indemnitee such Claim. An Indemnified Party shall use commercially reasonable efforts to pursue any insurance recovery or third-party recovery available to it with respect to the any Claim for which such Indemnified Party seeks indemnification or contribution payment or the indemnified itempursuant to this ARTICLE VIII.

Certain Limitations. (a) If any Indemnitee receives any payment FBR and FNLC shall not be obligated to provide indemnification to the Sun Indemnitees for an amount exceeding, in the aggregate $15,000,000 (such aggregate amount, the “Cap”); provided, however, that the Sun Indemnitees shall only be entitled to indemnification from an Indemnifying Party in respect FBR and FNLC for 80% of any Indemnifiable Losses in excess of $10,000,000; and provided further, that the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, Sun Indemnitees shall be entitled to indemnification without regard to the extent permitted by applicable LawCap for any Loss attributable to (i) any indemnification obligation pursuant to Sections (b), assign such (c), (f) or (g) of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount Exhibit H, (ii) fraud, (iii) any breach of such payment any representation or warranty of FBR, FNLC or the Indemnifying Party shall otherwise be subrogated to such IndemniteeCompany in this Agreement or the Securities Purchase Agreement, which breach was made with reckless disregard for the truth or accuracy thereof, (iv) any intentional or willful breach by FBR or FNLC of any covenant, which breach was made with reckless disregard of FBR’s rights against the Potential Contributoror FNLC’s obligations under this Agreement, or (v) as provided in Section 7.5(e). (b) If notwithstanding Section 5.04 an Indemnitee receives The Company shall not be obligated to provide indemnification to the Sun Indemnitees for an amount from a third party exceeding, in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of aggregate $1,250,000 (such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article Vaggregate amount, the Indemnitee “Company Cap”); provided, however, that the Sun Indemnitees shall promptly remit only be entitled to indemnification from the Company for 20% of any Losses in excess of $10,000,000; and provided further, that the Sun Indemnitees shall be entitled to indemnification without regard to the Indemnifying Party the excess (if any) of Company Cap for any Loss attributable to (i) the amount paid by the Indemnifying Party in respect any indemnification obligation pursuant to Sections (b) or (c) of such LiabilityExhibit H, plus the amount received from the Third Party in respect thereof, less (ii) fraud, (iii) any breach of any representation or warranty of FBR, FNLC or the full Company, which breach was made with reckless disregard for the truth or accuracy thereof or with the intent to mislead or defraud NLC Holding, (iv) any intentional or willful breach by FBR, FNLC or the Company of any covenant, which breach was made with reckless disregard of FBR’s or FNLC’s obligations under this Agreement or with the intent to mislead or defraud NLC Holding, or (v) as provided in Section 7.5(e). (i) Except as provided below, any indemnification obligation of FBR or FNLC up to the Cap payable hereunder shall, at FBR’s option, be satisfied either in cash or by an assignment to NLC Holding of: (i) FNLC’s right to payment of any Loans (as defined in the Loan Agreement); or (ii) Units (as defined in the Company’s Fourth Amended and Restated Operating Agreement) or other capital of the Company held by FNLC or its permitted assigns. To the extent any indemnification obligation is satisfied with Units of the Company, (A) prior to the Second Closing, such Units will be valued at a per Unit price equal to (x) the aggregate amount of any Loan made by FBR that is converted into equity in accordance with this Agreement or the Indemnifiable LossLoan Agreement divided by (y) the number of Units held by FBR at the time of such indemnification payment, and (B) after the Second Closing, (x) $15,000,000.00 divided by (y) the number of Units held by FBR immediately following the Second Closing. Notwithstanding the foregoing, any indemnification obligation pursuant to Sections (f) or (g) of Exhibit H or Section 7.5(e), shall be satisfied in cash by wire transfer of immediately available funds to an account identified by the applicable Sun Indemnitees. (c) An insurer who would otherwise In no event shall NLC Holding be obligated to pay any claim shall not be relieved of provide indemnification pursuant to Section 7.2(a) exceeding, in the responsibility with respect thereto oraggregate, solely by virtue of the indemnification provisions hereofCap; provided, have any subrogation rights with respect theretohowever, it being expressly understood and agreed that no insurer or any other third party the FBR Indemnitees shall be entitled to a “wind-fall” indemnification without regard to the Cap for any Loss attributable to (i.e. a benefit they would not be entitled to receive in i) fraud, (ii) any breach of any representation or warranty of NLC Holding, which breach was made with reckless disregard for the absence truth or accuracy thereof or (iii) any intentional or willful breach by NLC Holding of the indemnification provisions) by virtue any covenant, which breach was made with reckless disregard of the indemnification provisions hereofNLC Holding’s obligations under this Agreement. (d) Notwithstanding anything FBR, FNLC and the Company shall only be obligated to the contrary, the amount provide indemnification pursuant to Section (d) of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee Exhibit H with respect to the Class Action Lawsuits to the extent any such Losses exceed the reserve for the Class Action Lawsuits set forth in the Estimated Closing Balance Sheet. (e) FBR, FNLC and the Company shall be obligated to provide indemnification pursuant to Section (e) of Exhibit H only to the extent that any Losses thereunder exceed the reserve for Mortgage Loan Losses set forth on the Estimated Closing Balance Sheet, provided that (i) FBR and FNLC shall also provide indemnification for 80% of $3,750,00 of Losses in excess of the Cap, up to an additional $3,000,000, and (ii) the Company shall also provide indemnification for 20% of $3,750,00 of Losses in excess of the Cap, up to an additional $750,000. In addition, upon the later of March 1, 2008 or contribution resolution of any claims under Section (e) of Exhibit H, the Company shall pay to FNLC (in cash by wire transfer of immediately available funds) an amount, if any, equal to the excess, if any, of the reserve for Mortgage Loan Losses set forth on the Estimated Closing Balance Sheet, over such Mortgage Loan Losses incurred prior to December 31, 2007 (with no amount payable if such formula results in a negative number). The Company may set-off any payment payable to FNLC under this Section 7.5(e) against any indemnification obligations owed to FBR or FNLC under Section 7.1. (f) FBR and FNLC shall be obligated to provide indemnification pursuant to Section (g) of Exhibit H only to the indemnified itemextent that any Losses thereunder exceed the reserve for Real Estate Losses set forth on the Final Closing Balance Sheet (as defined in the Loan Agreement).

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party OTHER THAN IN RESPECT OF (a “Potential Contributor”I) based on the underlying claim or demand asserted against such Indemnifying PartyA "THIRD PARTY CLAIM" (AS DEFINED HEREIN), such Indemnitee shall(II) A CLAIM IN RESPECT OF SECTION 7.9, to the extent permitted by applicable Law7.12, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor7.16 AND/OR 7.17 OF THIS AGREEMENT, OR (III) A CLAIM BROUGHT PURSUANT TO SECTION 9.2(A)(I), SECTION 9.2(A)(V) OR SECTION 9.3(A)(I), AN INDEMNIFYING PARTY SHALL NOT BE LIABLE UNDER THIS ARTICLE IX IN RESPECT OF ANY CLAIM FOR DIMINUTION OF VALUE OR INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING CONSEQUENTIAL DAMAGES RESULTING FROM BUSINESS INTERRUPTION, LOST TAX OR INCOME TAX BENEFITS, INCREASED INSURANCE PREMIUMS OR LOST PROFITS. (b) If notwithstanding Section 5.04 an Indemnitee receives The obligations of the Indemnifying Party to provide indemnification under this ARTICLE IX shall be modified or abated as appropriate to the extent that the underlying Claim is based, in whole or in part, on the bad faith or willful misconduct of the Indemnified Party. (c) The amount of any indemnification payable under this ARTICLE IX shall be reduced by an amount (the "Offset Amount") equal to the proceeds actually received by the Indemnified Party under any insurance policy or from a third any third-party in respect of an Indemnifiable Loss that such Claim less all out-of-pocket costs and expenses incurred by such Indemnified Party in connection with obtaining such insurance proceeds or third-party recovery (including reasonable attorneys' fees). An Indemnified Party shall use commercially reasonable efforts to pursue any insurance recovery or third-party recovery available to it with respect to which such Indemnified Party seeks indemnification pursuant to this ARTICLE IX. The amount of Losses for which indemnification is provided under this ARTICLE IX shall be reduced to take account of any net Tax benefit realized by the subject of indemnification hereunder after all or a portion Indemnified Party arising from the payment of such Indemnifiable Loss has been paid Losses when and as such Tax cost or benefit is actually realized through a reduction in cash Taxes otherwise due. If an Indemnified Party receives a payment for Losses under any insurance policy or from a third-party, or receives any Tax benefit as described in this SECTION 9.5(C), at any time subsequent to receiving any indemnification payment by an the Indemnifying Party pursuant to this Article VARTICLE IX, the Indemnitee then such Indemnified Party shall promptly remit to reimburse the Indemnifying Party the excess (if any) of (i) the amount paid for any payment made by the Indemnifying Party in respect related thereto. For purposes of determining the Tax Benefit realized hereunder, such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party Losses shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take taken into account the Tax treatment of the relevant Indemnitee with respect after all other losses, deductions, credits or attributes otherwise available to the indemnification or contribution payment or the indemnified item.reduce Taxes otherwise due

Certain Limitations. (a) If Except for claims based upon Fraud (and without limitation to Section 11.12), the indemnification provisions set forth in this Article 9 shall be the sole and exclusive remedy of the Buyer Indemnified Parties against the Company Equityholders and their respective Affiliates and the Seller Indemnified Parties against Buyer and its Affiliates, as applicable, for Losses under this Agreement. (b) Any Indemnified Party shall take commercially reasonable steps to mitigate any Indemnitee receives Loss after such Indemnified Party becomes aware of any event which does, or could reasonably be expected to, give rise to any such Loss. The amount of Losses for which indemnification is available under this Article 9 shall be calculated net of any amounts actually recovered by an Indemnified Party under insurance policies or otherwise from third parties with respect to such Losses (subject to compliance by the Indemnified Party with this Article 9 and to the other limitations of this Article 9); provided that the Indemnified Party shall be under no obligation to seek recovery under insurance policies (other than pursuant to the R&W Insurance Policy) or from third parties (pursuant to indemnification agreements or otherwise). In the event that any Indemnifying Party required to provide indemnification under this Article 9 makes any payment from an Indemnifying Party hereunder in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against Losses, such Indemnifying Party, such Indemnitee shall, Party shall (to the extent permitted by applicable LawApplicable Law or contractual right) be subrogated, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount extent of such payment payment, to the rights of such Indemnified Party against any insurer (but, for the avoidance of doubt, not against any other commercial or business counterpart) with respect to such Losses and solely to the extent of the Losses to which the satisfaction of such Losses relates (and the Indemnified Parties shall not take any actions to adversely affect such subrogation rights without the consent of the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable LossParties). (c) An insurer who would otherwise The amount of any Losses for which indemnification is available under this Article 9 will be obligated reduced to pay the extent of any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood net Tax benefit actually realized in cash or as a reduction in cash tax payable (determined on a with-and-without basis and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof.taking into (d) Notwithstanding anything With respect to “Losses” payable directly from the Sellers, “Losses” do not include special damages, exemplary damages, consequential damages, indirect or incidental damages, or punitive damages (including any damages on account of diminution in value, lost profits or opportunities, or lost or delayed business based on valuation methodologies ascribing a decrease in value to the contrarycompany member, on the amount basis of a multiple of a reduction in a multiple based or yield-based measure of financial performance), whether based on contract, tort, strict liability, other law or otherwise and whether or not arising from the other party’s or any indemnification of its Affiliates’ or contribution obligations under this Separation Agreement shall not be adjusted to take into account representatives’ sole, joint or concurrent negligence, strict liability or other fault, except in the Tax treatment case of the relevant Indemnitee with respect Fraud or to the indemnification or contribution payment or the indemnified itemextent they form a part of a Third-Party Claim.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses The party making a claim under this Article 10 is referred to as the “Indemnified Party,” and the Indemnitee could have recovered all or a part of party against whom such Indemnifiable Loss from a third party (a claims are asserted under this Article 10 is referred to as the “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party”. The indemnification provided for in Section 10.1.1 and Section 10.1.2 shall be subject to the following: 10.3.1 Notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that (i) the sole recourse of Purchaser for any indemnification claim under Section 10.1.1(a) (except with respect to claims related to breaches of Fundamental Reps) shall be to make claims under the R&W Insurance Policy and thereafter Purchaser shall have no recourse against Sellers or Principals and (ii) with respect to any indemnification claim under Section 10.1.1(a) with respect to breaches of Fundamental Reps, to the extent that such Indemnitee claim is covered by the R&W Insurance Policy, Purchaser shall proceed first by using commercially reasonable efforts to recover the claim under the R&W Insurance Policy, and then shall be entitled to pursue recovery against Sellers and/or Principals directly. With respect to any recovery for any other indemnification claims by Purchaser under this Agreement, including claims under Sections 10.1.1(b) – (i), Purchaser shall, to the extent permitted there is a reasonable good faith belief the claim is covered by applicable Lawthe R&W Insurance Policy, assign such of its rights proceed first by using commercially reasonable efforts to proceed recover the claim under the R&W Insurance Policy (provided that, in the event the claim is denied coverage under the R&W Insurance Policy or the R&W Insurer does not timely pay the claim, Purchaser shall have no obligation to commence or pursue any action, suit or proceeding against the Potential Contributor as R&W Insurer or any other person or entity), and if the claim is not covered shall be entitled to pursue recovery against Sellers and/or Principals directly. Any recovery for any other indemnification claims for which there is no coverage under the R&W Insurance Policy, shall be paid directly from Sellers and/or Principals, subject to the first sentence of Section 10.1.1. With respect to any recovery for any other indemnification claims by Purchaser under this Agreement, including claims under Sections 10.1.1(b) – (i), that are necessary covered by the R&W Policy, to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after extent all or a portion of the Retention remains outstanding, the Sellers and the Principals shall, severally and not jointly, be responsible for and shall promptly deliver to the Purchaser the amounts (not to exceed the amount of such Indemnifiable Loss has been claims) necessary to satisfy the Retention with respect to such claim (provided that Young and the Trusts shall be jointly and severally liable for the portion of the Retention attributable to the Trusts or Young). 10.3.2 If, due to timing or otherwise, any indemnification claims are paid by an Indemnifying Party pursuant the R&W Insurance Policy with respect to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if anya breach of a Fundamental Representation or Losses arising under Sections 10.1.1(b) of – (i) (the amount paid “Special Claims”) before payment is received by Purchaser from the Indemnifying Party insurer under the R&W Insurance Policy with respect to a claim made in respect of such Liability, plus the amount received Losses arising from the Third Party in breach of any representation or warranty (a “Capped Claim”), and, as a result, the limit or amounts capable of being paid to Purchaser under the R&W Insurance Policy with respect thereof, less to such Capped Claim have been eroded (ii) the full aggregate amount of the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved such erosion of the responsibility with respect thereto or, solely by virtue R&W Insurance Policy as the result of the indemnification provisions hereofSpecial Claims, have the “Eroded Amount”), then notwithstanding any subrogation rights limitations set forth in this Article VII, in connection with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence satisfaction of the indemnification provisions) by virtue of Capped Claims, the indemnification provisions hereof. (d) Notwithstanding anything to the contrarySellers and Principals will indemnify, defend and hold harmless Purchaser for the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account Losses suffered by the Tax treatment of the relevant Indemnitee Purchaser Indemnitees with respect to such Capped Claims up to and not to exceed the indemnification or contribution payment or the indemnified itemEroded Amount.

Certain Limitations. The party making a claim under this Section 5.6 is referred to as the "Indemnified Party", and the party against whom such claims are asserted under this Section 5.6 is referred to as the "Indemnifying Party". The indemnification provided for in Section 5.6(b) and (ac) If 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 Indemnitee receives NAL, (iii) a breach of any payment from covenant or agreement relating to taxes of the Company or Seller, or (iv) Disabling Conduct (such Claims being “Unlimited Claims”): (i) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 5.6(b) or (c), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 5.6(a) or (b) exceeds 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. (ii) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 5.6(b) or (c) as the case may be, shall not exceed the Purchase Price. (iii) Payments by an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled limited to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, 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 prior to seeking indemnification or contribution obligations under this Separation Agreement Agreement. (iv) Except with respect to an award pursuant to the Third-Party Claim, an Indemnifying Party shall not be adjusted liable to take into account the Tax treatment any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of the relevant Indemnitee with respect future revenue or income, loss of business reputation or opportunity relating to the indemnification breach or contribution payment alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (v) 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 indemnified itemminimum extent necessary to remedy the breach that gives rise to such Loss.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) If any Indemnitee receives any payment from an Indemnifying Party Onewire and the Onewire Indemnitors shall not be liable to the Recruiter Indemnitees for indemnification under Section 8.02 until the aggregate amount of all Losses in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party Recruiter Indemnitees are entitled to indemnification under Section 8.02 exceeds $50,000 (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying PartyShare Consideration Price Per Share) (the “Basket”), such Indemnitee shall, in which event Onewire and the Onewire Indemnitors shall be required to forfeit the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor Holdover Shares for all Losses as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorif there was no Basket. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party Notwithstanding anything herein to contrary, except in respect the case of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article VFraud, the Indemnitee liability of Onewire and the Onewire Indemnitors shall promptly remit be limited to the Indemnifying Party Holdback Shares issued under this Agreement or transferred to the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable LossOnewire Indemnitors. (c) An insurer who would otherwise be obligated Each Indemnified Party shall act promptly to pay avoid or mitigate any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, Losses which it being expressly understood and agreed that no insurer or any other third party Indemnified Party may suffer in consequence of any fact, matter or circumstance giving rise to a claim for indemnification under this Agreement or likely to give rise to a claim for indemnification under this Agreement and no Indemnified Party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled recover under this Agreement to receive in the absence extent of any Losses that could have been avoided but for the indemnification provisions) by virtue of the indemnification provisions hereofIndemnified Party’s failure to avoid or mitigate such Losses. (d) Notwithstanding anything herein to the contrary, the amount representations, warranties and covenants of any the Indemnifying Parties, and the Indemnified Party’s right to indemnification or contribution obligations under this Separation Agreement with respect thereto, shall not be adjusted to take into account the Tax treatment affected or deemed waived by reason of any investigation made by or on behalf of the relevant Indemnitee with respect to Indemnified Party or by reason of the indemnification fact that the Indemnified Party knew or contribution payment should have known that any such representation or warranty is, was or might be inaccurate or by reason of the indemnified itemIndemnified Party’s waiver of any condition set forth in Article VII, as the case may be.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party Notwithstanding anything to the contrary set forth in this Agreement, Sovereign shall be liable to the Purchaser Indemnified Parties for indemnification under this Article XV in respect of any Indemnifiable Losses breach of the representations and the Indemnitee could have recovered all or a part warranties made by it in Section 6.1 above (and recourse may be had against Sovereign in respect of any such Indemnifiable Loss from a third party (a “Potential Contributor”breach) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, only if and to the extent permitted that Sovereign has recourse against Fleet pursuant to a claim for indemnification under Article XIV of the Fleet/Sovereign P&A Agreement. Any such claim which Purchaser may have against Sovereign for which Sovereign has a claim for indemnification against Fleet is hereinafter referred to as a "Purchaser Pass-Through Claim." (Purchaser acknowledges that any claim which Sovereign may assert against Fleet under such Article XIV is subject to all of the limitations on Fleet's liability set forth in such Article, including, without limitation, the limitations set forth in Section 14.6 thereof.) If requested to do so by applicable LawPurchaser, Sovereign shall, at Sovereign's option: (a) assert in Purchaser's name and on Purchaser's behalf any Purchaser Pass-Through Claim against Fleet at Purchaser's sole cost and expense, provided that: (i) that such Claim is BONA FIDE, and (ii) Purchaser delivers to Sovereign in writing its undertaking to defend and indemnify Sovereign against and to hold Sovereign harmless from any claims and liabilities which may be asserted against Sovereign as a consequence of Sovereign's assertion of the Purchaser Pass-Through Claim against Fleet, such undertaking to be reasonably satisfactory to Sovereign in form and substance, or (b) assign such Claim to Purchaser, provided that the consent of its rights any third Person to proceed such assignment is not required or, if required, is obtained. All claims for indemnification which Sovereign may have against Fleet shall be aggregated with all Purchaser Pass-Through Claims for purposes of applying the Potential Contributor as are necessary limitations set forth in Section 14.6 of the Fleet/Sovereign P&A Agreement and any recovery shall be shared by Sovereign and Purchaser in proportion to permit their respective claims, provided that Sovereign and Purchaser shall each be entitled to be reimbursed in full for the expenses incurred by it in securing any recovery before any allocation of such Indemnifying Party to recover from the Potential Contributor recovery is made between them. For example, if Sovereign has a claim for indemnification against Fleet in the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from $12 million and Purchaser has a third party Purchaser Pass-Through Claim in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by of $6 million (such that the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full aggregate amount of the Indemnifiable Loss. (c) An insurer who claims against Fleet is $18 million), and if Sovereign secures a recovery from Fleet in the amount of $3 million and Sovereign and Purchaser collectively incur expenses of $600,000 in securing such recovery, Purchaser would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive $800,000 of such recovery [($3 million, less $600,000) x 6/18]. Purchaser agrees to cooperate fully with Sovereign in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the amount of pursuing any indemnification or contribution obligations under this Separation Agreement shall not be adjusted such claim against Fleet and to take into account the Tax treatment of the relevant Indemnitee with respect all such actions in connection therewith as Sovereign may from time to the indemnification or contribution payment or the indemnified itemtime reasonably request.

Certain Limitations. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The indemnification obligations set forth in this Article VIII shall be subject to the following limitations: (a) If No Seller shall have any Indemnitee receives obligation to directly satisfy any payment from claim by an Indemnifying Indemnified Party in respect for Losses as a result of any Indemnifiable Losses and breach of any of the Indemnitee could have recovered all representations or warranties of the Company or the Sellers set forth herein. If Buyer has obtained the R&W Insurance Policy, a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to Buyer Indemnified Party may proceed against the Potential Contributor as are necessary R&W Insurance Policy for recovery of any such Losses described in the immediately preceding sentence (subject to permit such Indemnifying Party to recover from the Potential Contributor terms of the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential ContributorR&W Insurance Policy). (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party Notwithstanding anything in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit Agreement to the Indemnifying Party the excess (if any) of contrary, Buyer understands, acknowledges and agrees that (i) each Seller’s maximum liability hereunder for any indemnification claims under Section 8.02 (other than claims constituting Fraud) shall not exceed the amount paid net proceeds of the Purchase Price actually received by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less Seller and (ii) the full amount aggregate total liability of the Indemnifiable LossSellers hereunder for any indemnification claims under Section 8.02 (other than claims constituting Fraud) shall not, when aggregated with all other indemnification obligations hereunder, exceed the Purchase Price. (c) An insurer who 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 otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto orreasonably expected to, solely by virtue of the indemnification provisions hereofor does, have any subrogation rights with respect give rise thereto, it being expressly understood and agreed including incurring costs only to the minimum extent necessary to remedy the breach that no insurer or any other third party shall be entitled gives rise to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofsuch Loss. (d) Notwithstanding anything Except as expressly provided in Section 8.02, no claim shall be brought or maintained by Buyer or any Acquired Company, or their respective successors or permitted assigns against any officer, director, manager, equityholder or employee (present or former) of any Seller, or any officer, director, manager or employee (present or former) of any Acquired Company, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations or warranties of any Acquired Company or Seller set forth or contained in this Agreement or any Exhibit or Schedule hereto, except to the contraryextent that the same shall have been the result of Fraud by any such Person (and in the event of such Fraud, such recourse shall be brought or granted solely against the amount Person or Persons committing such Fraud), and provided that, without limiting the foregoing, in no event shall Buyer, its successors or permitted assigns be entitled to claim or seek any rescission of any indemnification or contribution obligations the transactions consummated under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment other remedy at Law or the indemnified itemin equity.

Certain Limitations. The indemnification provided for in Section 7.02 and Section 7.03 shall be subject to the following limitations: (a) If any Indemnitee receives any payment from an Indemnifying Party in respect Solely for purposes of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor calculating the amount of any Loss resulting from a breach of the representations or warranties set forth herein, “materiality” and Material Adverse Effect qualifications shall be disregarded, but such payment or qualifications shall not, for the Indemnifying Party shall otherwise avoidance of doubt, be subrogated to such Indemnitee’s rights against the Potential Contributordisregarded for purposes of determining whether a breach has occurred. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in No Buyer Indemnitees shall be entitled to be indemnified with respect of an Indemnifiable Loss to any claim to the extent that the matter that is the subject of indemnification the claim was Known by B▇▇▇▇ as of the Closing. No party shall be obligated to indemnify any other party with respect to any claim that relates to Losses resulting from the passing of or change in any applicable Law or any accounting policy, principle or practice after the Closing Date or any increase in Tax rates in effect on the Closing Date, even if the change or increase has retroactive effect or requires action at a future date. (c) Each Buyer Indemnitee and Seller Indemnitee will use commercially reasonable efforts to (i) mitigate Losses after becoming aware of any event which could reasonably be expected to give rise to Losses that are indemnifiable hereunder after and (ii) seek to recover such Losses under all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party Alternative Arrangements. Except pursuant to this Article Va written settlement agreed to by the Indemnifying Party, the no Buyer Indemnitee shall promptly remit to or Seller Indemnitee that is seeking indemnification from the Indemnifying Party shall waive or release any contractual right to recover from a third party any Losses subject to (or that may be subject to) indemnification hereunder without the excess prior written consent of the Indemnifying Party. Each Buyer Indemnitee and Seller Indemnitee seeking indemnification hereunder will, and will cause its Affiliates to, cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, with respect to any such effort to pursue and collect with respect thereto. For the avoidance of doubt, in the event that a recovery is made under an Alternative Arrangement by any Buyer Indemnitee or Seller Indemnitee with respect to any Losses which have been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (if any) of (i) up to the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (iihereunder) the full amount of the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled made promptly to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofapplicable Indemnifying Party. (d) Notwithstanding anything With respect to the contrary, the amount Sellers’ indemnification obligations hereunder upon a breach of any representation or warranty set forth in Article II, (i) any Seller that is treated as having not made such representation or warranty by reason of such Seller not owning an LLC Interest in the Company that was the subject of the breached representation or warranty shall have no indemnification or contribution obligations under this Separation Agreement hereunder for any Losses arising from such breach, and (ii) the Pro Rata Shares of the other Sellers shall not be adjusted to take into account the Tax treatment equal their respective proportionate shares of the relevant Indemnitee with respect Purchase Price paid to the indemnification or contribution payment or the indemnified itemall such other Sellers hereunder.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 (and with respect to Section 8.04(d), the indemnification provided for in Section 7.03(a)(i)) shall be subject to the following limitations: (a) If any Indemnitee receives any payment from an Indemnifying Party The Sellers shall not be liable to the Buyer Indemnitees for indemnification for Company/Seller Warranty Breaches until the aggregate amount of all Losses in respect of Company/Seller Warranty Breaches exceeds US$60,000 (the “Basket”), in which event the Sellers shall be required to pay or be liable for all Losses in excess of the Basket; provided, the foregoing limitation shall not apply to Losses based upon, arising out of, with respect to or by reason of any Indemnifiable Losses and inaccuracy in or breach of the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying PartyCompany Fundamental Warranties, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against Seller Fundamental Warranties, or in the Potential Contributorcase of fraud. (b) If notwithstanding Section 5.04 an Indemnitee receives an The aggregate amount from a third party of all Losses for which the Sellers shall be liable for Company/Seller Warranty Breaches shall not exceed US$2,500,000 (the “General Cap”); provided, the foregoing limitation shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the Company Fundamental Warranties, the Seller Fundamental Warranties, or the Company Business Warranties, or in the case of fraud. (c) The aggregate amount of all Losses for which the Sellers shall be liable for Company/Seller Warranty Breaches in respect of an Indemnifiable Loss that is Company Business Warranties shall not exceed US$2,500,000; provided, the subject foregoing limitation shall not apply in the case of fraud. For clarity, the foregoing limitation does not apply to Company/Seller Warranty Breaches in respect of the Company Fundamental Warranties, or the Seller Fundamental Warranties. (d) The aggregate amount of all Losses for which the Sellers shall be liable pursuant to Section 7.03(a)(i) and Section 8.02 shall not exceed the Purchase Price (the “Aggregate Cap”); provided, the foregoing limitation shall not apply in the case of fraud. (e) The Buyer shall not be liable to the Seller Indemnitees for indemnification hereunder after for Buyer Warranty Breaches until the aggregate amount of all Losses in respect of Buyer Warranty Breaches exceeds the Basket, in which event the Buyer shall be required to pay or a portion be liable for all Losses in excess of such Indemnifiable Loss the Basket; provided, the foregoing limitation shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the Buyer Fundamental Warranties or in the case of fraud. (f) The aggregate amount of all Losses for which the Buyer shall be liable for Buyer Warranty Breaches shall not exceed the General Cap; provided, the foregoing limitation shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the Buyer Fundamental Warranties or in the case of fraud. (g) The aggregate amount of all Losses for which the Buyer shall be liable pursuant to Section 8.03 shall not exceed the Aggregate Cap; provided, the foregoing limitation shall not apply in the case of fraud. (h) For purposes of determining whether there has been paid any misrepresentation or breach of a representation or warranty, and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions in any representation or warranty referring to the terms “material,” “materiality,” “in all material respects,” “Material Adverse Effect” or words of similar import shall be disregarded, except such words shall not be disregarded in uses of the defined terms “Material Contracts”. (i) Payments by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party Section 8.02 or Section 8.03 in respect of such Liability, plus any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received from by the Third Indemnified Party (increased by any costs and expenses incurred by the Indemnified Party with respect to such recovery, and increased by Taxes of the Indemnified Party (or the Company, in the case of a Buyer Indemnitee) attributable to the receipt of any such proceeds) by the Indemnified Party (or the Company, in the case of a Buyer Indemnitee) in respect thereof, less (ii) the full amount of the Indemnifiable any such Loss. (cj) An insurer who 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 otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto orreasonably expected to, solely by virtue of the indemnification provisions hereofor does, have any subrogation rights with respect give rise thereto, it being expressly understood but such Indemnified Party will not have a duty to incur any material costs in connection with the foregoing, and agreed any out-of-pocket costs incurred by such Indemnified Party in connection with such mitigation shall constitute Losses that no insurer or any other third party shall may be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) recovered by virtue of the indemnification provisions hereofsuch Indemnified Party. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. (a) If the transactions contemplated by this Agreement are consummated, recovery from the Escrow Fund shall be the sole and exclusive remedy of Purchaser for all obligations of Seller and its Affiliates under this Agreement and the other Transaction Documents. Notwithstanding anything contained herein to the contrary, no Purchaser Indemnified Person may make a claim for any Indemnitee receives any payment cash from an Indemnifying Party the Escrow Fund in respect of any Indemnifiable claim for indemnification that is made pursuant to clauses (i) and (ii) of the first sentence of Section 9.2(a), unless and until the Purchaser Indemnified Persons have incurred Purchaser Losses (excluding individual Purchaser Losses or related Purchaser Losses less than the Minimum Amount (as defined below)) in excess of the Threshold (as defined below) which are conclusively determined to be subject to indemnification hereunder and a notice of claim pursuant to Section 9.4 describing such Purchaser Losses in excess of the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, Threshold has been delivered prior to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential ContributorEscrow Release Date. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit Notwithstanding anything contained herein to the Indemnifying Party the excess (if any) of contrary, (i) Seller (on behalf of itself and as agent for the Other Sellers) shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate Purchaser Losses under this Agreement or any other Transaction Document in an amount paid by in excess of 20% of the Indemnifying Party in Purchase Price, provided that Purchaser Losses incurred with respect of such Liabilityto Excluded Liabilities shall not be counted toward the above-referenced 20% limit, plus the amount received from the Third Party in respect thereof, less and (ii) the full Purchaser (on behalf of itself and as agent for any Affiliates) shall not be obligated to indemnify Seller Indemnified Parties for aggregate Seller Losses under this Agreement or any other Transaction Document in an amount in excess of 20% of the Indemnifiable LossPurchase Price, provided that Seller Losses incurred with respect to Assumed Liabilities shall not be counted toward the above-referenced 20% limit. (c) An insurer who would otherwise Notwithstanding anything contained herein to the contrary, Seller (on behalf of itself and as agent for the Other Sellers) shall not be obligated to pay indemnify the Purchaser Indemnified Parties under this Agreement (x) with respect to any claim individual Purchaser Loss or series of related Purchaser Losses involving an amount that is less than ten thousand dollars ($10,000) (the “Minimum Amount”) and (y) unless and until the aggregate Purchaser Losses (excluding individual Purchaser Losses or related Purchaser Losses less than the Minimum Amount) conclusively determined to be subject to such indemnification collectively exceed three hundred thousand dollars ($300,000) (the “Threshold”), whereupon such indemnification shall not be relieved made by Seller only with respect to the amount of such Purchaser Losses (excluding individual Purchaser Losses or related Purchaser Losses less than the Minimum Amount) in excess of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofThreshold. (d) Notwithstanding anything contained herein to the contrary, Purchaser shall not be obligated to indemnify the Seller Indemnified Parties under this Agreement (x) with respect to any individual Seller Loss or series of related Seller Losses involving an amount that is less than the Minimum Amount and (y) unless and until the aggregate Seller Losses (excluding individual Seller Losses or related Seller Losses less than the Minimum Amount) conclusively determined to be subject to such indemnification collectively exceed the Threshold, whereupon such indemnification shall be made by Purchaser only with respect to the amount of such Seller Losses (excluding individual Seller Losses or related Seller Losses less than the Minimum Amount) in excess of the Threshold. (e) The representations and warranties of Seller and Purchaser contained in ARTICLE IV and ARTICLE V, respectively, of this Agreement and any other Transaction Document shall survive the Closing until the expiration of twelve (12) months following the Closing (the “Escrow Release Date”), except for the representations and warranties contained in Section 4.8 (Tax Matters) which shall survive the Closing until the expiration of 3 years following the Closing. The covenants and agreements contained in this Agreement shall survive the Closing until the date or dates explicitly specified therein or, if not so specified, until the expiration of the applicable statute of limitations with respect to the matters contained therein provided that, notwithstanding anything herein to the contrary, the amount obligations of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee Purchaser and Affiliates with respect to Assumed Liabilities, and the indemnification obligations of Seller and its Subsidiaries with respect to Excluded Liabilities, shall survive the Closing for an indefinite period. (f) The obligations to indemnify and hold harmless a Party pursuant to Sections 9.2(a)(i), 9.2(a)(ii), 9.2(b)(i) or contribution payment 9.2(b)(ii) shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 9.3(e); provided, however, that any matter as to which a Notifying Party has asserted a claim for indemnity pursuant to this Article IX during the indemnified itemapplicable survival period specified in Section 9.2(d) above which is pending or unresolved at the end of the applicable survival period shall continue to be covered by this Article IX until such matter is finally terminated or otherwise resolved by the Parties or by a court of competent jurisdiction and any amounts payable hereunder are finally determined and paid. (g) Without limiting the effect of any other limitation contained in this ARTICLE VII, for purposes hereof, no representation or warranty of Seller in any Transaction Document is deemed to be or to have been inaccurate if on or prior to the date of this Agreement, the Purchaser had knowledge of the inaccuracy of such representation or warranty. For the purposes of this Section 9.3(g), Purchaser will be deemed to have knowledge of an inaccuracy of a representation and warranty of Seller if the facts underlying such inaccuracy were disclosed to Purchaser, its representatives or advisors as part of (i) management presentations conducted for Purchaser, its representatives and advisors in connection with the transactions contemplated by this Agreement, or (ii) the data room which was open for inspection by Purchaser, its representatives and advisors prior to the date hereof.

Certain Limitations. (a) If any Indemnitee receives any payment from The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Damages for which indemnification is provided under this Agreement will be reduced by any Indemnifiable Losses and amounts (or, in the Indemnitee could have recovered all or case of a part claim under Section 13.1(b), one-half of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such amounts for each Indemnifying Party, ) actually received (including amounts received under insurance policies) by or on behalf of the Indemnified Party from third parties (net out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnitee shall, Indemnified Party in connection with seeking to the extent permitted by applicable Law, assign collect and collecting such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount amounts) in respect of such payment or the Indemnifying Damages (such net amounts are referred to herein as “Indemnity Reduction Amounts”). If any Indemnified Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party any Indemnity Reduction Amounts in respect of an Indemnifiable Loss that Indemnified Claim for which indemnification is provided under this Agreement after the subject of indemnification hereunder after all or a portion full amount of such Indemnifiable Loss Indemnified Claim has been paid by an Indemnifying Party pursuant to this Article Vor after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnified Claim, then the Indemnitee shall Indemnified Party will promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereofIndemnified Claim, less (ii) the full amount of the Indemnifiable Loss. (c) indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a any benefit they would not be entitled to receive in the absence of the indemnification provisions) provisions by virtue of the indemnification provisions hereof. Each Seller and Buyer will, and will use commercially reasonable efforts to cause each of its Representatives to, pursue promptly any claims or rights it may have against all third parties which would reduce the amount of Damages for which indemnification is provided under this Agreement. (b) The amount of Damages for which indemnification is provided under this Agreement will be (i) increased to take account of any Tax cost incurred (grossed up for such increase) by the Indemnified Party arising from the receipt of indemnity payments hereunder (unless such indemnity payment is treated as an adjustment to the Purchase Price for tax purposes) and (ii) reduced to take account of any Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Party will be deemed to be subject (A) to the applicable federal and/or local country Income Taxes at the maximum statutory rate then in effect and (B) to state and local Taxes (if applicable) at a combined State and local Tax rate of six percent, which will be tax effected at such maximum Tax rate. Any indemnity payment made pursuant to this Agreement will be treated as an adjustment to the Purchase Price for Tax purposes unless a determination (as defined in § 1313 of the Code) or a similar event under foreign Tax Law with respect to the Indemnified Party causes any such payment not to constitute an adjustment to the Purchase Price for United States federal Income Tax purposes or foreign Tax purposes, as the case may be. (c) Anything contained in this Agreement to the contrary notwithstanding, no Seller will have any obligation to indemnify any member of the Buyer Group with respect to any matter if the Damages arise from a change in the accounting or Tax policies or practices of any of the Acquired Companies on or after the Closing Date. (d) Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, no member of the amount Seller Group and no member of the Buyer Group will be entitled to any indemnification or contribution obligations recovery under this Separation Agreement for its own special, punitive, exemplary or consequential damages or lost profits; provided, however, that nothing herein shall not be adjusted to take into account the Tax treatment prevent any member of the relevant Indemnitee with respect to the indemnification or contribution payment Seller Group or the Buyer Group from being indemnified itemfor all components of awards against them in claims by third parties, including special, punitive, exemplary or consequential damages and lost profits components of such claims.

Certain Limitations. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) If Except in the cases of fraud, if Seller or any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and Shareholder is the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise not be subrogated liable to such Indemnitee’s rights against the Potential ContributorIndemnified Party for indemnification under Section 8.02(a)(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a)(i) exceeds $7,000,000 (the “Deductible”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (b) If notwithstanding Except in the cases of fraud, if Buyer is the Indemnifying Party, the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 5.04 an Indemnitee receives an 8.03(a) until the aggregate amount from a third party of all Losses in respect of an Indemnifiable Loss indemnification under Section 8.03(a) exceeds the Deductible, in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. (c) Notwithstanding anything herein to the contrary, in no event will the aggregate liability of (i) Seller to any Indemnified Party and Buyer pursuant to this Agreement exceed the Purchase Price actually received by Seller or (ii) any Shareholder to any Indemnified Party and Buyer pursuant to this Agreement exceed such Shareholder’s Pro Rata Share of the Purchase Price actually received by Seller. (d) From and after the Closing for purposes of determining the amount of any Losses that is are the subject matter of a claim for indemnification hereunder, each representation and warranty and covenant in this Agreement and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to the term “material” or any similar qualifier, as if such words and surrounding related words (e.g., “reasonably be expected to” and similar restrictions and qualifiers) were deleted from such representation and warranty or covenant. (e) Notwithstanding anything to the contrary in this Agreement, but subject to Sections 2.05(f) and 8.07, in no event will Seller or any Shareholder be liable to any Indemnified Party hereunder after all or a portion and Buyer shall solely look to the R&W Insurance Policy for coverage of any Losses regardless of whether such Indemnifiable Loss has been paid policy provides coverage for such Losses, except in the cases of fraud. (f) Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds (other than the R&W Insurance Policy) 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 reasonable costs or expenses incurred by the Indemnified Party (or the Company) in collecting such amounts). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (g) Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. (h) Notwithstanding anything contained in this Agreement to the contrary, no Indemnified Party shall have any right to indemnification under this Article V, the Indemnitee shall promptly remit VIII with respect to any Losses to the Indemnifying Party the excess (if any) of extent such Losses (i) are included on, or is a liability accrued for on or reserved or reflected in, the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less Balance Sheet; (ii) arise out of changes after the full amount Closing Date in applicable Law; (iii) are previously reflected in the Purchase Price adjustments under Article II; or (iv) are duplicative of Losses that have previously been recovered hereunder. (i) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss, including pursuing recovery under the Indemnifiable R&W Insurance Policy, 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. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (dj) Notwithstanding anything contained in this Agreement to the contrary, the amount of any Buyer’s rights to indemnification or contribution obligations under this Separation Agreement hereunder shall not be adjusted to take into account the Tax treatment limited in cases of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemfraud in any respect.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect The amount of any Indemnifiable Losses and Covered Liabilities for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee could have indemnified party from third parties (including amounts actually recovered all or a part under insurance policies) with respect to such Covered Liabilities. Any netting of such Indemnifiable Loss from a third insurance proceeds may be satisfied by the indemnified party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, assigning any potential insurance claims to the extent permitted indemnifying party and, in any event, the potential availability of insurance proceeds shall not permit delay by applicable Law, assign such the indemnifying party in the performance of its duties under this Article X. Any indemnifying party hereunder shall be subrogated to the rights to proceed of the indemnified party as against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor any relevant insurer upon payment in full of the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) relevant indemnifiable loss. If notwithstanding Section 5.04 an Indemnitee receives any indemnified party recovers an amount from a third party in respect of an Indemnifiable Loss that indemnifiable loss for which indemnification is provided in this Agreement after the subject of indemnification hereunder after all or a portion full amount of such Indemnifiable Loss indemnifiable loss has been paid by an Indemnifying Party pursuant to this Article Vindemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnitee indemnified party shall promptly remit to the Indemnifying Party indemnifying party the excess (if any) of (i) the sum of the amount theretofore paid by the Indemnifying Party such indemnifying party in respect of such Liability, indemnifiable loss plus the amount received from the Third Party third party in respect thereof, less (ii) the full amount of such Covered Liabilities. (b) The amount of any other liability for which indemnification is provided under this Agreement shall be treated by Buyer and Seller as an adjustment to the Indemnifiable LossPurchase Price, and Seller and Buyer agree not to take any position inconsistent therewith for any purpose. (c) An insurer who would otherwise be obligated to pay any claim No remedy under this Agreement or at law or in equity shall not be relieved include, provide for or permit the payment of the responsibility with respect thereto ormultiple, solely by virtue of the indemnification provisions hereofexemplary, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer punitive or consequential damages or any other third party equitable equivalent thereof or substitute therefor ("Special Damages"); provided, however, that Special Damages shall be entitled indemnifiable to the extent owed by Buyer or Seller, as the case may be, to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofthird party. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. The indemnification obligations of the ------------------- parties under this Agreement are subject to the following limitations: (a) If to the extent an Indemnified Party is entitled to receive the proceeds of insurance with respect to the matter for which it is to be indemnified, upon being so indemnified said party shall pay the proceeds net of all expenses of such insurance which it has received to the Indemnifying Party; (b) if and to the extent any Indemnitee receives any payment from indemnification obligation of an Indemnifying Party in respect hereunder is or has been increased as a result of any Indemnifiable Losses and the Indemnitee could have recovered all acts or a part omissions taken or omitted by or on behalf of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying an Indemnified Party, such Indemnitee shall, to the extent permitted indemnification obligation shall be reduced by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated indemnification obligation that is attributable to such Indemnitee’s rights against the Potential Contributor.acts or omissions; (bc) If notwithstanding Section 5.04 effective upon being indemnified as provided in this Agreement, an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification Indemnified Party hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit (i) hereby transfers and assigns to the Indemnifying Party all rights and claims the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of former has or may have against third parties for reimbursement or contribution for such Liability, plus the amount received from the Third Party in respect thereof, less indemnification; (ii) agrees to execute such instruments and take such other actions as may be necessary or appropriate to transfer and assign the full amount of foregoing rights or claims to the Indemnifiable Loss.latter; and (iii) agrees to take such reasonable actions when and as necessary or appropriate to assist the latter to obtain reimbursement or contribution for such indemnification from third parties; and (cd) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence indemnification on account of the indemnification provisions) effect upon its business or business operations caused by virtue of the indemnification provisions hereof. (d) Notwithstanding anything or resulting from actions taken by a party pursuant to the contrary, the amount of any indemnification or contribution its obligations under this Separation Agreement shall not be adjusted hereunder to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification remedial or contribution payment other appropriate action, such as for example business interruption or the indemnified itemlost profits, provided that any consents required by Section 6 above have been obtained before commencing such action.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect The amount of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted Damages payable under Section 8.03 by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated net of any (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies, or from any other Person alleged to be responsible therefor and (ii) Tax Benefit realized by the Indemnified Party arising from the incurrence or payment of any such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 Damages. For this purpose, “Tax Benefit” means, with respect to any Damages subject to an Indemnitee receives indemnity under Article 8 an amount from by which the net Tax liability of the Indemnified Party (or a third party group filing a Tax return that includes such Indemnified Party) is actually reduced in respect any Tax period as a result of an Indemnifiable Loss Damages or the amount of Tax refund that is the subject of indemnification hereunder after all or generated as a portion result of such Indemnifiable Loss has been paid by an Damages, and any related interest received from the applicable Taxing Authority (net of any associated Tax cost). If the Indemnified Party (A) receives any 49 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, then such Indemnified Party shall promptly reimburse the Indemnifying Party pursuant for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to this Article Vthe amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount or (B) receives any net Tax Benefit subsequent to an indemnification payment by the Indemnitee Indemnifying Party, then such Indemnified Party shall promptly remit pay to the Indemnifying Party the excess amount of such net Tax Benefit up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (if anyb) of The Indemnifying Party shall not be liable under Section 8.02 for any (i) the amount paid by the Indemnifying Party in respect indirect, consequential, punitive or other speculative forms of such LiabilityDamages, plus the amount received from the Third Party in respect thereof, less (ii) Damages for lost profits or (iii) Damages that would not exist if not for, or to the full amount extent aggravated by, any act or wrongful omission by the Indemnified Party, except, in the cases of clauses (i) or (ii), to the Indemnifiable Loss. (c) An insurer who would otherwise be obligated extent any Indemnified Party is liable for such Damages to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to based on any final judgment of a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence court of the indemnification provisions) by virtue of the indemnification provisions hereofcompetent jurisdiction. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. (a) If The amount of any indemnifiable losses or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee receives any payment from an third parties (including, without limitation, amounts actually recovered under insurance policies) with respect to such indemnifiable losses or other liability. Any Indemnifying Party in respect hereunder shall be subrogated to the rights of any Indemnifiable Losses and the Indemnitee could have recovered all or a part upon payment in full of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions provision hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or . If any other Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnitee shall be entitled promptly remit to a “wind-fall” the Indemnifying Party the excess (i.e. a benefit they would not be entitled to receive in if any) of (A) the absence sum of the indemnification provisionsamount theretofore paid by such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) by virtue the full amount of the indemnification provisions hereofsuch indemnifiable loss or other liability. (db) Notwithstanding anything The amount of any loss or other liability for which indemnification is provided under this Agreement shall be (i) increased to take account of any net tax cost incurred by the Indemnitee arising from the receipt or accrual of an indemnification payment hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit realized by the Indemnitee arising from incurring or paying such loss or other liability. In computing the amount of any such tax cost or tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified loss. Any indemnification payment hereunder shall initially be made without regard to this SECTION 3.4(B) and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have "actually realized" a net tax cost or a net tax benefit to the contraryextent that, and at such time as, the amount of taxes payable by such Indemnitee is increased above or reduced below, as the case may be, the amount of taxes that such Indemnitee would be required to pay but for the receipt or accrual of the indemnification payment or the incurrence or payment of such loss, as the case may be. The amount of any indemnification increase or contribution obligations under this Separation Agreement reduction hereunder shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee reflect any Final Determination with respect to the Indemnitee's liability for taxes, and payments between such indemnified parties to reflect such adjustment shall be made if necessary. (c) Any indemnification or contribution payment or made under this Agreement shall be characterized for tax purposes as if such payment were made immediately prior to the indemnified itemEffective Date.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party Notwithstanding anything to the contrary in respect this Article 10, (i) the indemnification obligations of any Indemnifiable each Seller for Losses and for indemnification claims pursuant to Section 10.02(a) shall not exceed such Seller’s Pro Rata Portion of the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party Indemnity Escrow Account (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Partyeach, such Indemnitee shallSeller’s “General Indemnity Cap”), and (ii) the indemnification obligations of each Indemnification Agreement Party for Losses for indemnification claims pursuant to Section 10.02(b) shall not exceed such Seller’s Indemnification Percentage of the extent permitted by applicable LawAdditional Indemnity Coverage Amount (each, assign such Seller’s “Excess Indemnity Cap”); provided, however, that none of its rights the foregoing limitations shall apply to proceed against the Potential Contributor as are necessary or otherwise limit any claims relating to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential ContributorFraud. (b) If Losses Net of Insurance Proceeds and Other Third Party Recoveries. (i) The amount of any Losses recoverable by the Buyer Indemnified Parties pursuant to Section 10.02 shall be calculated net of (A) any third party insurance proceeds (including under the R&W Policy but excluding the Excess Coverage Policy) actually received by the Buyer Indemnified Parties on account of such Losses, net of the aggregate amount of all costs and expenses (including reasonable attorneys’ fees and expenses) of recovery or collection, including any deductibles, retentions or similar costs or payments and any increases in premiums (collectively, “Recovery Costs”), and (B) any indemnification payments made by any third party to, and actually received by, the Buyer Indemnified Parties on account of such Losses, net of any Recovery Costs. Buyer shall use its commercially reasonable efforts to seek recovery under all third party insurance policies (including under the R&W Policy but not under the Excess Coverage Policy) covering any Losses to the same extent as they would if such Losses were not subject to indemnification hereunder (but, for the avoidance of doubt, only after the amount of any deductibles, retentions or similar costs have been satisfied and only to the extent such policies cover such Losses); provided, however, that, notwithstanding Section 5.04 anything to the contrary herein, (x) the Buyer Indemnified Parties shall not be required to seek recovery under the R&W Policy or the Excess Coverage Policy with respect to any claims for Losses relating to Fraud, and (y) the Buyer Indemnified Parties shall not be required to file or bring a lawsuit, arbitration or other action or Proceeding with respect to any insurance policy or third party. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, the Buyer Indemnified Parties shall be entitled to seek indemnification under this Article 10 concurrently with seeking recovery from any third party insurance policies (including the R&W Policy and the Excess Coverage Policy) or other third party. In the event that an Indemnitee receives an amount from insurance recovery under a third party insurance policy is actually received by the Buyer Indemnified Parties with respect to any Losses for which the Buyer Indemnified Parties have been indemnified hereunder, then a refund shall be made to the applicable Sellers in respect of accordance with Section 10.04(b)(ii) by the Buyer Indemnified Parties in an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of amount equal to (such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article Vamount, the Indemnitee shall promptly remit to “Insurance Refund Amount”) the Indemnifying Party the excess (if any) lesser of (i) the aggregate amount paid of such insurance recovery actually received by the Indemnifying Party in respect Buyer Indemnified Parties, net of such Liabilityany Recovery Costs, plus the amount received from the Third Party in respect thereof, less and (ii) the full amount of the Indemnifiable Lossindemnification payment previously received by the Buyer Indemnified Parties pursuant to Section 10.02 with respect to such Losses. In the event that a third party indemnity payment is actually received by the Buyer Indemnified Parties with respect to any Losses for which the Buyer Indemnified Parties have been indemnified hereunder, then a refund shall be made to the applicable Sellers in accordance with Section 10.04(b)(ii) by the Buyer Indemnified Parties in an amount equal to (such amount, the “Indemnity Refund Amount” and, together with the Insurance Refund Amount, the “Refund Amounts”) the lesser of (i) the aggregate amount of such third party indemnity payment actually received by the Buyer Indemnified Parties, net of any Recovery Costs, and (ii) the amount of the indemnification payment previously received by the Buyer Indemnified Parties pursuant to Section 10.02 with respect to such Losses. (ii) In the event that any Refund Amount is payable pursuant to Section 10.04(b)(i), such Refund Amount shall be paid by the Buyer Indemnified Parties in accordance with the applicable Additional Consideration Allocation Schedule, with (A) the aggregate portion of the Refund Amount payable with respect to Units (including the Rollover Units but excluding the Excluded Units) to be deposited with the Paying Agent for further distribution by the Paying Agent to the applicable Unitholders and (B) the aggregate portion of the Refund Amount payable with respect to Vested Options to be deposited with the Surviving Company for further distribution by the Surviving Company to the applicable Optionholders, in each case of clauses (A) and (B), without interest and net of applicable tax withholdings. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party No Buyer Indemnified Party shall be entitled to a “wind-fall” indemnification for any punitive or exemplary damages (i.e. a benefit they would not be entitled except to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofextent such punitive or exemplary damages are paid or payable to any third party). (d) Notwithstanding anything No Buyer Indemnified Party shall be entitled to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take Article 10 for any Losses (i) which have been included in the Closing Debt Amount, Closing Transaction Expenses, or Closing Working Capital and taken into account the Tax treatment calculation of the relevant Indemnitee Aggregate Closing Merger Consideration estimated and set forth in the Estimated Closing Statement, (ii) for which an adjustment was made to the Aggregate Closing Merger Consideration under Section 2.09 to the extent such Losses have already been paid to Buyer in accordance with Section 2.09, (iii) for Taxes (A) not attributable to a Pre-Closing Tax Period (other than Seller Taxes, any Taxes resulting from a breach of Sections 3.11(g), (h), (o), (q), (r), (s), (t), (u), (v), (w), (x), (y), (z), (aa), (bb) and (cc), and any interest and penalties imposed in Post-Closing Tax Periods with respect to Taxes for Pre-Closing Tax Periods), (B) with respect to the indemnification existence, amount, expiration date, limitations on, or contribution payment availability, in a Post-Closing Tax Period, of any Tax attribute (including methods of accounting) of any Acquired Company from a Pre-Closing Tax Period, (C) resulting from transactions by Buyer or the indemnified itemCompany on the Closing Date outside the ordinary course of business following the Closing that are not expressly contemplated by this Agreement, or (D) relating to S&U Taxes.

Certain Limitations. (a) If 10.4.1 Notwithstanding anything to the contrary contained in this Agreement, except in the case of fraud or Willful Breach, the maximum amount of liability that Seller will have to Buyer and the Buyer Indemnified Parties for any Indemnitee receives any payment from Losses arising pursuant to or under this Agreement will not exceed the Purchase Price. 10.4.2 Notwithstanding anything to the contrary herein, an Indemnifying Party in respect of shall not be liable for any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, pursuant to this Agreement to the extent permitted by applicable Law, assign such of its rights to proceed against that the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid previously included in the calculation of the Closing Date Payment Amount or the Post-Closing Adjustment Amount, as finally determined. 10.4.3 Payments by an Indemnifying Party pursuant to this Article V, the Indemnitee Agreement in respect of any Loss shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid be reduced by payments actually recovered by the Indemnifying Indemnified Party under any insurance policy with respect to such Losses and any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such Liabilityclaim. Subject to 10.7.2, plus the Indemnified Party shall use at least commercially reasonable efforts to recover amounts available under any applicable insurance policies or indemnity, contribution or other similar agreements for any Losses. In the event any such amounts are received by an Indemnified Party after payment of a Loss hereunder by an Indemnifying Party for the same Loss, such Indemnified Party shall promptly repay the Indemnifying Party, up to the amount received so received. 10.4.4 Payments by an Indemnifying Party pursuant to this Agreement 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 in the year such payment is received. 10.4.5 No Indemnifying Party shall be liable to any Indemnified Party for any punitive damages or Losses that arise solely from the Third special circumstances of an Indemnified Party that have not been communicated to the Indemnifying Party, provided that nothing herein shall prevent any Indemnified Party from recovering for all components of awards against them in respect thereof, less (ii) the full amount of the Indemnifiable LossThird-Party Claims for which recovery is provided under this Article 10 including punitive damages. (c) An insurer who 10.4.6 Each Indemnified Party shall use commercially reasonable efforts to mitigate any Loss upon becoming aware of any event or circumstance that would otherwise be obligated reasonably expected to, or does, give rise thereto. 10.4.7 Notwithstanding any language to pay the contrary in this Agreement, the maximum aggregate liability of Seller under this Agreement shall be the Purchase Price, except that this limitation shall not apply to any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer based upon fraud or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofWillful Breach. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. The indemnification provided for in Section 5.2 shall be subject to the following limitations: 12 (a) If The BT Assets Indemnifying Parties shall not be liable to the PubCo Indemnified Parties for indemnification under Section 5.2(a) (other than with respect to any Indemnitee receives breach or inaccuracy of any payment from an Indemnifying Party representation or warranty in Section 2.10 or any Fundamental Representation), (i) until the aggregate amount of all Losses in respect of indemnification under Section 5.2(a) exceeds 0.5% of the Cash Consideration (the “Deductible”), in which event the BT Assets Indemnifying Parties shall only be required to pay or be liable for all such Losses in excess of the Deductible; and (ii) for any Indemnifiable individual or series of related Losses and that exceed an amount equal to one hundred percent (100%) of the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party Cash Consideration (a the “Potential ContributorIndemnity Cap”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor). (b) If notwithstanding Payments by the BT Assets Indemnifying Parties pursuant to Section 5.04 an Indemnitee receives an amount from a third party 5.2 in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee any Losses shall promptly remit be limited to the Indemnifying Party the excess (if any) amount of (i) the amount paid any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnifying Party PubCo Indemnified Parties in respect of any such Liabilityclaim. The PubCo Indemnified Parties shall use their respective commercially reasonable efforts to recover under insurance policies or indemnity, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Losscontribution or other similar agreements for any Losses. (c) An insurer who would otherwise In no event shall any BT Assets Indemnifying Party be obligated liable to pay any claim shall not be relieved PubCo 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 responsibility with respect thereto orbreach or alleged breach of this Agreement, solely by virtue or diminution of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer value or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence damages based on any type of the indemnification provisions) by virtue of the indemnification provisions hereofmultiple. (d) Notwithstanding anything Each PubCo Indemnified Party shall take all reasonable steps to mitigate any Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or do, give rise thereto, including incurring costs only to the contrary, minimum extent necessary to remedy the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted breach that gives rise to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemsuch Loss.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying PartySubject to Section 2.02, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of any indemnifiable losses or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee from third parties (including, without limitation, amounts actually recovered under insurance policies) with respect to such payment indemnifiable losses or the other liability. Any Indemnifying Party hereunder shall otherwise be subrogated to such Indemnitee’s the rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to upon payment in full of the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions provision hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or . If any other Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnitee shall be entitled promptly remit to a “wind-fall” the Indemnifying Party the excess (i.e. a benefit they would not be entitled to receive in if any) of (A) the absence sum of the indemnification provisionsamount theretofore paid by such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) by virtue the full amount of the indemnification provisions hereofsuch indemnifiable loss or other liability. (db) Notwithstanding anything The amount of any loss or other liability for which indemnification is provided under this Agreement shall be (i) increased to take account of any net tax cost incurred by the Indemnitee arising from the receipt or accrual of an indemnification payment hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit realized by the Indemnitee arising from incurring or paying such loss or other liability. In computing the amount of any such tax cost or tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified loss. Any indemnification payment hereunder shall initially be made without regard to this Section 4.04(b) and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have "actually realized" a net tax cost or a net tax benefit to the contraryextent that, and at such time as, the amount of taxes payable by such Indemnitee is increased above or reduced below, as the case may be, the amount of taxes that such Indemnitee would be required to pay but for the receipt or accrual of the indemnification payment or the incurrence or payment of such loss, as the case may be. The amount of any indemnification increase or contribution obligations under this Separation Agreement reduction hereunder shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee reflect any Final Determination with respect to the Indemnitee's liability for taxes, and payments between such indemnified parties to reflect such adjustment shall be made if necessary. (c) Any indemnification or contribution payment or made under this Agreement shall be characterized for tax purposes as if such payment were made immediately prior to the indemnified itemEffective Date.

Certain Limitations. The indemnification provided for in Section 8.2 shall be subject to the following limitations: (a) If Each Selling Shareholder is entitled to claim against any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses other Selling Shareholder for contribution, reimbursement, indemnification and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorother participation. (b) If notwithstanding Section 5.04 an Indemnitee receives In no event shall any Selling Shareholder (other than Trinityville Profit Limited) (except in cases involving fraud or intentional misconduct of such Selling Shareholder) be liable to the Purchaser in an amount from a third party in respect greater than the sum of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of Purchase Price and the Preferred Liquidation Premium, if any pursuant to Section 2.7, actually received by such Indemnifiable Loss has been paid by an Indemnifying Party Selling Shareholder pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable LossAgreement for all claims under this Agreement. (c) An insurer who would otherwise In no event shall Trinityville Profit Limited and the Founder (except in cases involving fraud or intentional misconduct) be obligated liable to pay any claim shall not be relieved the Purchaser in an amount greater than the sum of the responsibility with respect thereto orPurchase Price and the Preferred Liquidation Premium, solely if any pursuant to Section 2.7, actually received by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled Trinityville Profit Limited pursuant to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofthis Agreement for all claims under this Agreement. (d) In no event shall the Purchaser be liable to any Selling Shareholder and all Selling Shareholder Indemnitees related to such Selling Shareholder under this Agreement for an amount greater than one hundred percent (100%) of the Purchase Price actually received by such Selling Shareholder, and in no event shall the aggregate liability of the Purchaser towards the Selling Shareholder Indemnitees under this Agreement exceed one hundred percent (100%) of the Aggregate Purchase Price, except in cases involving fraud or intentional misconduct of the Purchaser and the payment obligations under Section 2.2 and Section 2.7. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for indemnification under Section 8.2 for any punitive, incidental, consequential, special or indirect damages. (f) Notwithstanding anything in this Agreement to the contrary, any Loss under this Article VIII shall be determined without giving effect to any qualification contained in any representation and warranty as to materiality, including Material Adverse Effect. (g) Notwithstanding anything in this Agreement to the contrary, the amount limitations on indemnification and liability set forth in this Section 8.3 shall not apply to a claim for Losses arising out of fraud or willful misconduct by any Party. (h) For the avoidance of doubt, an Indemnified Party shall be entitled to recover from the applicable Indemnifying Party under this Article VIII for any Losses incurred by such Indemnified Party arising out of or resulting from the breach of any indemnification representation, warranty, covenant or contribution obligations under this Separation Agreement shall agreement contained herein, as applicable, whether or not be adjusted to take into account the Tax treatment such Indemnified Party (or any of its Affiliates or Representatives) had any knowledge of the relevant Indemnitee with respect breach (or knowledge of any other facts or circumstances relating thereto) on or prior to the indemnification or contribution payment or the indemnified itemdate hereof.

Certain Limitations. (ai) If any Indemnitee receives any payment from an Indemnifying Party in respect The amount of any Indemnifiable Purchaser's Losses and or Seller's Losses shall be net of any amounts actually recovered by the Indemnitee could have from third parties (including, without limitation, amounts actually recovered all under insurance policies) with respect to such Purchaser's Losses or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on Seller's Losses as the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, case may be. Any Indemnitor hereunder shall be subrogated to the extent permitted by applicable Law, assign such rights of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor Indemnitee upon payment in full of the amount of such payment the relevant Purchaser's Losses or Seller's Losses as the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) case may be. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto. If any Indemnitee recovers an amount from a third party in respect of any Purchaser's Losses or Seller's Losses as the case may be after the full amount of such Purchaser's Losses or Seller's Losses has been paid by an Indemnitor or after an Indemnitor has made a partial payment of such Purchaser's Losses or Seller's Losses and the amount received from the third party exceeds the remaining unpaid balance of such Purchaser's Losses or Seller's Losses, then the Indemnitee shall promptly remit to the Indemnitor the excess (if any) of (a) the sum of the amount theretofore paid by the Indemnitor in respect of such Purchaser's Losses or Seller's Losses plus the amount received from the third party in respect thereof, less (b) the full amount of such Purchaser's Losses or Seller's Losses. (ii) The amount of any Purchaser's Losses or Seller's Losses or any other amounts payable or reimbursable by one party to the other under this Agreement shall be increased or decreased to take account of any net Tax cost incurred or any net Tax benefit realized by the Indemnitee. (iii) Notwithstanding any other provisions of this Agreement (a) the Purchaser shall not have any right to make claims for indemnification pursuant to this Section 13.14 with respect to any matter which is the basis of any economic adjustment pursuant to Section 2.2(B) or Section 2.3(C), it being expressly understood that such adjustments constitute the Purchaser's sole recourse and agreed that no insurer remedy with respect to such matters to the exclusion of this Section 13.14, and (b) neither the Purchaser nor the Seller shall have any right to make claims for indemnification pursuant to this Section 13.14 on account of breaches of representations and warranties in this Agreement after the period for which such representations or any other third party warranties survive pursuant to Section 13.14(B) and Section 13.14(C). If the Closing occurs, the indemnification rights of the parties provided in this Section 13.14 and in the Escrow Agreement constitute the exclusive remedy of the parties with respect to all matters described in this Agreement (except for the matters described in Article II, Section 6.7, Section 6.9, Section 6.18, Article XI and Article XII for which the parties shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in specific performance and all other remedies available at law or equity for the absence breach of the indemnification provisions) by virtue of the indemnification provisions hereofmatters described in such Sections and Articles). (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. Without limiting the effect of any other limitation contained in this Article VIII, the following limitations shall apply to all claims for indemnification under this Article VIII: (a) If For the avoidance of doubt, if a party breaches any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all representation or a part warranty of such Indemnifiable Loss from a third party set forth in this Agreement that is qualified by materiality (a including the word or words “Potential Contributor”) based on material,” “in all material respects,” “Acquired Business Material Adverse Effect” or any word or words of similar import), the underlying claim or demand asserted against such Indemnifying Party, such applicable Indemnitee shall, shall (solely to the extent permitted by applicable Law, assign such of its rights otherwise provided in this Article VIII and subject to proceed against the Potential Contributor as are necessary limitations set forth in this Article VIII) be entitled to permit such Indemnifying Party to recover from indemnification for the Potential Contributor the full amount of Damages resulting from such payment or breach (and not solely for the Indemnifying Party shall otherwise excess of such Damages over any portion thereof deemed not to be subrogated to such Indemnitee’s rights against the Potential Contributormaterial). (b) If notwithstanding Section 5.04 Purchaser shall not be entitled to make any claim for indemnification with respect to any matter to the extent that such matter (or an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is accrual, reserve or provision therefor (to the subject of indemnification hereunder after all or a portion extent of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to accrual, reserve or provision)) is reflected as a current liability on the Final Closing Transaction Value Schedule or otherwise taken into account in the calculation of the Final Transaction Value, and the amount of any Damages for which indemnification is provided under this Article VVIII shall be calculated net of any such accruals, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Lossreserves or provisions. (c) An insurer who would otherwise be obligated Purchaser and each Acquired Company shall (and each shall cause each other Purchaser Indemnitee to) use commercially reasonable efforts to pay any claim pursue all reasonable legal rights and remedies available to Purchaser and each Acquired Company in order to mitigate applicable Damages for which indemnification is provided to the Purchaser Indemnitees under this Article VIII. The Retained Companies shall not be relieved of (and each shall cause each other Seller Indemnitee to) use commercially reasonable efforts to pursue all reasonable legal rights and remedies available to such Person order to mitigate applicable Damages for which indemnification is provided to the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofSeller Indemnitees under this Article VIII. (d) Notwithstanding anything In no event shall any Seller Indemnitor have any liability under this Article VIII for any Damages arising from or relating to, directly or indirectly, a breach of the representations and warranties set forth in Section 3.19(b) that is cured within forty-five (45) days after Purchaser’s delivery of a Claim Certificate pursuant to and in compliance with the requirements of Section 8.5 or 8.6, as applicable. (e) In no event shall any Seller Indemnitor have any liability under this Article VIII for any Damages arising from or relating to, directly or indirectly, any act, omission or transaction carried out by or at the request of Purchaser or any Affiliate thereof before, on or after the Closing Date, including, without limitation, any change in the accounting policies, practices or procedures of the Acquired Business or any of the Acquired Companies after the Closing; provided, however, that for the avoidance of doubt, no transaction occurring or required to occur prior to the contrary, Closing pursuant to an Ancillary Agreement shall be considered to have been carried out by or at the request of Purchaser or any of its Affiliates. (f) The amount of Damages recoverable by the Purchaser Indemnitees under this Article VIII with respect to any Claim shall be reduced by the amount of any indemnification payment received by Purchaser, any Acquired Company or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee any Affiliate thereof with respect to such Damages from any insurance provider or any other third party. Purchaser shall (and shall cause each other Purchaser Indemnitee to) use commercially reasonable efforts to pursue all insurance claims and other third party payments to which any Purchaser Indemnitee may be entitled in connection with any Damages it incurs. If the indemnification Purchaser Indemnitees become entitled to receive any insurance or contribution other third party payment in connection with any Claim for Damages for which it has already received a disbursement from the Escrow Fund or payment from any Seller Indemnitor, they shall pay to the indemnified itemSeller Representative (on behalf of the applicable Seller Indemnitors), within thirty (30) calendar days after it becomes entitled to such payment, an amount equal to the excess of (x) the amount previously received by the Purchaser Indemnitees from the Escrow Fund or any Seller Indemnitor with respect to such Claim plus the amount of such insurance or other third party payment, over (y) the amount of Damages to which the Purchaser Indemnitees have become entitled under this Agreement in connection with such Claim. (g) No amounts distributed to any Seller, any Remaining Member, any Parent Equity Holder or any Remaining Parent Equity Holder from the Escrow Fund or paid to any such Person pursuant to Section 2.5 shall be subject to any right of set off, clawback or recoupment for any reason.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses The party making a claim under this Section 7 is referred to as the “Indemnified Party,” and the Indemnitee could have recovered all or a part of party against whom such Indemnifiable Loss from a third party (a claims are asserted under this Section 7 is referred to as the “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, .” The indemnification provided for in Section 7.B and Section 7.C shall be subject to the extent permitted by applicable Lawfollowing limitations: (1) The aggregate amount of all Losses for which the Indemnifying Parties shall be liable pursuant to Section 7.B or Section 7.C(1) as the case may be, assign such shall not exceed Twenty Percent (20%) of its rights the value of the Cash Consideration (except in the case of Fraud). In the case of “Fraud” (meaning common law fraud under the laws of the State of New York with respect to proceed against the Potential Contributor as are necessary to permit such Indemnifying representations and warranties made a Party to recover from this Agreement and relied upon by the Potential Contributor Indemnified Party) the aggregate amount of such payment or all Losses for which the Indemnifying Party Parties shall otherwise be subrogated to such Indemnitee’s rights against liable, in the Potential Contributoraggregate, shall not exceed the value of the Merger Consideration actually received by the Indemnifying Parties. (b2) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect The liability of an Indemnifiable Loss that is the subject of Indemnifying Parties for indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid shall be several but not joint. (3) Payments by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party Section 7.B or Section 7.C in respect of such Liability, plus 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 from or reasonably expected to be received by the Third Indemnified Party (or the Company) in respect thereofof any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, less contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (ii4) Payments by an Indemnifying Party pursuant to Section 7.B or Section 7.C 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 full amount Indemnified Party. (5) 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 Indemnifiable breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (6) 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. (c7) An insurer who would otherwise be obligated to pay any claim The Company shall not be relieved liable under this Section 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the responsibility with respect thereto or, solely by virtue representations or warranties of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer Company contained in this Agreement if ALPP had knowledge of such inaccuracy or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything breach prior to the contraryClosing. For the avoidance of doubt, the amount of any indemnification or contribution obligations under this Separation Agreement shall Company previously disclosed to ALPP inaccuracies related to materials made available to ALPP via Company’s data room including, but not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemlimited to, inventory, aggregate sales and performance parameters.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) If any Indemnitee receives any payment from an Indemnifying Party Seller shall not be liable to Parent Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of any Indemnifiable indemnification under Section 8.02(a) exceeds Twenty Thousand Dollars ($20,000) (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorfirst dollar. (b) If notwithstanding The aggregate amount of all Losses for which the Sellers shall be liable pursuant to Section 5.04 an Indemnitee receives an 8.02(a), shall not exceed the aggregate amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid Merger Consideration actually received by the Sellers. (c) Payments by an Indemnifying Party pursuant to this Article V, the Indemnitee Section 8.02 or Section 8.03 in respect of any Loss shall promptly remit be limited to the Indemnifying Party the excess (if any) amount of (i) the amount paid any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnifying Indemnified Party in respect of any such Liabilityclaim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, plus contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. If after payment of any indemnity payment as to a claim, the amount received from the Third Indemnified Party receives insurance proceeds or any indemnity, contribution or other similar payment in respect thereofof any such claim, the Indemnified Party shall reimburse the Indemnifying Party with respect such payment, less (ii) the full amount of cost, if any, to obtain such payment, to the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of extent that the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofIndemnified Party has received duplicate recovery. (d) Notwithstanding anything Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized as a result of such Loss by the contraryIndemnified Party. If after payment of any indemnity payment as to a claim, the amount Indemnified Party realizes a Tax benefit as a result of such Loss, the Indemnified Party shall reimburse the Indemnifying Party with respect such Tax benefit less the cost, if any, to obtain such Tax benefit. (e) In no event shall any indemnification Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee special or indirect damages, except with respect to Third Party Claims and then only to the indemnification extent that such punitive, incidental, consequential or contribution payment special or indirect damages are awarded against the indemnified itemIndemnified Party and in favor of the third party claimant. (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.

Certain Limitations. (a) If Notwithstanding the foregoing, the Indemnifying Sellers shall not have any Indemnitee receives Liability to the Parent Indemnified Parties for any payment claims for indemnification made by the Parent Indemnified Parties pursuant to Section 7.2(a)(i) other than claims for breaches of Fundamental Representations until the total amount which the Parent Indemnified Parties would recover under Section 7.2(a)(i) exceeds [***] (the “Indemnity Basket”), at which point the Parent Indemnified Parties shall be entitled to recover for all such Damages from an the first dollar up to the General Indemnity Cap; provided, however, that: the General Indemnity Cap shall not apply to any Damages based upon, arising out of, or by reason of (A) any inaccuracy of the Fundamental Representations or (B) Fraud; provided, however, that in the event of any Fraud results solely from the action or inaction of one or more Indemnifying Party Sellers, only such Indemnifying Sellers shall be liable to the Parent Indemnified Parties in respect of such Fraud. Any Damages based upon, arising out of, or by reason of (x) any Indemnifiable Losses and breach of the Indemnitee could have recovered all Fundamental Representations, or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”y) based on Fraud shall not count toward the underlying claim or demand asserted against such Indemnifying PartyGeneral Indemnity Cap, such Indemnitee shall, but shall be subject to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorcaps described in Section 7.2(b). (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from All Damages shall be net of any amounts actually recovered by the applicable Indemnified Party under Insurance Policies or other collateral sources (such as contractual indemnitees of any Person which are contained outside of this Agreement) with respect to such Damages, less any actual costs, deductibles or expenses incurred in connection with securing such amounts (including any increased premiums resulting therefrom). The Indemnified Party shall use commercially reasonable efforts to mitigate any Damages which form the basis of a third party claim for indemnification hereunder, including by making any insurance or other claims under applicable Insurance Policies then in effect or other collateral sources, in each case, that reasonably relate to or provide coverage with respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss to any Damages for which any Indemnified Party has been paid by indemnified under this Article VII. In no event shall any Indemnifying Party have any liability to the Indemnified Party for any punitive, exemplary, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any other Transaction Document, or diminution of value or any damages based on any type of multiple; provided, that an Indemnifying Party shall be liable to the Indemnified Party for such punitive or exemplary damages to the extent they are recovered against an Indemnified Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the a Third Party in respect thereof, less (ii) the full amount of the Indemnifiable LossClaim. (c) An insurer who If the amount to be netted pursuant to Section 7.5(a) from any payment required under this Article VII is determined after payment of any amount otherwise required to be paid to an Indemnified Party under this Article VII, the Indemnified Party shall repay to the Indemnifying Parties, promptly after such determination, any amount that the Indemnifying Parties would otherwise be obligated not have had to pay any claim shall not be relieved pursuant to this Article VII had such determination been made at the time of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofsuch payment. (d) Notwithstanding anything The Sellers shall have no indemnification obligation for Damages with respect to (i) any Taxes reflected in the calculation of Merger Consideration, (ii) any Taxes arising from actions taken by Parent, the Company, the First-Step Surviving Corporation, the Surviving Entity or any affiliate on the Closing Date and after the Closing outside of the ordinary course of business and not contemplated by this Agreement and (iii) the amount or availability of any net operating loss, capital loss, Tax credits, Tax basis or other Tax asset or attribute of the Company in any taxable period (or portion thereof) beginning after the Closing Date. (e) Subject to the contrarylimitations set forth in this Section 7.5, any claims for indemnification with respect to Company breaches and any claims for indemnification against the Indemnifying Sellers pursuant to this Article VII shall be satisfied by the Indemnifying Sellers, on a several but not joint basis, in accordance with their respective Pro Rata Portion of the Merger Consideration. (f) Notwithstanding the fact that any Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, event, condition or circumstance, no Indemnified Party shall be entitled to recover the amount of any Damages suffered by such Indemnified Party more than once, regardless of whether such Damages may be as a result of a breach of more than one representation, warranty, obligation or covenant or otherwise. In addition, any liability for indemnification or contribution obligations under this Separation Agreement hereunder shall not be adjusted to take into account the Tax treatment determined without duplication of recovery by reason of the relevant Indemnitee state of facts giving rise to such liability, or a breach of more than one representation, warranty, covenant or agreement, as applicable. (g) Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this Article VII, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person not a party to this Agreement with respect to the subject matter underlying such indemnification claim and the Indemnified Party shall assign any such rights to the Indemnifying Party. (h) Solely for purposes of determining whether there is an inaccuracy in or contribution payment breach of a representation or warranty, any materiality, Material Adverse Effect or similar qualification limiting the indemnified itemscope of such representation or warranty (except for the Materiality Scrape Exclusions) shall be disregarded. For the avoidance of doubt, such qualifications shall not be disregarded for purposes of determining the amount of any Damages in respect of any such inaccuracy in or breach of such representations or warranties. (i) Parent is hereby authorized, at any time and from time to time, subject to (i) the procedures set out in Sections 7.3, and 7.4 and (ii) if applicable, the General Indemnity Cap, and after giving prior written notice to the Seller Representative, to set-off and apply any and all amounts owing by the Indemnifying Sellers under this Agreement against any shares of the Indemnity Holdback or, if applicable, the Stock Consideration Shares. Such shares of the Indemnity Holdback or Stock Consideration Shares shall be valued at the Parent Common Stock Per Share Price.

Certain Limitations. A Company Indemnified Party or Parent Indemnified Party making a claim under this Article VII is referred to as the “Indemnified Party”, and a party against which such claims are asserted and that is obligated to provide indemnification under this Article VII is referred to as the “Indemnifying Party.” The indemnification provided for in Section 7.02 and Section 7.03 shall be subject to the following limitations: (a) If The Parent Indemnified Parties sole source of payment for any Indemnitee receives claims for indemnification owed to a Parent Indemnified Party pursuant to: [*****], as then held by the Escrow Agent pursuant to the Escrow Agreement. In no event, shall any payment from an Indemnifying Party have any liability for Indemnified Sales Taxes other than with respect to amounts paid from the respective Sales Tax Indemnity Escrow Amount as specified herein. It is the intention of the parties that in the event that any Parent Indemnified Party suffers any Losses with respect to Indemnified Sales Taxes subject to Section 7.02, that (x) the Indemnifying Parties would suffer 80% of such Losses (as paid solely from the applicable Sales Tax Indemnity Escrow Amount) and (y) the Indemnified Parties would suffer 20% of such Losses (without any right to indemnity hereunder). Any Losses owed to the Parent Indemnified Parties in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”claim for indemnification under Section 7.02(e) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover shall be recoverable from the Potential Contributor Securityholders by Parent (on behalf of the Parent Indemnified Party); provided, however, in no event shall the Losses indemnified pursuant to Section 7.02(e), exceed an aggregate amount in excess of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor[*****]. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss[*****]. (c) An insurer who Each Indemnified Party shall use commercially reasonable efforts to mitigate any Loss upon becoming aware of any event or circumstance that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto orreasonably expected to, solely by virtue of the indemnification provisions hereofor does, have any subrogation rights with respect give rise thereto; provided, it being expressly understood and agreed however, that no insurer or Person will be required to use such commercially reasonable efforts if the cost to mitigate such Loss would be detrimental in any other third party material respect to such Person compared to the benefits that could reasonably be expected to occur as a result of such mitigation efforts, and any costs incurred to mitigate any such Loss shall be entitled indemnifiable Losses hereunder, in each case, without regard to a “wind-fall” (i.e. a benefit they would not be entitled any to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofany potential claims or recovery hereunder. (d) Notwithstanding anything to the contrarycontrary herein, (i) the amount of any indemnification or contribution obligations under this Separation Agreement Sections 7.02(a)-(e) and Section 7.02(g) shall not be adjusted to take into account terminate on the Tax treatment date that is the one-year anniversary of the relevant Indemnitee with respect to Closing Date (the “Survival Expiration Date”) and (ii) the indemnification or contribution payment or obligations under Section 7.02(f) shall terminate on the indemnified itemdate that is 18 months after of the Closing Date, except, (i) in each of the foregoing clauses (i) and (ii) for pending claims for indemnification under this Article VII brought prior to such expiration (which shall terminate upon final resolution of each such pending claim, if any).

Certain Limitations. (a) If The amount of any indemnifiable losses or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee receives any payment from an third parties (including, without limitation, amounts actually recovered under insurance policies) with respect to such indemnifiable losses or other liability. Any Indemnifying Party in respect hereunder shall be subrogated to the rights of any Indemnifiable Losses and the Indemnitee could have recovered all or a part upon payment in full of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions provision hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or . If any other Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnitee shall be entitled promptly remit to a “wind-fall” the Indemnifying Party the excess (i.e. a benefit they would not be entitled to receive in if any) of (A) the absence sum of the indemnification provisionsamount theretofore paid by such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) by virtue the full amount of the indemnification provisions hereofsuch indemnifiable loss or other liability. (db) Notwithstanding anything The amount of any loss or other liability for which indemnification is provided under this Agreement shall be (i) increased to take account of any net tax cost incurred by the Indemnitee arising from the receipt or accrual of an indemnification payment hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit realized by the Indemnitee arising from incurring or paying such loss or other liability. In computing the amount of any such tax cost or tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified loss. Any indemnification payment hereunder shall initially be made without regard to this Section 5.03(b) and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have "actually realized" a net tax cost or a net tax benefit to the contraryextent that, and at such time as, the amount of taxes payable by such Indemnitee is increased above or reduced below, as the case may be, the amount of taxes that such Indemnitee would be required to pay but for the receipt or accrual of the indemnification payment or the incurrence or payment of such loss, as the case may be. The amount of any indemnification increase or contribution obligations under this Separation Agreement reduction hereunder shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee reflect any Final Determination with respect to the Indemnitee's liability for taxes, and payments between such indemnified parties to reflect such adjustment shall be made if necessary. (c) Any indemnification or contribution payment or made under this Agreement shall be characterized for tax purposes as if such payment were made immediately prior to the indemnified itemContribution Date.

Certain Limitations. The indemnification provided for in Section 7.02 shall be subject to the following limitations: (a) If any Indemnitee receives any payment from an Indemnifying Party Seller shall not be liable to Buyer for indemnification until the aggregate amount of all Losses in respect of indemnification exceeds $100,000 (the “Deductible”), in which event Seller shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any Indemnifiable claim as to which Buyer may be entitled to indemnification Seller shall not be liable for any individual or series of related Losses and which do not exceed $5,000 (which Losses shall not be counted toward the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential ContributorDeductible). (b) If notwithstanding Section 5.04 an Indemnitee receives an The aggregate amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party Losses for which Seller shall be liable pursuant to this Article V, the Indemnitee Section 7.02 shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Lossnot exceed $1,000,000. (c) An insurer who would otherwise be obligated With respect to pay any claim shall not be relieved of the responsibility with respect thereto orliability to Buyer for Losses for which all Sellers are liable to Buyer, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party each Seller shall be entitled liable to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence Buyer only for his, her or its Pro Rata Share of the indemnification provisions) by virtue of the indemnification provisions hereofsuch Losses. (d) Notwithstanding anything Payments by Seller in respect of any Loss shall be limited to the contrary, 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 Buyer (or the Company) in respect of any such claim. Buyer 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 or contribution obligations under this Separation Agreement Agreement. (e) Payments by Seller 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 Buyer. (f) In no event shall any Seller be liable to Buyer 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. (g) Buyer shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) Seller shall not be adjusted to take into account the Tax treatment liable under this Article VII for any Losses based upon or arising out of any inaccuracy in or breach of any of the relevant Indemnitee with respect representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the indemnification or contribution payment or the indemnified itemClosing.

Certain Limitations. (a) If Except in the case of Fraud and indemnification claims related to any Indemnitee receives breach of or inaccuracy in the Fundamental Representations or the Tax Representations, the Parent Indemnified Parties, as a group, may not recover any payment Losses pursuant to an indemnification claim under Section 8.2(a)(i) unless and until the Parent Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least $1,425,000 in Losses in the aggregate (the “Deductible”), at which time the Parent Indemnified Parties shall be entitled to recover solely such amounts in excess of the Deductible. Additionally, the Parent Indemnified Parties may recover any Losses from the Other Indemnity Escrow Fund or the Contingent Holdback Cash and Shares (if any), in each case, pursuant to an Indemnifying Party indemnification claim under Section 8.2(a)(x)) or as set forth in Section 2.11(g). (b) Subject to the limitations set forth in this Section 8.3, the Parent Indemnified Parties shall be entitled to bring indemnification claims directly against the Company Indemnitors (in accordance with each Company Indemnitor’s Pro Rata Share); provided that any Losses with respect of any Indemnifiable to such claims shall be recovered (i) first, to the extent that the retention under the R&W Insurance Policy has been satisfied and such Losses may be recovered under the R&W Insurance Policy, the R&W Insurance Policy, (ii) second, from the Other Indemnity Cash and the Indemnitee could Contingent Holdback Cash and Shares (but, in each case, only to the extent such claim for indemnification claim is pursuant to Section 8.2(a)(x)) or the Indemnity Escrow Shares and Indemnity Escrow Cash, in each case to the extent then available (iii) third, solely to the extent that such Losses have recovered all been determined to be owing by the Company Indemnitors in accordance with Section 8.4 or a part of such Indemnifiable Loss from a third party the Stockholder Representative has otherwise consented thereto, by setting-off or deducting against any Contingent Consideration otherwise then-payable to the Company Indemnitors and (a “Potential Contributor”iv) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shallfourth, to the extent permitted by applicable Lawunder, assign such and subject to the limitations of its rights to proceed this Section 8.3, against the Potential Contributor as are necessary Company Indemnitors directly; provided, further, that, except in the case of Fraud, in no event shall the liability of the Company Indemnitors for indemnification claims under (w) Section 8.2(a)(i) (except in the case of indemnification claims related to permit such Indemnifying Party to recover from any breach of or inaccuracy in the Potential Contributor Fundamental Representations or the Tax Representations) exceed $1,425,000 in the aggregate, (x) Section 8.2(a)(viii) exceed $3,000,000 in the aggregate, (y) Section 8.2(a)(ix) exceed $1,500,000 in the aggregate and (z) Section 8.2(a)(x) exceed the Other Indemnity Cap; provided, further, that in no event shall the aggregate liability of any Company Indemnitor for all indemnification claims under this Agreement exceed the amount of Total Merger Consideration received by such payment or Company Indemnitor (including, for the Indemnifying Party shall otherwise be subrogated to avoidance of doubt, the Indemnity Escrow Shares, Indemnity Escrow Cash and Other Indemnity Escrow Cash), unless such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party indemnity claim is being made in respect of an Indemnifiable Loss that is Fraud committed by such Company Indemnitor (in which event there shall be no limitation on the subject of indemnification hereunder after all or a portion liability of such Indemnifiable Loss has been paid Company Indemnitor hereunder or under applicable Law). In no event shall any Company Indemnitor have any liability for any Fraud committed by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Lossany other unaffiliated Company Indemnitor. (c) An insurer who would otherwise The amount of any Losses that are subject to indemnification under this Article VIII shall be obligated to pay any claim shall not be relieved calculated net of the responsibility amount of any insurance proceeds, indemnification payments or reimbursements actually received by the Parent Indemnified Parties from third parties (other than the Company Indemnitors or Parent (in respect of the Indemnity Escrow Shares and Indemnity Escrow Cash)) in respect of such Losses (net of any costs or expenses incurred in obtaining such insurance, indemnification or reimbursement, including any increases in insurance premiums or retro-premium adjustments resulting from such recovery, except with respect thereto orto the R&W Insurance Policy), solely by virtue of the indemnification provisions hereofprovided, have any subrogation rights that, other than with respect theretoto the R&W Insurance Policy and the Tail Policies, it being expressly understood and agreed that no insurer or any other third party nothing in this Section 8.3(c) shall be entitled construed as or give rise to a “wind-fall” (i.e. a benefit they would not be entitled an obligation to receive in seek any such insurance, indemnification or reimbursement. The Parent Indemnified Parties shall first attempt to recover under the absence of Tail Policies, as applicable, to the indemnification provisions) by virtue of the indemnification provisions hereofextent any Losses are covered under such Tail Policies. (d) For purposes of this Article VIII, each share of Parent Common Stock (including Indemnity Escrow Shares) shall be deemed to have a value equal to the Parent Stock Price. (e) For the avoidance of doubt, any Losses for 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. (f) Parent and Merger Sub acknowledge and agree that their sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise resulting from or arising out of this Agreement will be pursuant to the indemnification provisions set forth in this Article VIII; provided, that the foregoing clause of this sentence shall not be deemed a waiver by any party of (i) any right to specific performance, equitable or injunctive relief, (ii) any right or remedy under any Related Agreement to which it is a party or (iii) any right or remedy with respect to a Company Indemnitor’s own Fraud, and all claims related thereto shall survive until thirty (30) days following the expiration of the applicable statute of limitations. Subject to the other limitations contained herein, the obligations of the Company Indemnitors under this Article VIII shall not be reduced, offset, eliminated or subject to contribution by reason of any action or inaction by the Company that contributed to any inaccuracy or breach giving rise to such obligation, it being understood that the Company Indemnitors, not the Company, shall have the sole obligation for the indemnification obligations under this Article VIII. (g) Notwithstanding anything to the contrary, the amount of any indemnification period during which claims may be made for Losses pursuant to Section 8.2(a)(viii) and Section 8.2(a)(ix) shall commence on the Closing and terminate at 11:59 p.m. (Seattle time) on the date that is fifteen (15) months following the Closing Date; provided, if a claim or contribution obligations notice is timely given under this Separation Agreement Section 8.3(g), then such claim shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itempreserved until such claim is finally resolved.

Certain Limitations. The indemnification provided in Section 7.2 is subject to the following limitations: (a) If No Indemnified Party may recover any Indemnitee receives any payment from an Indemnifying Losses with respect to a Company Breach Claim until the cost of all Losses incurred by the Indemnified Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim same or demand asserted against such Indemnifying Partya substantially similar set of facts giving rise to a Company Breach Claim exceeds $50,000 (“Excluded Company Claims”). Additionally, such Indemnitee shall, no Indemnified Party may recover any Losses under this Article VII relating to a Company Breach Claim unless and until the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the aggregate amount of all such payment or Losses (without regard to any Excluded Company Claims) exceeds the Indemnifying Party shall otherwise be subrogated Threshold Amount and then only with respect to such Indemnitee’s rights against amounts in excess of the Potential ContributorThreshold Amount. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from The maximum liability of the Company for a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all Company Breach Claim, unless it also constitutes a Certification Claim, a Company Fraud Claim, a Member Breach Claim, a Member Fraud Claim, a Transaction Expense Claim or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article VCompensation Claim, the Indemnitee shall promptly remit be limited to the Indemnifying Party Escrowed Consideration remaining in the excess (if any) of (i) Escrow Fund and the amount paid by Escrow Fund shall be the Indemnifying Party in sole and exclusive source for the Indemnified Parties to collect any Losses with respect of such Liabilityto any Company Breach Claim, plus the amount received from the Third Party in respect thereofunless it also constitutes a Certification Claim, less (ii) the full amount of the Indemnifiable Lossa Company Fraud Claim, a Member Breach Claim, a Member Fraud Claim, a Transaction Expense Claim or a Compensation Claim. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved The maximum liability of the responsibility Company for a Certification Claim or Company Fraud Claim shall be limited to the Merger Consideration. Any amount to be paid to the Indemnified Parties for indemnification with respect thereto orto any Certification Claim or Company Fraud Claim, solely shall, at the sole discretion of Parent, be satisfied by virtue offsetting such amount against the Escrowed Consideration in the Escrow Fund and, thereafter if this amount is insufficient to permit recovery in full with respect to such claims, by seeking redress directly from the Company Members severally (and not jointly) based on their respective Pro Rata Shares of the indemnification provisions hereofMerger Consideration received by the Company Members, have with recovery from any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled Company Member capped at an amount equal to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence 100% of the indemnification provisions) by virtue portion of the indemnification provisions hereofMerger Consideration actually received by such Company Member. (d) Notwithstanding anything No Indemnified Party shall have any indemnification rights with respect to a Company Breach Claim, a Certification Claim, a Company Fraud Claim, a Transaction Expense Claim or a Compensation Claim, and no Indemnifying Party shall have any obligation to provide indemnity hereunder with respect to such claims, unless such Claim (i) is brought in accordance with Section 7.4 on or before the date that is one (1) year following the Closing Date, or (ii) also constitutes a Member Breach Claim or a Member Fraud Claim. (e) Any amount to be paid to the contraryIndemnified Parties for indemnification with respect to any Member Breach Claim or Member Fraud Claim, shall be payable solely and exclusively by the Company Member that committed the act or breach giving rise to such claim, (such holder, a “Breaching Holder”). The maximum liability of any Breaching Holder for a Member Breach Claim or Member Fraud Claim shall not exceed the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment portion of the relevant Indemnitee Merger Consideration paid to such Breaching Holder. With respect to indemnification for Member Breach Claims or Member Fraud Claims, Parent shall first seek to satisfy such a claim by offsetting such amount against the Breaching Holder’s remaining pro rata portion of the Escrowed Consideration in the Escrow Fund, if any, and thereafter if this amount is insufficient to permit recovery in full with respect to such claims, by seeking redress directly from the indemnification Breaching Holder. In no event shall any Person other than the Breaching Holder be liable in any respect for any Member Breach Claims or contribution payment or the indemnified itemMember Fraud Claims.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect The amount of any Indemnifiable Losses Damages for which indemnification is provided under this Agreement shall be net of any Tax benefits realized by an Indemnitee in connection with such Damages and amounts actually recovered by the Indemnitee could have Indemnitees from third parties (including amounts actually recovered all or a part under insurance policies) with respect to such Damages. Any netting of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on insurance proceeds may be satisfied by the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, Indemnitees assigning any potential insurance claims to the extent permitted Indemnifying Parties and, in any event, the potential availability of insurance proceeds shall not permit delay by applicable Law, assign such the Stockholder Agents’ in the performance of its duties under this Article X. Any Indemnifying Parties hereunder shall be subrogated to the rights to proceed of the Indemnitees as against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor any relevant insurer upon payment in full of the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against relevant indemnifiable loss. In the Potential Contributor. (b) If notwithstanding Section 5.04 an event the Warranty Insurance is not bound at the Closing, if any Indemnitee receives recovers an amount from a third party in respect of an Indemnifiable Loss that indemnifiable loss for which indemnification is provided in this Agreement after the subject of indemnification hereunder after all or a portion full amount of such Indemnifiable Loss indemnifiable loss has been paid by an Indemnifying Party pursuant to this Article Vfrom the Escrow Fund or after a partial payment of such indemnifiable loss has been made from the Escrow Fund and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnitee shall promptly remit to the Indemnifying Party Parties (in proportion to their respective Pro Rata Shares) the excess (if any) of (i) the sum of the amount theretofore paid by from the Indemnifying Party Escrow Fund in respect of such Liability, indemnifiable loss plus the amount received from the Third Party third party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations such Damages. Any Damages recoverable under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee Article X (including with respect to Net Working Capital) shall be determined without duplication of recovery by reason of the indemnification state of facts giving rise to such Damages constituting a breach of more than one representation, warranty, covenant or contribution payment or the indemnified itemagreement.

Certain Limitations. The indemnification provided for in Section 8.2 and Section 8.3 shall be subject to the following additional limitations: (a) If Notwithstanding anything to the contrary herein, any claims for indemnification by a Buyer Indemnitee receives with respect to Fundamental Representations will be recovered by any payment or a combination of the following: (i) by recovering such Damages directly from the Equityholder or any Beneficial Owner, or (2) by offset against any amounts payable by Buyer or any of its Affiliates to the Equityholder or any Beneficial Owner under this Agreement and any Transaction Document. Without limiting the generality of the foregoing, Buyer shall have the right to set-off any amount which it or any Buyer Indemnified Party is entitled to receive pursuant to this Article 8 against amounts otherwise payable by the Buyer or any Affiliate to the Company, Equityholder or any Beneficial Owner pursuant to this Agreement, the CFC Purchase Agreement, any document delivered in connection herewith or therewith or any other agreement, arrangement or understanding. Neither the exercise or failure to exercise such right of set-off or to give notice of a claim will constitute an Indemnifying election of remedies or limit any Buyer Indemnified Party in respect any manner in the enforcement of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, other remedies that may be available to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorit. (b) If notwithstanding Section 5.04 For all purposes of this Article 8, “Damages” shall be net of any amounts paid or payable to an Indemnitee receives an amount from a third party Indemnified Person under any insurance policy or Contract in respect of an Indemnifiable Loss that is connection with the subject facts giving rise to the right of indemnification hereunder after all hereunder; provided, however, that the amount deemed to be paid under such insurance policies shall be net of the deductible for such policies and net of any costs incurred to recover such amounts. In calculating any Damage, there shall be deducted any Tax benefit, credit or refund to which the applicable Indemnified Person actually realizes or receives as a portion result of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable LossDamage. (c) An insurer who If the amount to be netted hereunder from any indemnification payment required hereunder is determined after payment by an Indemnifying Person to an Indemnified Person of any amount otherwise required to be paid as indemnification pursuant hereto, the Indemnified Person shall repay, promptly after such determination, any amount that the Indemnifying Person would otherwise be obligated not have had to pay any claim shall not be relieved pursuant hereto had such determination been made at the time of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofsuch payment. (d) Notwithstanding anything Each Indemnified Person shall use its reasonable commercial efforts to mitigate any indemnifiable Damage. (e) Upon making any payment to an Indemnified Person for any indemnification claim pursuant to this Article 8, the Indemnifying Person shall be subrogated, to the contraryextent of such payment, to any rights which the amount of Indemnified Person may have against any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee third parties with respect to the subject matter underlying such indemnification or contribution payment or claim and the indemnified itemIndemnified Person shall assign any such rights to the Indemnifying Person.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses The indemnification obligations under Sections 8.1(a) and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”8.2(a) based above shall terminate on the underlying claim or demand asserted against second anniversary of the Closing, except that they shall continue thereafter with respect to any claims for indemnification made in writing under said Sections prior to such Indemnifying Partysecond anniversary. The remaining indemnification obligations under Sections 8.1 and 8.2 above shall terminate upon the running of the applicable statutes of limitations, such Indemnitee shall, except that they shall continue thereafter with respect to any claims for indemnification made in writing prior to the extent permitted by running of the applicable Law, assign such statutes of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorlimitations. (b) If notwithstanding Section 5.04 an Indemnitee any party to this Agreement becomes aware of or receives an amount from a notice of any third party claim or the commencement of any third party action or proceeding with respect to which another party (the "Indemnitor") is obligated ---------- to provide indemnification under this Article VIII, the party entitled to indemnification (the "Indemnitee") shall promptly give the Indemnitor notice ---------- thereof. The failure to give such notice promptly shall not be a condition precedent to any liability of the Indemnitor under the provisions for indemnification contained in this Agreement, unless (and only to the extent that) failure to give such notice promptly materially prejudices the rights of the Indemnitor with respect to such claims, actions, or proceedings. The Indemnitor may compromise or defend, at the Indemnitor's own expense, and by the Indemnitor's own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, -------- ------- that no compromise or settlement thereof may be effected by the Indemnitor without the Indemnitee's consent (which shall in any event not be unreasonably withheld or delayed); and further provided that an Indemnifiable Loss Indemnitor may not undertake ------- -------- the defense of any such third party claim unless (i) the claim is solely for monetary damages, and (ii) the Indemnitor confirms in writing to the Indemnitee (and to such third party), prior to undertaking such defense or prior to making such compromise or settlement, that the matter concerning indemnification is indemnifiable by the subject of indemnification hereunder after all Indemnitor. If the Indemnitor elects not to compromise or a portion defend such matter or if the Indemnitor may not undertake the defense of such Indemnifiable Loss has been paid third party claim, then the Indemnitee, at the Indemnitor's expense and by an Indemnifying Party pursuant the Indemnitee's own counsel, may defend such matter, but regardless of whether or not the Indemnitor elects to this Article Vassume the defense of any such matter the Indemnitee may not compromise the defense thereof without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. In any event, the Indemnitee, the Indemnitor and the Indemnitor's counsel (and, if applicable, the Indemnitee's counsel) shall cooperate in the compromise of, or the defense against, any such asserted liability. If the Indemnitor chooses to defend any claim, the Indemnitee shall promptly remit make available to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of Indemnitor any books, records, or other documents within its control that are reasonably necessary or appropriate for such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Lossdefense. The foregoing indemnity procedures shall not be read as a limitation on either party's right to seek indemnification under this Article VIII for matters other than third party initiated claims or demands. (c) An insurer who would otherwise be obligated No Buyer Indemnitee pursuant to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party Section 8.1 above shall be entitled to any recovery for any Buyer Losses suffered by such Buyer Indemnitee as a “wind-fall” (i.e. result of a benefit they would not breach of a representation and warranty hereunder by Sellers, unless and until the aggregate amount of all Buyer Losses suffered by all Buyer Indemnitees as a result of all breaches of representations and warranties hereunder exceeds a cumulative aggregate total of $50,000, in which event the Buyer Losses may be entitled to receive in the absence claimed from first dollar. The aggregate total liability of Sellers under this Article VIII, insofar as such liability is based upon a breach of the representations and warranties contained in Section 4.12 (Inventories), shall not exceed fifty thousand dollars ($50,000), and Buyer shall have no claim for indemnification provisions) by virtue with respect to any breach of the representations and warranties contained in said Section 4.12 to the extent that the matter upon which such claim is based was reflected in an adjustment to the Inventory Value pursuant to Section 3.1(c) above. Absent a showing of fraud by a party, and assuming the Closing has occurred, the indemnification provisions hereofobligation of a party under this Article VIII shall be the sole remedy of any other party against such party for monetary damages for breach of any representation or warranty or covenant contained in this Agreement. Nothing herein shall limit a party's right to seek injunctive or other equitable relief in connection with the enforcement of this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, the amount neither Sellers nor Buyer shall be entitled to seek, claim, or collect punitive damages. Accordingly, Sellers and Buyer hereby expressly waive any right to seek, claim, or collect any punitive damages in connection with, or related to, a breach or violation of this or any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take other agreement entered into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.between Sellers and Buyer. *

Certain Limitations. (ai) If Seller shall not be required to indemnify the Purchaser Indemnitees with respect to Losses set forth in any Indemnitee receives any payment from an Indemnifying Party in respect claim for indemnification pursuant to Section 9(a)(i)(a) (other than for claims relating to the alleged breach of any Indemnifiable Losses and the Indemnitee could have recovered all representation or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”warranty relating to Taxes) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted that the aggregate liability of Seller to Purchaser Indemnitees under Section 9(a)(i)(a) exceeds five percent (5%) of the Purchase Price actually paid under this Agreement (the “Cap”); provided that such Cap shall not apply to the extent the foregoing arises as a direct result of the gross negligence, bad faith or willful misconduct of any Seller Party or any breach by applicable Law, assign such Seller of any of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorobligations under this Agreement. (bii) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party Purchaser shall not be required to indemnify the Seller Indemnitees with respect to any Losses set forth in respect of an Indemnifiable Loss that is the subject of any claim for indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit Section 9(b)(i)(a) to the Indemnifying Party extent that the excess (if anyaggregate liability of Purchaser to the Seller Indemnitees under Section 9(b)(i)(a) of (i) exceeds the amount paid by Cap; provided that such Cap shall not apply to the Indemnifying Party in respect of such Liability, plus extent the amount received from the Third Party in respect thereof, less (ii) the full amount foregoing arises as a direct result of the Indemnifiable Lossgross negligence, bad faith or willful misconduct of any Purchaser Party or any breach by Purchaser of any of its obligations under this Agreement. (ciii) An insurer who would otherwise be obligated The rights to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party provided for in this Section 9 shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence sole and exclusive remedy of Purchaser or Seller, as the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrarycase may be, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to a Transferred Interest after the indemnification Applicable Closing with respect to such Transferred Interest for any breaches of or contribution payment inaccuracy of any applicable representation, warranty, covenant or the indemnified itemagreement of Seller or Purchaser, respectively, herein.

Certain Limitations. (a) If Other than in the case of (i) fraud or willful breach or (ii) any Indemnitee receives inaccuracy of any of the Fundamental Representations and Warranties, the Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 8.2(a) or Section 8.3(a), unless and until the aggregate amount of the indemnification obligations exceeds One Hundred Thousand Dollars ($100,000) (the “Basket”), in which event the Indemnifying Party shall then be required to pay or be liable for all Losses in excess of $100,000. Any adjustments to the Purchase Price made pursuant to Section 2.5(b) or Section 2.5(c) shall not be subject to or count towards the Basket. (b) Other than in the case of (i) fraud or willful breach or (ii) any inaccuracy of any Fundamental Representations and Warranties, the Seller shall not be obligated to indemnify the Buyer Indemnified Parties under Section 8.2(a) in an aggregate amount in excess of two-thirds of the Escrow Payment. (c) Other than in the case of fraud or willful breach, the Seller shall not be obligated to indemnify the Buyer Indemnified Parties under Section 8.2(a), solely with respect to the Fundamental Representations and Warranties, or under Section 8.2(b)–(g), inclusive, in an aggregate amount in excess of the Escrow Payment. (d) Other than in the case of fraud or willful breach, the Buyer shall not be obligated to indemnify the Seller Indemnified Parties or the Seller be obligated to indemnify the Seller Indemnified Parties in an aggregate amount in excess of the Escrow Payment. (e) Payments with respect to any Loss shall be limited to the amount of any Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment from an Indemnifying actually received by the Indemnified Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of claim. The Indemnified Party shall use its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party commercially reasonable efforts to recover from the Potential Contributor the amount of such payment under insurance policies or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorindemnity, contribution or other similar agreements for any Losses. (bf) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect For the sole purpose of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, determining the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee damages with respect to any breach of any representation, warranty or covenant by the Seller for purposes of indemnification under this Article 8 (and not for determining whether or contribution payment not any breaches of representations, warranties or the indemnified itemcovenants have occurred), any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Material Adverse Effect,” “materiality” or words of similar effect, shall be disregarded.

Certain Limitations. (a) If The amount of any Indemnitee receives Covered Liabilities for which indemnification is provided under this Agreement shall be net of any payment amounts actually recovered by the indemnified party from an Indemnifying Party third parties (including amounts actually recovered under insurance policies) in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third same matter for which indemnification is provided. Any indemnifying party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, hereunder shall be subrogated to the extent permitted by applicable Law, assign such rights of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor indemnified party upon payment in full of the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions provision hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or . If any other indemnified party recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall be entitled promptly remit to a “wind-fall” the indemnifying party the excess of (i.e. a benefit they would not be entitled to receive in A) the absence sum of the indemnification provisionsamount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) by virtue the full amount of the indemnification provisions hereofsuch Covered Liabilities. (db) Notwithstanding anything to the contrary, the The amount of any liability for which indemnification or contribution obligations is provided under this Separation Agreement shall be treated by Buyer and Seller as an adjustment to the Base Purchase Price, and Seller and Buyer agree not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemany position inconsistent therewith for any purpose except as otherwise required by Law.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect The amount of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted Damages payable under ‎Section 7.02 by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated net of any (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies, or from any other Person alleged to be responsible therefor and (ii) Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such Indemnitee’s rights against Damages. If the Potential ContributorIndemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, but net of any expenses incurred by such Indemnified Party in collecting such amount. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a The Indemnifying Party shall not be liable under ‎Section 7.02 for any (i) indirect, consequential, punitive or other speculative forms of Damages, (ii) Damages for lost profits or (iii) Damages that would not exist if not for, or to the extent aggravated by, any act or wrongful omission by the Indemnified Party, except, in the cases of clauses ‎(i) or ‎(ii), to the extent any Indemnified Party is liable for such Damages to any third party based on any final judgment of a court of competent jurisdiction. (c) The Indemnifying Party shall have no obligation to indemnify the Indemnified Party for any Damages arising out of a Warranty Breach to the extent that the recovery of Damages would constitute a duplicative payment of amounts otherwise recovered for Damages arising out of any claim made in respect of an Indemnifiable Loss that is Assumed Liability or Excluded Liability, as the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an case may be; and the Indemnifying Party pursuant shall have no obligation to indemnify the Indemnified Party for any Damages arising out of any such claim arising out of an Assumed Liability or Excluded Liability, as the case may be, to the extent that the recovery of Damages would constitute a duplicative payment of amounts otherwise recovered for Damages arising out of a Warranty Breach. (d) Each Indemnified Party shall use commercially reasonable efforts to mitigate any Damage for which such Indemnified Party may seek indemnification under this Article VAgreement. If such Indemnified Party mitigates its Damages after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnitee Indemnified Party shall promptly remit notify the Indemnifying Party and pay to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount extent of the Indemnifiable Lossvalue of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation (which, for the avoidance of doubt, shall not exceed the value of the benefit to the Indemnified Party)) within ten (10) Business Days after the benefit is received. (ce) An insurer who would otherwise be obligated Each Indemnified Party shall use commercially reasonable efforts to pay collect any claim shall not be relieved of the responsibility with respect thereto oramounts available under insurance coverage, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or from any other third party shall Person alleged to be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofresponsible, for any Damages payable under ‎Section 7.02. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. The party making a claim under this 36ARTICLE VIII is referred to as the "Indemnified Party", and the party against whom such claims are asserted under this Article VIII is referred to as the "Indemnifying Party". The indemnification provided for in Section VIII.02 and Section VIII.03 shall be subject to the following limitations: The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under (a) If any Indemnitee receives any payment from an Indemnifying Party or (a), as the case may be, until the aggregate amount of all Losses in respect of any Indemnifiable Losses and indemnification under Section 8.02(a) or Section 8.03(a) exceeds [$[NUMBER]/[PERCENTAGE]% of the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party Purchase Price] (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party"Deductible"), such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or in which event the Indemnifying Party shall otherwise only be subrogated required to such Indemnitee’s rights against pay or be liable for Losses in excess of the Potential Contributor. Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 8.02(a) or Section 8.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $[NUMBER] (bwhich Losses shall not be counted toward the Deductible). The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to (a) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect or (a), as the case may be, shall not exceed [$[NUMBER]/[PERCENTAGE]% of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid Purchase Price]. Payments by an Indemnifying Party pursuant to this Article V, the Indemnitee Section VIII.02 or Section VIII.03 in respect of any Loss shall promptly remit be limited to the Indemnifying Party the excess (if any) amount of (i) the amount paid 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 Indemnifying Indemnified Party in respect of any such Liabilityclaim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, plus the amount received from the Third contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. Payments by an Indemnifying Party pursuant to Section VIII.02 or Section VIII.03 in respect thereofof 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. In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, less (ii) incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the full amount breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. 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 Indemnifiable minimum extent necessary to remedy the breach that gives rise to such Loss. (c) An insurer who would otherwise be obligated to pay any claim . Seller shall not be relieved liable under this 36ARTICLE VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the responsibility with respect thereto or, solely by virtue representations or warranties of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything breach prior to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemClosing.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.04 shall be subject to the following limitations: (a) If The Indemnified Party shall take reasonable steps to mitigate any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted required by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an The maximum aggregate amount from a third party in of all Losses for which the Equityholders shall be liable herein shall not exceed the Total Indemnification Cap. (c) Other than with respect of an Indemnifiable Loss that is to Losses due to Parent’s failure to pay the subject of indemnification hereunder after all Parent Merger Shares, Earnout Consideration, or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article VRefunded Liability Amounts as required hereunder, the Indemnitee maximum aggregate amount of all Losses for which Parent, Merger Sub, and/or the Surviving Corporation shall promptly remit to be collectively liable in the Indemnifying Party aggregate shall not exceed the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereofTotal Consideration, less (ii) the full aggregate amount of all Assumed Liabilities, Earnout Consideration, and Refunded Liability Amounts and any indemnification payments or other Losses, in each case paid by Parent, Merger Sub and the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved Surviving Corporation as of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofapplicable date. (d) Notwithstanding anything Other than with respect to Losses due to Parent’s failure to pay the Parent Merger Shares, Earnout Consideration, or Refunded Liability Amounts as required hereunder, no Equityholder Indemnitee shall be entitled to recover indemnifiable Losses unless and until the total amount of all Losses that have been suffered or incurred by one or more of the Equityholder Indemnitees exceeds O▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars ($100,000), after which time, subject to the contraryterms and conditions of this ARTICLE IX, Equityholder Indemnitees shall be entitled to recover for all indemnifiable Losses pursuant to Section 9.04(a) in excess thereof. No Parent Indemnitee shall be entitled to recover indemnifiable Losses unless and until the total amount of all Losses that have been suffered or incurred by one or more of the Parent Indemnitees exceeds O▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars ($100,000), after which time, subject to the terms and conditions of this ARTICLE IX, Parent Indemnitees shall be entitled to recover for all indemnifiable Losses pursuant to Section 9.02(a) in excess thereof. (e) Subject to Section 9.05(d), all Losses for indemnification claims under Section 9.02 shall be satisfied solely by set-off against the payment of any Earnout Consideration, if applicable, and only to the extent such Earnout Consideration has not yet been paid to Equityholders. A Parent Indemnitee has no right to satisfy indemnification claims for Losses pursuant to Section 9.02 out of Earnout Consideration to the extent actually paid to an Equityholder, or to seek indemnification for Losses that exceeds the amount of Earnout Consideration not yet paid to the Equityholders. (f) None of the limitations set forth herein shall apply to any claim determined by a court of competent jurisdiction or arbitrator to constitute fraud, intentional misrepresentation or willful misconduct. If a court of competent jurisdiction or arbitrator determines that any Equityholder has engaged in fraud, intentional misrepresentation or willful misconduct in connection with this Agreement or any of the Transaction Documents (“Culpable Equityholder”), then none of the limitations set forth in this Section 9 shall apply to any Culpable Equityholder. A Parent Indemnitee has no right to satisfy indemnification claims for Losses pursuant to this Section 9.02(f) against any Equityholder other than a Culpable Equityholder, or contribution obligations under this Separation Agreement to seek indemnification for Losses that exceeds the amount of Additional Payments unpaid to such non-culpable Equityholder. (g) The Equityholders shall not be adjusted obligated to take into account the Tax treatment of the relevant indemnify any Parent Indemnitee with respect to any Loss to the indemnification extent that the amount of such Loss was reflected as a current liability or contribution payment or reserve and actually subtracted in the indemnified itemcalculation of the final Payoff Liabilities.

Certain Limitations. i. The indemnification obligations set forth in this Article X shall apply only if the total Losses with respect to such matters exceed the Deductible Amount, provided, that if the aggregate damages exceed the Deductible Amount, the Claiming Party shall only be entitled to recover their Losses in excess of the Deductible Amount. Subject to the provisions of Subsection 10.04(c) below, Selling Parties’ indemnification obligations under this Agreement shall be limited to an aggregate amount equal to the Cap. ii. For the purpose of determining the amount of Losses resulting from (abut not for the purpose of determining the existence of) an inaccuracy or breach of any representation or warranty hereunder, any such inaccuracy or breach shall be determined without regard to any materiality or other similar qualification contained in or otherwise applicable to such representation or warranty. iii. Notwithstanding anything herein to the contrary, the Deductible Amount and the Cap will not apply to any breach of the Fundamental Representations, a breach of the Sellers’ obligations under Section 7.15, or for any matter involving or alleging Fraud or intentional misrepresentation. iv. Notwithstanding anything herein to the contrary, any claim for Losses payable under this Article X shall be net of any insurance proceeds actually received by such Indemnified Party with respect to such Losses (after deducting the amounts of policy deductibles, self‑insured retentions and any out of pocket costs and expenses incurred in connection with the recovery of such proceeds). If a Claiming Party obtains such recoveries (net of any Indemnitee receives any payment from an collection expense) after the Indemnifying Party in makes any indemnification payment with respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Lawsame Losses, assign then such of its rights to proceed against Claiming Party shall promptly reimburse the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor for the amount of such payment or recoveries it actually received (after deducting therefrom any costs incurred in collecting such insurance proceeds), but not in excess of the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) sum of (i) the amount aggregate of all amounts previously paid by the Indemnifying Party to or on behalf of the Claiming Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less Losses and (ii) all other amounts expended by the full amount of the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay Indemnifying Party in pursuing or defending any claim shall not be relieved arising out of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled matter(s) giving rise to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofsuch Losses. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. (a) If The amount of any indemnifiable losses or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee receives any payment from an third parties (including, without limitation, amounts actually recovered under insurance policies) with respect to such indemnifiable losses or other liability. Any Indemnifying Party in respect hereunder shall be subrogated to the rights of any Indemnifiable Losses and the Indemnitee could have recovered all or a part upon payment in full of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions provision hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or . If any other Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnitee shall be entitled promptly remit to a “wind-fall” the Indemnifying Party the excess (i.e. a benefit they would not be entitled to receive in if any) of (A) the absence sum of the indemnification provisionsamount theretofore paid by such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) by virtue the full amount of the indemnification provisions hereofsuch indemnifiable loss or other liability. (db) Notwithstanding anything The amount of any loss or other liability for which indemnification is provided under this Agreement shall be (i) increased to take account of any net tax cost incurred by the Indemnitee arising from the receipt or accrual of an indemnification payment hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit realized by the Indemnitee arising from incurring or paying such loss or other liability. In computing the amount of any such tax cost or tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified loss. Any indemnification payment hereunder shall initially be made without regard to this SECTION 6.5(b) and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have "actually realized" a net tax cost or a net tax benefit to the contraryextent that, and at such time as, the amount of taxes payable by such Indemnitee is increased above or reduced below, as the case may be, the amount of taxes that such Indemnitee would be required to pay but for the receipt or accrual of the indemnification payment or the incurrence or payment of such loss, as the case may be. The amount of any indemnification increase or contribution obligations under this Separation Agreement reduction hereunder shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee reflect any Final Determination with respect to the Indemnitee's liability for taxes, and payments between such indemnified parties to reflect such adjustment shall be made if necessary. (c) Any indemnification or contribution payment or made under this Agreement shall be characterized for tax purposes as if such payment were made immediately prior to the indemnified itemEffective Date.

Certain Limitations. Notwithstanding anything to the contrary: (a) If No Buyer Indemnitee shall be entitled to indemnification hereunder from Seller with respect to any Indemnitee receives any payment from an Indemnifying Party inaccuracy, misrepresentation or breach of a representation, warranty or covenant in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party this Agreement (a “Potential ContributorBreach”) based if, on the underlying claim or demand asserted against such Indemnifying Partydate hereof, such Indemnitee shall, to Seller establishes that (i) any of the extent permitted by applicable Law, assign such persons listed on Schedule 1.1(e) hereof had actual knowledge of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount existence of such payment or Breach and (ii) none of the Indemnifying Party persons listed on Schedule 1.1(f) had actual knowledge of such Breach; provided, that the foregoing shall otherwise be subrogated to such Indemniteenot limit Seller’s rights against the Potential Contributorobligations under Section 11.2(a)(iii). (b) If notwithstanding Section 5.04 an No Seller Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of shall be entitled to indemnification hereunder after all or from Buyer with respect to a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article VBreach if, on the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of date hereof, Buyer establishes that (i) any of the amount paid by persons listed on Schedule 1.1(f) hereof had actual knowledge of the Indemnifying Party in respect existence of such Liability, plus the amount received from the Third Party in respect thereof, less Breach and (ii) the full amount none of the Indemnifiable Losspersons listed on Schedule 1.1(e) had actual knowledge of such Breach; provided that the foregoing shall not limit Buyer’s obligations under Section 11.3(a)(iii). (c) An insurer who would otherwise Seller shall not be obligated to pay indemnify Buyer against any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive Current Liabilities included in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofClosing Date Net Working Capital. (d) Notwithstanding anything If an Indemnified Party receives insurance proceeds for a claim as a result of Losses relating to a matter for which the Indemnified Party has also been indemnified hereunder, such Indemnified Party shall promptly pay the amount of such insurance proceeds to the contraryIndemnifying Party, up to the amount previously paid by such Indemnifying Party to such Indemnified Party as indemnification hereunder in relation to such matter, or if such Indemnifying Party has not yet satisfied the indemnification claim of the Indemnified Party, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted such Indemnifying Party is obligated to take into account pay the Tax treatment of the relevant Indemnitee Indemnified Party with respect to such matter shall be reduced by the indemnification or contribution payment or the indemnified itemamount of such insurance proceeds that such Indemnified Party has received.

Certain Limitations. (ai) If Except as otherwise provided herein, an Indemnified Party may not make any Indemnitee receives claim for indemnification for Losses in excess of the Cap resulting from the breach or violation of, or inaccuracy in, any payment from representation or warranty contained in this Agreement (or contained, incorporated or referred to in any certificate delivered in connection therewith), and, further, an Indemnifying Indemnified Party in respect of may not make any Indemnifiable claim for indemnification for any breach or violation of, or inaccuracy in, any representation or warranty unless and until the aggregate Losses and paid, incurred, sustained and/or accrued (or anticipated or be paid, incurred, sustained and/or accrued) exceed two hundred fifty thousand dollars ($250,000) (the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential ContributorThreshold Amount”) based on (at which time claims may be made and indemnifiable Losses shall be determined without regard to, and without deducting or subtracting, the underlying claim Threshold Amount). For purposes of this Article 7, all materiality and Business Material Adverse Effect qualifications in the representations and warranties contained in Article 2 or demand asserted against such Indemnifying Partycontained, such Indemnitee shall, incorporated or referred to in the extent permitted by applicable Law, assign such certificate related thereto delivered pursuant to Section 6.3(c) shall be disregarded for purposes of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor calculating the amount of such payment Losses, but shall not be disregarded for purposes of determining whether a breach of any representation or warranty contained in Article 2 (or contained, incorporated or referred to in the certificate delivered pursuant to Section 6.3(c)) has occurred. Neither the Cap nor the Threshold Amount shall apply to claims for indemnification (A) by an Indemnified Party for Losses resulting from fraud or willful breach by the Indemnifying Party or any Person who is or was a director, officer, Affiliate or stockholder of the Indemnifying Party in [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. connection with this Agreement or any of the Ancillary Agreements or any certificate, agreement or instrument delivered in connection herewith or therewith, (B) by Purchaser for Losses resulting from any of the Excluded Assets or Retained Liabilities (in the case of indemnification claims by Purchaser related thereto), (C) by Seller for Losses resulting from any of the Assumed Liabilities (in the case of indemnification claims by Seller related thereto), (D) by Purchaser for any Losses for which Purchaser or any other Purchaser Indemnitee is entitled to indemnification pursuant to Sections 1.8, 5.5, 5.6 or 5.7, (D) by Purchaser for Losses resulting from any Excepted Matter or (F) by Purchaser for Losses resulting from any of the matters referred to in Schedule 7.2(b)(iv), any and all of which shall otherwise be subrogated recoverable by the applicable Indemnified Party without respect to such Indemnitee’s rights against the Potential ContributorCap or the Threshold Amount (other than Item 5 under Part II of Schedule 7.2(b)(iv), which shall be subject to the Cap but not the Threshold). (bii) If notwithstanding In the event of any conflict between the indemnification provisions of this Agreement, on the one hand, and the provisions of the Transition Services Agreement or the related statements of work attached thereto, on the other hand, the provisions of the Transition Services Agreement and the applicable statement of work shall control, but solely with respect to the indemnification for obligations expressly and exclusively established by the Transition Services Agreement and related statements of work attached thereto and not with respect to any other matter or obligation (as to each of which this Agreement shall govern, control and prevail). (iii) For Losses that are not subject to the Cap and are not for Excepted Matters as defined in Section 5.04 an Indemnitee receives an amount from a third party in respect 7.2(c)(v), the maximum respective liability of an Indemnifiable each of Seller and Purchaser under this Article 7 shall be equal to the Purchase Price. (iv) To the extent that any Loss that is the subject of a claim for indemnification hereunder under this Article 7 is compensated by insurance proceeds paid to an Indemnified Party, such Indemnified Party shall be entitled to indemnification pursuant to this Article 7 only with respect to the amount of Losses that are in excess of the cash proceeds received by such Indemnified Party pursuant to such insurance, after all or deducting therefrom the expenses incurred by such Indemnified Party in obtaining such proceeds and the amount of any increase in premiums payable by such Indemnified Party as a portion result of the claims made against such Indemnifiable Loss has been paid insurance in relation to such matter (“Net Insurance Proceeds”). If such Indemnified Party receives such cash insurance proceeds prior to the time such claim is paid, then the amount payable by an the Indemnifying Party pursuant to this Article V, the Indemnitee such claim shall promptly remit to the Indemnifying Party the excess (if any) of (i) be reduced by the amount of such Net Insurance Proceeds. If such Indemnified Party receives such cash insurance proceeds after such claim is paid, then upon receipt by such Indemnified Party of any cash proceeds pursuant to such insurance with respect to such claim, such Indemnified Party shall repay any portion of such Net Insurance Proceeds which was previously paid by the Indemnifying Party to such the Indemnified Party in respect satisfaction of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Lossclaim. (cv) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto orAbsent fraud or intentional misrepresentation, solely by virtue of and other than for Excepted Matters (as defined below), the indemnification provisions hereofcontained in this Article 7 are intended to provide the sole and exclusive remedy following the Closing as to all Losses any Indemnified Party may incur arising from or relating to breaches and violations of, have any subrogation rights and [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with respect thereto, it being expressly understood the Securities and agreed that no insurer or any other third party shall be entitled Exchange Commission pursuant to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence Rule 24b-2 of the indemnification provisions) by virtue Securities Exchange Act of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary1934, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax as amended. Confidential treatment of the relevant Indemnitee has been requested with respect to the indemnification omitted portions. inaccuracies in, the representations and warranties of the Indemnifying Party in this Agreement; provided, that nothing in this Section 7.2(c) or contribution payment elsewhere in this Agreement shall affect the parties’ rights to specific performance or other equitable remedies with respect to the indemnified itemcovenants and agreements in this Agreement, the Intellectual Property License Agreements or any of the other Ancillary Agreements or that are to be performed at or after the Closing, and nothing in this Section 7.2(c) or elsewhere in this Agreement shall be construed to limit Seller’s responsibilities, obligations or liabilities in respect of the Retained Liabilities or Excluded Assets, or Purchaser’s responsibilities, obligations and liabilities in respect of Assumed Liabilities, or either Party’s responsibilities, obligations and liabilities in respect of its respective covenants, agreements and obligations (whether in this Agreement, in the Intellectual Property License Agreements or in the Transition Services Agreement (except, in the case of the Transition Services Agreement, as set forth in Section 7.2(c)(ii))) to be performed at or after the Closing (each an “Excepted Matter” and collectively, the “Excepted Matters”).

Certain Limitations. (a) If any Indemnitee receives any payment from The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of any Indemnifiable Losses Damages for which indemnification is provided under this insurance policies) by or on behalf of the Indemnified Party from third parties (net of out-of-pocket costs and the Indemnitee could have recovered all or a part expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts), in respect of such Indemnifiable Loss from a third party Damages (a such net amounts are referred to herein as “Potential ContributorIndemnity Reduction Amounts”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying ). If any Indemnified Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party any Indemnity Reduction Amounts in respect of an Indemnifiable Loss that Indemnified Claim for which indemnification is provided under this Agreement after the subject of indemnification hereunder after all or a portion full amount of such Indemnifiable Loss Indemnified Claim has been paid by an Indemnifying Party pursuant to this Article Vor after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnified Claim, then the Indemnitee shall Indemnified Party will promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, Indemnified Claim less (ii) the full amount of the Indemnifiable Loss. (c) indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a any benefit they would not be entitled to receive in the absence of the indemnification provisions) provisions by virtue of the indemnification provisions hereof. The Seller and the Buyer will, and will use Commercially Reasonable Efforts to cause their respective representatives to, pursue promptly any claims or rights it may have against all third parties which would reduce the amount of Damages for which indemnification is provided under this Agreement. (db) Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted Seller will have no obligation to take into account indemnify the Tax treatment of the relevant Indemnitee Buyer with respect to any matter if the indemnification Damages arise from a change in the accounting or contribution payment Tax policies or practices of the indemnified itemCompany on or after the Closing Date. (c) Anything contained in this Agreement to the contrary notwithstanding, neither the Buyer nor the Seller will be entitled to any recovery under this Agreement for special, punitive, exemplary, incidental, indirect or consequential damages, lost profits or diminution in value.

Certain Limitations. Notwithstanding anything in this Agreement to the contrary: (a) If Neither Sellers nor Buyer, as Indemnifying Party, shall be liable to the other party as Claimant with respect to any Indemnitee receives any payment from indemnification hereunder except to the extent that the aggregate amount of Damages of such party as Claimant exceeds One Hundred Thousand Dollars ($100,000.00) (the “Threshold Amount”) (and then only to the extent such Damages exceed the Threshold Amount); provided that all materiality qualifications in the representations and warranties of an Indemnifying Party in with respect to which the other party as Claimant shall claim Damages shall be disregarded solely for purposes of any Indemnifiable Losses determining the occurrence of an untrue representation or breach of warranty and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment Damages to be counted towards the Threshold Amount; and provided, further, that the foregoing shall not apply to any amounts owed in connection with the Purchase Price or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorproration adjustment thereof. (b) If notwithstanding Section 5.04 Sellers shall be liable to indemnify Buyer hereunder only for Damages up to an Indemnitee receives an aggregate amount from of Five Million Dollars ($5,000,000.00); provided, however, that the foregoing limitation shall not apply but shall be replaced by a third party limitation in respect the aggregate amount of an Indemnifiable Loss all payments that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has shall have been paid made by an Indemnifying Party Buyer to Sellers pursuant to this Article VSections 2.4 and 8.1, the Indemnitee shall promptly remit with respect to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full aggregate amount of Damages for which Buyer shall be entitled to indemnity from Sellers pursuant to Section 9.2 arising out of or relating to any loss or impairment of the Indemnifiable LossFCC Licenses. (c) An insurer who would otherwise Subject to subsection (d) below, in no event shall a Claimant be entitled to indemnification from the Indemnifying Party for incidental, consequential, or punitive damages regardless of the theory of recovery. Each party hereto agrees to use reasonable efforts to mitigate any Damages which form the basis for any claim for indemnification hereunder. (d) In the event that Buyer, as Indemnifying Party, shall be obligated to pay any Damages hereunder with respect to any indemnity claim by Sellers, as Claimant, and Buyer shall not be relieved obligated to pay or shall have paid a Performance Penalty pursuant to the JSA (and as defined therein) with respect to the events giving rise to such Damages, then the amount of such Damages payable by Buyer shall be reduced by and to the extent of the responsibility amount of the Performance Penalty paid to Sellers less any separate damages payable to Sellers with respect thereto or, solely by virtue of to such events pursuant to the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party JSA. (e) Neither Buyer nor Sellers as Claimant shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled indemnity pursuant to receive in Section 9.2 or 9.3, as the absence of case may be, from the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee other party as Indemnifying Party with respect to such Indemnifying Party’s breach of any of its representations, warranties, covenants or agreements contained herein to the indemnification or contribution payment extent that the inaccuracy of any such representation, or the indemnified itembreach of any such warranty, covenant or agreement is caused by any breach by or failure of Claimant or its employees or agents in performing or complying with Claimant’s obligations, covenants and agreements set forth in the JSA.

Certain Limitations. (ai) If Except as otherwise provided herein, an Indemnified Party may not make any Indemnitee receives claim for indemnification for Losses in excess of the Cap resulting from the breach or violation of, or inaccuracy in, any payment from representation or warranty contained in this Agreement (or contained, incorporated or referred to in any certificate delivered in connection therewith), and, further, an Indemnifying Indemnified Party in respect of may not make any Indemnifiable claim for indemnification for any breach or violation of, or inaccuracy in, any representation or warranty unless and until the aggregate Losses and paid, incurred, sustained and/or accrued (or anticipated or be paid, incurred, sustained and/or accrued) exceed two hundred fifty thousand dollars ($250,000) (the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential ContributorThreshold Amount”) based on (at which time claims may be made and indemnifiable Losses shall be determined without regard to, and without deducting or subtracting, the underlying claim Threshold Amount). For purposes of this Article 7, all materiality and Business Material Adverse Effect qualifications in the representations and warranties contained in Article 2 or demand asserted against such Indemnifying Partycontained, such Indemnitee shall, incorporated or referred to in the extent permitted by applicable Law, assign such certificate related thereto delivered pursuant to Section 6.3(c) shall be disregarded for purposes of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor calculating the amount of such payment Losses, but shall not be disregarded for purposes of determining whether a breach of any representation or warranty contained in Article 2 (or contained, incorporated or referred to in the certificate delivered pursuant to Section 6.3(c)) has occurred. Neither the Cap nor the Threshold Amount shall apply to claims for indemnification (A) by an Indemnified Party for Losses resulting from fraud or willful breach by the Indemnifying Party or any Person who is or was a director, officer, Affiliate or stockholder of the Indemnifying Party in connection with this Agreement or any of the Ancillary Agreements or any certificate, agreement or instrument delivered in connection herewith or therewith, (B) by Purchaser for Losses resulting from any of the Excluded Assets or Retained Liabilities (in the case of indemnification claims by Purchaser related thereto), (C) by Seller for Losses resulting from any of the Assumed Liabilities (in the case of indemnification claims by Seller related thereto), (D) by Purchaser for any Losses for which Purchaser or any other Purchaser Indemnitee is entitled to indemnification pursuant to Sections 1.8, 5.5, 5.6 or 5.7, (D) by Purchaser for Losses resulting from any Excepted Matter or (F) by Purchaser for Losses resulting from any of the matters referred to in Schedule 7.2(b)(iv), any and all of which shall otherwise be subrogated recoverable by the applicable Indemnified Party without respect to such Indemnitee’s rights against the Potential ContributorCap or the Threshold Amount (other than Item 5 under Part II of Schedule 7.2(b)(iv), which shall be subject to the Cap but not the Threshold). (bii) If notwithstanding In the event of any conflict between the indemnification provisions of this Agreement, on the one hand, and the provisions of the Transition Services Agreement or the related statements of work attached thereto, on the other hand, the provisions of the Transition Services Agreement and the applicable statement of work shall control, but solely with respect to the indemnification for obligations expressly and exclusively established by the Transition Services Agreement and related statements of work attached thereto and not with respect to any other matter or obligation (as to each of which this Agreement shall govern, control and prevail). (iii) For Losses that are not subject to the Cap and are not for Excepted Matters as defined in Section 5.04 an Indemnitee receives an amount from a third party in respect 7.2(c)(v), the maximum respective liability of an Indemnifiable each of Seller and Purchaser under this Article 7 shall be equal to the Purchase Price. (iv) To the extent that any Loss that is the subject of a claim for indemnification hereunder under this Article 7 is compensated by insurance proceeds paid to an Indemnified Party, such Indemnified Party shall be entitled to indemnification pursuant to this Article 7 only with respect to the amount of Losses that are in excess of the cash proceeds received by such Indemnified Party pursuant to such insurance, after all or deducting therefrom the expenses incurred by such Indemnified Party in obtaining such proceeds and the amount of any increase in premiums payable by such Indemnified Party as a portion result of the claims made against such Indemnifiable Loss has been paid insurance in relation to such matter (“Net Insurance Proceeds”). If such Indemnified Party receives such cash insurance proceeds prior to the time such claim is paid, then the amount payable by an the Indemnifying Party pursuant to this Article V, the Indemnitee such claim shall promptly remit to the Indemnifying Party the excess (if any) of (i) be reduced by the amount of such Net Insurance Proceeds. If such Indemnified Party receives such cash insurance proceeds after such claim is paid, then upon receipt by such Indemnified Party of any cash proceeds pursuant to such insurance with respect to such claim, such Indemnified Party shall repay any portion of such Net Insurance Proceeds which was previously paid by the Indemnifying Party to such the Indemnified Party in respect satisfaction of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Lossclaim. (cv) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto orAbsent fraud or intentional misrepresentation, solely by virtue of and other than for Excepted Matters (as defined below), the indemnification provisions hereofcontained in this Article 7 are intended to provide the sole and exclusive remedy following the Closing as to all Losses any Indemnified Party may incur arising from or relating to breaches and violations of, have any subrogation rights with respect theretoand inaccuracies in, it being expressly understood the representations and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence warranties of the indemnification provisionsIndemnifying Party in this Agreement; provided, that nothing in this Section 7.2(c) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under elsewhere in this Separation Agreement shall not be adjusted affect the parties’ rights to take into account the Tax treatment of the relevant Indemnitee specific performance or other equitable remedies with respect to the indemnification covenants and agreements in this Agreement, the Intellectual Property License Agreements or contribution payment any of the other Ancillary Agreements or that are to be performed at or after the indemnified itemClosing, and nothing in this Section 7.2(c) or elsewhere in this Agreement shall be construed to limit Seller’s responsibilities, obligations or liabilities in respect of the Retained Liabilities or Excluded Assets, or Purchaser’s responsibilities, obligations and liabilities in respect of Assumed Liabilities, or either Party’s responsibilities, obligations and liabilities in respect of its respective covenants, agreements and obligations (whether in this Agreement, in the Intellectual Property License Agreements or in the Transition Services Agreement (except, in the case of the Transition Services Agreement, as set forth in Section 7.2(c)(ii))) to be performed at or after the Closing (each an “Excepted Matter” and collectively, the “Excepted Matters”).

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect The amount of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted Damages payable under Section 8.1 by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated net of any (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies (subject to any subrogation rights that may exist in favor of the insurer) or from any other Person alleged to be responsible therefor and (ii) Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such Indemnitee’s rights against Damages (but only to the Potential Contributorextent that the receipt of such payment does not reduce the amount of the Tax benefit arising from such incurrence). If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (b) The Indemnifying Party shall not be liable under Section 8.1 for any (i) consequential, special or punitive Damages (ii) Damages for lost profits (other than lost interest and fee income on the Mortgage Loans) or (iii) any Damages that would not exist if not for, or to the extent aggravated by, any act or wrongful omission of the Indemnified Party. (c) Each Indemnified Party shall mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of an Indemnifiable Loss that is loss, the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnified Party shall notify the Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit and pay to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount extent of the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved value of the responsibility with respect thereto or, solely by virtue benefit to the Indemnified Party of that mitigation (less the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofis received. (d) Notwithstanding anything Each Indemnified Party shall use reasonable efforts to the contrarycollect any amounts available under insurance coverage, the amount of or from any indemnification or contribution obligations other Person alleged to be responsible, for any Damages payable under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemSection 8.1.

Certain Limitations. The Person making a claim under this Article VII is referred to as the “Indemnified Party”, and the Person against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.01 and Section 7.02 shall be subject to the following limitations: (a) If any Indemnitee receives any payment from an Indemnifying Party BUYER ACKNOWLEDGES AND AGREES, ON BEHALF OF BUYER AND EACH OTHER BUYER INDEMNIFIED PARTY, THAT, EXCEPT IN THE CASE OF FRAUD, SELLER SHALL HAVE NO DIRECT OR INDIRECT LIABILITY WITH RESPECT TO ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER CONTAINED IN THIS AGREEMENT (OTHER THAN THE FUNDAMENTAL REPRESENTATIONS), AND THAT NO CLAIM FOR INDEMNIFICATION BY ANY BUYER INDEMNIFIED PARTY SHALL BE ASSERTED AGAINST SELLER WITH RESPECT THERETO, EXCEPT TO THE EXTENT SUCH CLAIM IS BASED ON FRAUD OR ANY BREACH OR INACCURACY IN ANY FUNDAMENTAL REPRESENTATION; (b) except in the case of Fraud, Seller shall not be liable in respect of any Indemnifiable indemnification obligations for aggregate Losses under this Agreement in excess of an amount equal to the Purchase Price; provided, that the foregoing shall not limit any rights or remedies of any Buyer Indemnified Party under or with respect to the R&W Insurance Policy; (c) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Losses, including to the extent such Losses are included in the calculation of Net Working Capital, Closing Indebtedness or Closing Transaction Expenses, in each case, as finally determined pursuant to Section 2.05; (d) for purposes of determining whether there has been a breach or inaccuracy of any representation or warranty and the Indemnitee could have recovered all amount of any Losses that are the subject matter of a Claim for indemnification hereunder, each representation and warranty contained in this Agreement (other than Section 3.08(a)) shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar standard or qualification contained in such representation or warranty (as if such standard or qualification were deleted from such representation and warranty); (e) in the event any Indemnified Party suffers any Losses by reason of a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Partyparty’s Fraud, such Indemnitee Indemnified Party shall be entitled to seek recovery therefor without regard to any limitation set forth in this Agreement (whether a temporal limitation, dollar limitation or otherwise); (f) each Indemnified Party shall, to the extent permitted required by applicable Law, assign such use commercially reasonable efforts to mitigate its Losses upon and after becoming aware of its rights any event or condition that would reasonably be expected to proceed against the Potential Contributor as are necessary give rise to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise any Losses that may be subrogated to such Indemnitee’s rights against the Potential Contributor.indemnifiable hereunder; and (bg) If notwithstanding Section 5.04 anything to the contrary in this Agreement or in the Organizational Documents of the Company, Seller shall not make any Claim for indemnification or advancement of expenses hereunder or under the Organizational Documents of the Company against any Buyer Indemnified Party by reason of the fact that Seller was a director, manager, partner, member, trustee, officer, employee, equity holder or agent (each, an Indemnitee receives “Entity Representative”) of the Company or was serving at the request of the Company as an amount Entity Representative of another Person (whether such Claim is for judgments, Losses, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise) to the extent the Claim for indemnification or advancement of expenses arises from a third party in Claim pursuant to which any Buyer Indemnified Party is actually entitled to indemnification from Seller; provided, that the foregoing shall not apply to remedies Seller may have under the D&O Tail Policy. Seller hereby acknowledges and agrees that he shall have no Claims or right to contribution or indemnity from any Buyer Indemnified Party with respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been to any amounts paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable LossVII. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. Notwithstanding anything to the contrary contained in this Agreement, the indemnification provided for in this Section 8 shall be subject to the following limitations: (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid Payments by an Indemnifying Party pursuant to this Article VSection 8 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 (including any proceeds received pursuant to the R&W Insurance Policy, net of any Taxes incurred on receipt of such proceeds and net of reasonable expenses incurred in the Indemnitee recovery of such proceeds) or any other recovery actually received (net of any Taxes incurred on receipt of such recovery and net of reasonable expenses incurred in the recovery) by the Indemnified Party in respect of any such claim. In any case where any Indemnified Party actually recovers under insurance policies or otherwise for any Losses for which it is seeking indemnification under this Agreement for any amount in respect of a matter for which such Indemnified Party was fully paid pursuant to this Section 8, such Indemnified Party shall promptly remit pay over to the Indemnifying Party the amount in excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Lossproceeds that the Indemnified Party would have been paid under this Section 8 if such recovery occurred prior to calculating the indemnity payment under this Section 8. (b) 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 gives rise thereto. (c) An insurer who would otherwise be obligated If any Indemnified Party is entitled to pay any claim shall not be relieved indemnification or other recovery under more than one Section or subsection of the responsibility this Agreement with respect thereto orto Losses, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party then such Indemnified Party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled only one indemnification or other recovery for such Losses to receive in the absence extent it arises out of the same set of circumstances and events; it being understood that the purpose of this Section 8.7(c) is solely to preclude a duplicate recovery by the Indemnified Parties and shall not limit any Indemnified Party’s right to elect (which election shall be at such Indemnified Party’s sole discretion) from which of such Sections or subsections to seek indemnification provisions) by virtue of the indemnification provisions hereofor other recovery. (d) The Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud, criminal activity or willful misconduct on the part of a Party hereto in connection with the transactions contemplated by this Agreement) for any breach or inaccuracy of any representation or warranty in this Agreement or any Transaction Documents shall be pursuant to the provisions set forth in this Section 8. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation or warranty set forth in this Agreement or the Transaction Documents it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the provisions set forth in this Section 8 (other than claims arising from intentional fraud, criminal activity or willful misconduct on the part of a Party hereto in connection with the transactions contemplated by this Agreement). - 51 - Nothing in this Section 8.7(d) shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any intentional fraud or any criminal or willful misconduct by any party hereto. The indemnification afforded by the provisions of this Section 8 shall be available regardless of whether any Person (including the Person from whom indemnification is sought) alleges or proves the sole, concurrent, comparative, contributory, or other negligence of any other party, including the party seeking indemnification; the sole, concurrent, or other strict liability of the party seeking indemnification; or, in the case of the Surviving Corporation (or any of its subsidiaries) as Buyer Indemnified Party, the Surviving Corporation’s (or its subsidiaries’) actual or alleged primary culpability, wrongdoing, or responsibility. Notwithstanding anything to the contrarycontrary in this Section 8.7(d), the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take Selling Shareholders acknowledge that they have entered into account the Tax treatment that certain Contribution Agreement, dated as of the relevant Indemnitee with respect date hereof, by and among the Selling Shareholders, and each Selling Shareholder agrees to be bound by the indemnification or contribution payment or the indemnified itemterms and conditions of such Contribution Agreement.

Certain Limitations. The indemnification provided for in Section 7.1(b) shall be subject to the following limitations: (ai) If Payments and setoffs by any Indemnitee receives any payment from Party pursuant to Section 7.1(b) to the applicable Indemnified Party (such paying Party, an “Indemnifying Party Party”) in respect of any Indemnifiable Loss incurred by such Indemnified Party shall be limited to the amount of any Losses that remain after deducting therefrom any insurance proceeds actually received on account of policies in effect prior to the Closing Date net of deductibles or increase in premiums. (ii) Each Indemnified Party shall take, and the Indemnitee could have recovered cause its Affiliates to take, all steps required under Delaware law to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, result in a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying PartyLoss, such Indemnitee shall, including incurring costs to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such satisfy the requirements of Delaware law. (iii) In no event shall any Indemnifying Party be liable to recover from any Indemnified Party for any punitive or exemplary damages. (iv) The Sellers shall not be obligated to indemnify any Purchaser Indemnified Party with respect to any Loss to the Potential Contributor extent that a specific accrual or reserve for the amount of such payment Loss was reflected on the Financial Statements or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributornotes thereto or is listed on Exhibit I, Schedule 2.2(b) or Schedule 4.3(g). (bv) If notwithstanding The Sellers shall not be obligated to indemnify any Purchaser Indemnified Parties with respect to any Loss to the extent that the Purchaser or Purchaser’s Parent received a benefit from the reflection of such matter in the calculation of the Adjusted Purchase Price, pursuant to Section 5.04 an Indemnitee receives an amount from a third party 2.1 of this Agreement, and in respect such case Sellers shall be liable for that portion of an Indemnifiable the Loss that is exceeds the subject of indemnification hereunder after all amount by which Purchaser or Purchaser’s Parent received a portion benefit from the reflection of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, matter in the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount calculation of the Indemnifiable LossAdjusted Purchase Price. (cvi) An insurer who would otherwise The Parties will not be obligated to pay any claim shall not be relieved amounts for indemnification for any Losses until the aggregate amount of all Losses incurred by such Party exceeds the sum of One Hundred Fifty Thousand Dollars (US $150,000.00) (the “Basket” or “Deductible”), whereupon Sellers, jointly and severally, or Purchaser and Purchaser’s Parent, jointly and severally, will pay in full such Losses in excess of the responsibility with respect thereto or, solely by virtue Basket. The indemnification obligations of the indemnification provisions hereofSellers, have any subrogation rights with respect theretoon the one hand, it being expressly understood and agreed that no insurer or any the Purchaser and Purchaser’s Parent, on the other third party shall hand, will be entitled subject to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence an aggregate cap of 15% of the indemnification provisionsPurchase Price (the “Indemnification Cap”); provided, however, (x) by virtue Sellers will be obligated to pay all Losses arising out of the indemnification provisions hereof. (d) Notwithstanding anything Special Indemnities without regard to the contraryBasket or Indemnification Cap and (y) Purchaser and Purchaser’s parent, the amount jointly and severally, will be obligated to pay all Losses arising out of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect Special Indemnities without regard to the indemnification or contribution payment Basket or the indemnified itemIndemnification Cap.

Certain Limitations. (a) If any Indemnitee receives any payment from The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Damages for which indemnification is provided under this Agreement will be reduced by any Indemnifiable Losses amounts actually received (including amounts received under insurance policies net of any increased insurance costs) by or on behalf of the Indemnified Party from third parties (net of out of pocket costs and the Indemnitee could have recovered all or a part of expenses (including reasonable legal fees and expenses) incurred by such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against Indemnified Party in connection with seeking to collect and collecting such Indemnifying Partyamounts), such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject such Damages (such net amounts are referred to herein as “Indemnity Reduction Amounts”). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of indemnification hereunder after all or a portion of such Indemnifiable Loss claim which has been paid by an Indemnifying Party pursuant to any Indemnified Party (the “Indemnified Claim”) for which indemnification is provided under this Article VAgreement after the full amount of such Indemnified Claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnified Claim, then the Indemnitee shall Indemnified Party will promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereofIndemnified Claim, less (ii) the full amount of the Indemnifiable Loss. (c) indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a any benefit they would not be entitled to receive in the absence of the indemnification provisions) provisions by virtue of the indemnification provisions hereof. Seller and Buyer shall, and shall use commercially reasonable efforts to cause their respective Representatives to, pursue promptly any claims or rights it may have against all third parties which would reduce the amount of Damages for which indemnification is provided under this Agreement. Notwithstanding the foregoing, no Indemnified Party shall be obligated to seek recovery for any Damages from any third party before seeking indemnification under this Agreement and in no event shall the Indemnifying Party’s obligation to indemnify and hold harmless the Indemnified Party pursuant to this Article XII be conditioned upon the status of the recovery of any offsetting amounts from any such third party. (db) Notwithstanding anything The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Damages for which indemnification is provided under this Agreement, including under Section 13.8, will be (i) increased to take into account of any Tax cost incurred (grossed up for such increase) by the Indemnified Party arising from the receipt of indemnity payments hereunder (unless such indemnity payment is treated as an adjustment to the contraryPurchase Price for Tax purposes) and (ii) reduced to take account of any Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such Damages (treating for this purpose any loss resulting in such Damages as being realized by the Indemnified Party after all other losses of the Indemnified Party are realized for U.S. federal income tax purposes). If a Tax benefit resulting from the incurrence or payment of any Damages is actually realized after the time the indemnity payment is made, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax benefit when actually realized, except that, upon the agreement of the parties, the amount of any indemnification or contribution obligations under such Tax benefit for purposes of this Separation Agreement Section 12.4(b) shall not be adjusted to take taken into account upon the incurrence or payment of such Damages and shall be equal to the net present value of all of such actually realized Tax treatment benefits. Any indemnity payment made pursuant to this Agreement will be treated as an adjustment to the Purchase Price for Tax purposes unless a determination (as defined in Section 1313 of the relevant Indemnitee Code) or a similar event under foreign Tax Law with respect to the indemnification Indemnified Party causes any such payment not to constitute an adjustment to the Purchase Price for United States federal Income Tax purposes or contribution payment foreign Tax purposes, as the case may be. (c) Anything contained in this Agreement to the contrary notwithstanding, in the absence of fraud or intentional misrepresentation, no member of the Seller Group and no member of the Buyer Group will be entitled to any recovery under this Agreement for its own punitive, exemplary or consequential damages (except to the extent that such consequential damages are a natural, probable and reasonably foreseeable result of the applicable breach of representation, warranty or covenant); provided, however, that nothing herein shall prevent any member of the Seller Group or the Buyer Group from being indemnified itemfor all components of awards against them in claims by third parties, including the punitive and exemplary or consequential components of such claims.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses Each Lender shall promptly notify the Borrowers and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of Administrative Agent (i) in the amount paid by the Indemnifying Party in respect of event it becomes unlawful for such LiabilityLender to make, plus the amount received from the Third Party in respect thereof, less maintain or fund Eurodollar Loans and (ii) of any event of which it has knowledge occurring after the full date hereof, which will entitle such Lender to compensation or indemnification pursuant to Section 4.9, 4.12 or 4.13, and such Lender will agree to use reasonable efforts to change the jurisdiction of its lending office if such change will allow such Lender to make, maintain and fund Eurodollar Loans or avoid the need for, or reduce the amount of, such compensation or indemnification and will not in the judgment of such Lender, be otherwise disadvantageous to it, except where such compensation or indemnification arises as a result of a Lender acquiring a Participation Interest pursuant to Section 11.3(b) hereof. Any Lender claiming compensation or indemnification under Section 4.9, 4.12 or 4.13 shall furnish to the Company and the Administrative Agent a statement in reasonable detail setting forth the additional amount or amounts to be paid to it under the applicable Section and, in the case of indemnification sought under Sections 4.12(a) or 4.13, a copy of the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of notice received by the responsibility with respect thereto orLender from the Governmental Authority evidencing its tax claim, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party which shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive conclusive in the absence of manifest error. Except in the case of amounts claimed under Sections 4.12(a) or 4.13, in determining such amount, such Lender may use any reasonable averaging and attribution methods. If any Lender claims compensation or indemnification provisionsunder Section 4.9, 4.12 or 4.13, (any such Lender making a claim, an "Affected Lender") by virtue the Company may, at its option, notify the Administrative Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default has occurred and is continuing, the Company, with the consent of the indemnification provisions hereof. Administrative Agent, may obtain, at the Company's expense, a replacement Lender (d"Replacement Lender") Notwithstanding anything to replace the Affected Lender, which Replacement Lender, if not already a Lender, must be reasonably satisfactory to the contraryAdministrative Agent. If the Company obtains a Replacement Lender within 90 days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of any indemnification all Loans held by the Affected Lender and all accrued interest and fees with respect thereto through the date of such sale; provided, that the Company shall have reimbursed such Affected Lender for the additional amounts or contribution obligations increased costs that it is entitled to receive under this Separation Agreement shall not be adjusted to take into account through the Tax treatment date of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemsuch sale and assignment.

Certain Limitations. The indemnification afforded by this ARTICLE X shall be subject to the following limitations: (a) If Except for Losses arising from (x) a breach of confidentiality obligations under ARTICLE IX, or (y) a Party’s fraud, gross negligence or willful misconduct, no Party hereto shall be liable to the other for any Indemnitee receives lost profits, lost revenue, lost opportunity, indirect, consequential, punitive, special or incidental damages (and no claim for indemnification hereunder shall be asserted) under this ARTICLE X with respect to the other Party as a result of any payment from an Indemnifying breach or violation of any representation, warranty, covenant or agreement of such Party or its Affiliates (including under this ARTICLE X) in or pursuant to any Transaction Document. Notwithstanding the foregoing, the Investor shall be entitled to make indemnification claims, in accordance with the procedures set forth in this ARTICLE X, for Losses that include any portion of payments in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment Revenue Interests or the Indemnifying Party Included Product Payment Amounts that the Investor was entitled to receive but did not receive timely or at all due to any indemnifiable events under any Transaction Document, and such portion of the payments in respect of the Revenue Interests or the Included Product Payment Amounts shall otherwise not be subrogated to such Indemnitee’s rights against the Potential Contributor.deemed lost profits, lost revenue, lost opportunity, indirect, consequential, punitive, special or incidental damages for any purpose of this ARTICLE X. (b) If notwithstanding With respect to indemnification by the Company pursuant to Section 5.04 10.1(a) or Section 10.1(b), the Company’s maximum liability for any Loss suffered by an Indemnitee receives Investor Indemnified Party (other than any Loss resulting from a Third Party Claim) shall not exceed an amount from (the “Company Indemnification Cap”) equal to [***]. Notwithstanding the foregoing, the Company Indemnification Cap shall not apply to any Loss suffered by any Investor Indemnified Party in connection with a third party in Third Party Claim. (c) With respect of an Indemnifiable Loss that is to indemnification by the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party Investor pursuant to this Article VSection 10.2, the Indemnitee Investor’s maximum liability shall promptly remit not exceed an amount (the “Investor Indemnification Cap”) equal to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss[***]. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. (a) If The amount of the Losses suffered by an Indemnified Party shall be net of any Indemnitee receives any insurance payment from an Indemnifying Party or recovery which such party or its representatives realizes in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or as a part result of such Indemnifiable Loss Losses or the facts or circumstances relating thereto. If any Losses for which indemnification is provided hereunder or subsequently reduced by any such insurance payment or other recovery from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Partyparty, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment reduction shall be remitted to the indemnifying party. If, after the Closing, either party realizes any Losses for which it is indemnified by the other party hereunder, such indemnified party shall use its reasonable efforts to obtain the maximum recovery or other benefit reasonably believed by it to be available to it under any applicable insurance policy. An indemnified party shall furnish to the Indemnifying Party indemnifying party, on demand, a certificate of its chief financial officer verifying the amount of any such insurance recovery or other benefit. Notwithstanding any other provision of this Agreement to the contrary, in no event shall otherwise a party be subrogated entitled to indemnification for such Indemniteeparty’s rights against consequential or punitive damages, regardless of the Potential Contributortheory of recovery. Each party hereto agrees to use reasonable efforts to mitigate any Losses which form the basis for any claim for indemnification hereunder. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party Anything contained in respect of an Indemnifiable Loss that is this Agreement to the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article Vcontrary notwithstanding, the Indemnitee e-Synergies Parties' total liability for any and all Losses incurred by e2 shareholders arising out of or resulting from any breach of its representations and warranties contained in this Agreement or in any exhibit hereto shall promptly remit to the Indemnifying Party the excess (if any) of not exceed $1,000,000. Any such liability shall be satisfied, at e-Synergies sole and absolute discretion, by (i) the payment of cash to the e2 shareholders of the amount paid of Losses suffered by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less e2 shareholders up to $1,000,000 or (ii) the full amount issuance to e2 shareholders of such number of shares of Common Stock of e-Synergies equal to the value of the Indemnifiable Loss. (c) An insurer who would otherwise Losses suffered by the e2 shareholders up to $1,000,000, which e-Synergies Common Stock shall be obligated valued on the date of such issuance, in either such case, pro rata to pay any claim shall not be relieved the e2 shareholders in accordance with their percentage interest in e2 as of the responsibility with respect thereto orClosing Date. For purposes of clarification, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed preceding sentence shall mean that no insurer e2 shareholder shall receive cash or any other third party shares of e-Synergies Common Stock having a value in excess of such shareholders' pro rata share of up to $1,000,000. Any such shares issued pursuant to this Section 9.4(b) shall be entitled included in any Registration Statement filed pursuant to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofSection 5.4. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect The amount of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted payable under this Article IX by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall be net of (i) any amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor and (ii) any reduction in cash Taxes otherwise payable (determined on a with and without basis) to the extent actually realized by the Indemnified Party arising from the incurrence or payment of any such Losses no later than the second taxable year after the taxable year in which the indemnification payment is made. If the Indemnified Party or any Affiliate thereof receives any amounts under applicable insurance policies, or from any other Person alleged to be subrogated responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, or actually realizes such Indemnitee’s rights against a reduction in Taxes (calculated as described in the Potential Contributorpreceding sentence) subsequent to an indemnification payment by the Indemnifying Party, in each case that was not taken into account under the immediately preceding sentence, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any such payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received or realized by the Indemnified Party net of any expenses incurred by such Indemnified Party in collecting such amount and any increases in insurance premiums. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect The Indemnified Parties agree to take all reasonable steps to mitigate any Losses arising out of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit relating to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable LossSpecified Matters consistent with Delaware Law. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything in this Agreement to the contrary, recovery from the Specified Matters Escrow Account shall be the sole and exclusive remedy available to any Indemnified Party for Losses related to, in connection with or arising from the Specified Matters, and on the date that the amount of any cash in the Specified Matters Escrow Account is reduced to zero, the Indemnified Parties shall have no further rights to indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemArticle IX.

Certain Limitations. (a) If any Indemnitee receives any payment from The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Damages for which indemnification is provided under this Agreement will be reduced by any Indemnifiable Losses amounts actually received (including amounts received under insurance policies) by or on behalf of the Indemnified Party from third parties (net of out-of-pocket costs and the Indemnitee could have recovered all or a part expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts), in respect of such Indemnifiable Loss from a third party Damages (a such net amounts are referred to herein as “Potential ContributorIndemnity Reduction Amounts”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying ). If any Indemnified Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party any Indemnity Reduction Amounts in respect of an Indemnifiable Loss that Indemnified Claim for which indemnification is provided under this Agreement after the subject of indemnification hereunder after all or a portion full amount of such Indemnifiable Loss Indemnified Claim has been paid by an Indemnifying Party pursuant to this Article Vor after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnified Claim, then the Indemnitee shall Indemnified Party will promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereofIndemnified Claim, less (ii) the full amount of the Indemnifiable Loss. (c) indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a any benefit they would not be entitled to receive in the absence of the indemnification provisions) provisions by virtue of the indemnification provisions hereof. The Seller and the Purchaser will use commercially reasonable efforts to mitigate the amount of Damages for which indemnification is provided under this Agreement. (b) The amount of Damages for which indemnification is provided under this Agreement will reduced to take account of any Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such Damages. (c) Anything contained in this Agreement to the contrary notwithstanding, the Seller will not have any obligation to indemnify any member of the Purchaser Group with respect to any matter if the Damages arise from a change in the accounting or Tax policies or practices of any of the Acquired Entities after the Closing Date. (d) Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, excluding a party’s breach of its confidentiality obligations, no member of the Seller Group and no member of the Purchaser Group will be entitled to any recovery under this Agreement for special, punitive, exemplary, incidental, indirect, or consequential damages, lost profits or diminution in value. No Damages shall be determined or increased based on any multiple of any financial measure (including earnings, sales or other benchmarks) that might have been used by the Purchaser in the valuation of the Acquired Company Interests, the amount of any Acquired Entities, or their respective businesses and operations. (e) No Indemnified Party shall be entitled to indemnification or contribution obligations under this Separation Agreement Article X for any breach of a representation or warranty hereunder if (1) such Indemnified Party had actual knowledge of such breach on or before Closing and (2) the Indemnifying Party did not have actual knowledge of such breach (or the facts giving rise to such breach) on or before the Closing. Solely for purposes of this Section 10.4(e) “actual knowledge” as it relates to (i) the Purchaser shall not be adjusted to take into account mean the Tax treatment actual knowledge of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (ii) the relevant Indemnitee Seller shall mean with respect to the Operaciones, the actual knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Operations VP and General Manager, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Financial Manager and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Commercial Manager, and with respect to Services and Tasajero, the actual knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇▇, Assistant Controller of TECO Guatemala, Inc. (f) In addition to the limitations set forth in this Section 10.4 and Section 10.6, with respect to any claim for indemnification regarding any breach of the representation and warranty set forth in Section 4.10 there shall be no obligation to indemnify any member of the Purchaser Group for any Damages (i) unless the Damages arise out of (A) a Third Party Claim that is not intentionally instigated or contribution payment encouraged by any member of the Purchaser Group, or (B) a condition discovered in the indemnified itemordinary course of business, and then (ii) only to the extent such Damages were incurred to comply with applicable Environmental Laws using, in the case of any remedial measures taken by or on behalf of the Purchaser (including the Acquired Entities) after the Closing, reasonable and recognized remediation protocols and techniques that are economically reasonable in relation to other reasonable and recognized remediation protocols and techniques; provided, however, that there shall be no liability for any such Damages to the extent that any member of the Purchaser Group or any other Person after Closing contributed to the condition or circumstance forming the basis of such Damages. (g) Any Damages for which any member of the Purchaser Group is entitled to indemnification under Section 10.1 shall be determined without duplication of recovery by reason of the state of facts giving rise to such Damages constituting a breach of more than one representation and warranty or covenant.

Certain Limitations. The indemnification provided for in Section 8.2 shall be subject to the following limitations: (a) If any Indemnitee receives any payment from an The aggregate amount of all Losses for which the Indemnifying Party in respect Parties shall be liable pursuant to Section 8.2(a) shall not exceed the aggregate value of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party Indemnity Escrow Shares (a the “Potential ContributorCap”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, ). Notwithstanding anything to the extent permitted by applicable Lawcontrary in this Agreement, assign such the sole recourse of its rights to proceed the KBL Indemnitees against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from Parties shall be the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential ContributorIndemnity Escrow Shares. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect For purposes of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V8, the Indemnitee any inaccuracy in or breach of any representation or warranty shall promptly remit be determined without regard to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party any materiality, Material Adverse Effect or other similar qualification contained in respect of or otherwise applicable to such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Lossrepresentation or warranty. (c) An insurer who would otherwise be obligated With respect to pay any claim shall not be relieved of for indemnification pursuant Section 8.2, for so long as there is at least one (1) Continuing KBL Director on the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contraryKBL Board, the amount Continuing KBL Directors shall have sole authority on behalf of a KBL Indemnitee to (a) pursue or not pursue any indemnification claim against the Indemnifying Parties, (b) consent to, compromise or contribution obligations under settle any indemnification claim, (c) conduct negotiations with the Stockholder Representative and its Representatives regarding such indemnification claim, and, in connection therewith, to: (A) assert or institute any indemnification claim; (B) investigate, defend, contest or litigate any indemnification claim and compromise or settle on such terms as the Continuing KBL Directors in their sole discretion shall determine to be appropriate. In connection with this Separation Agreement Section 8.3(c), KBL, the Indemnifying Parties and the Surviving Corporation shall not be adjusted provide any and all relevant information related to take into account the Tax treatment of the relevant Indemnitee or with respect to a potential claim for indemnification pursuant to this Article 8 to the indemnification or contribution Continuing KBL Directors. In connection with the Continuing KBL Directors exercise of their rights and duties pursuant to this Section 8.3(c), the Continuing KBL Directors shall be permitted to hire counsel and advisors of its choosing and the payment or of the indemnified itemfees and disbursements of such counsel and advisors shall be borne by KBL.

Certain Limitations. (a) If any Indemnitee receives any payment from The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Damages for which indemnification is provided under this Agreement will be reduced by any Indemnifiable Losses amounts actually received (including amounts received under insurance policies) by or on behalf of the Indemnified Party from third parties (net of out-of-pocket costs and the Indemnitee could have recovered all or a part expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts), in respect of such Indemnifiable Loss from a third party Damages (a such net amounts are referred to herein as “Potential ContributorIndemnity Reduction Amounts”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying ). If any Indemnified Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party any Indemnity Reduction Amounts in respect of an Indemnifiable Loss that Indemnified Claim for which indemnification is provided under this Agreement after the subject of indemnification hereunder after all or a portion full amount of such Indemnifiable Loss Indemnified Claim has been paid by an Indemnifying Party pursuant to this Article Vor after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnified Claim, then the Indemnitee shall Indemnified Party will promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereofIndemnified Claim, less (ii) the full amount of the Indemnifiable Loss. (c) indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a any benefit they would not be entitled to receive in the absence of the indemnification provisions) provisions by virtue of the indemnification provisions hereof. Each Seller and each Purchaser will use Commercially Reasonable Efforts to mitigate the amount of Damages for which indemnification is provided under this Agreement. (db) Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, the amount of no Seller will have any indemnification or contribution obligations under this Separation Agreement shall not be adjusted obligation to take into account the Tax treatment of the relevant Indemnitee indemnify a Purchaser with respect to any matter if the indemnification Damages arise from a change in the accounting or contribution payment Tax policies or practices of any of the indemnified itemAcquired Entities on or after the Closing Date. (c) Anything contained in this Agreement to the contrary notwithstanding, neither any Purchaser nor any Seller will be entitled to any recovery under this Agreement for special, punitive, exemplary, incidental, indirect or consequential damages (perjuicios o lucro cesante), lost profits or diminution in value, except for any such damages that may be awarded in connection with a Third Party Claim for which a party is entitled to be indemnified.

Certain Limitations. (a) If any Indemnitee receives any payment from The aggregate liability of a Selling Entity with respect to Losses that are the subject matter of Section 9.2(a)(i) shall not exceed, in the aggregate, an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated equal to such IndemniteeSelling Entity’s rights against the Potential ContributorFinal Transferor Closing Consideration. (b) If notwithstanding The amount of any Losses for which any ODIT Indemnified Party claims indemnification under this Agreement shall be reduced by any indemnification or reimbursement payments actually received by such Person from third parties, including any amounts received under the RWI Policy, net of the aggregate amount of all costs and expenses (including reasonable attorneys’ fees and expenses) of recovery or collection, including any deductibles, retentions or similar costs or payments and any increases in premiums (“Recovery Costs”). (c) No Party shall, in any event, be liable or otherwise responsible for any punitive damages arising out of or relating to this Agreement or the performance or breach hereof; provided, that nothing in this Section 5.04 an Indemnitee receives 9.3(c) shall limit a Person’s liability for any punitive damages paid or payable by such Person in connection with a Third Party Claim. (d) The aggregate liability of ODIT with respect to Losses that are the subject matter of Section 9.2(b) shall in no event exceed an amount from a third party in respect of an Indemnifiable Loss that is equal to the subject of indemnification hereunder after all or a portion of the Aggregate Closing Consideration attributable to ODIT (without duplication). (e) For the avoidance of doubt, any limitations on indemnification (including with respect to the maximum indemnifiable amount) in this Article IX shall not apply to any indemnification obligations with respect to Losses resulting from Fraud. (f) For purposes of clarification, the Selling Entities shall be severally (and not jointly and severally) liable hereunder, pro rata in accordance with such Indemnifiable Loss has been paid by an Indemnifying Party Selling Entities’ respective Seller Pro Rata Shares, for any indemnifiable Losses under Section 9.2(a). For purposes of calculating any limits of liability pursuant to this Article VSection 9.3, such limitation shall be calculated on a Selling Entity-by-Selling Entity basis. (g) For the avoidance of doubt, it is the intention of the Parties that any indemnification payments received by ODIT pursuant to this Agreement shall only be allocated and distributed to the New Investors and any indemnification claims against ODIT pursuant to this Agreement shall only be allocated to and funded only by the New Investors. (h) Notwithstanding anything herein to the contrary, as among BODI Fund I LPs, the Indemnitee BODI Fund I GP shall promptly remit be authorized to allocate any indemnification payments to be borne by the Indemnifying Party BODI I Funds hereunder in its good faith discretion and make equitable adjustments that are, in its reasonable judgment, necessary, including for purposes of ensuring that any such obligations are borne by the excess (if any) BODI Fund I LPs based on their respective pro rata portion of (i) the amount paid by the Indemnifying Party in respect of such Liability, Aggregate Closing Consideration plus the amount received from the Third Party in respect thereof, less (ii) the full amount value of the Indemnifiable Losscapital contributions that will be deemed made pursuant to Section 1.5(a). (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. (a) If any Indemnitee receives any payment from The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Damages for which indemnification is provided under this Agreement will be reduced by any Indemnifiable Losses amounts actually received (including amounts received under insurance policies) by or on behalf of the Indemnified Party from third parties (net of out-of-pocket costs and the Indemnitee could have recovered all or a part expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts), in respect of such Indemnifiable Loss from a third party Damages (a such net amounts are referred to herein as “Potential ContributorIndemnity Reduction Amounts”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying ). If any Indemnified Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party any Indemnity Reduction Amounts in respect of an Indemnifiable Loss that Indemnified Claim for which indemnification is provided under this Agreement after the subject of indemnification hereunder after all or a portion full amount of such Indemnifiable Loss Indemnified Claim has been paid by an Indemnifying Party pursuant to this Article Vor after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnified Claim, then the Indemnitee shall Indemnified Party will promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, Indemnified Claim less (ii) the full amount of the Indemnifiable Loss. (c) indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a any benefit they would not be entitled to receive in the absence of the indemnification provisions) provisions by virtue of the indemnification provisions hereof. Seller and the Buyer will, and will use commercially reasonable efforts to cause their respective representatives to, pursue promptly any claims or rights it may have against all third parties which would reduce the amount of Damages for which indemnification is provided under this Agreement. (db) Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted Seller will have no obligation to take into account indemnify the Tax treatment of the relevant Indemnitee Buyer with respect to any matter if the indemnification Damages arise from a change in the accounting or contribution payment tax policies or practices of the indemnified itemSeller on or after the Closing Date. (c) Anything contained in this Agreement to the contrary notwithstanding, neither the Buyer nor the Seller will be entitled to any recovery under this Agreement for special, punitive, exemplary, incidental, indirect or consequential damages, lost profits or diminution in value.

Certain Limitations. The indemnification provided for in ARTICLE X shall be subject to the following limitations: (a) If None of the Principal Shareholders shall be liable to the Buyer Indemnitees for indemnification for breaches of any Indemnitee receives any payment from an Indemnifying Party representations and warranties made to the Buyer Parties, including those referenced under Section 10.02(a) and 10.04(a), until the aggregate amount of all Losses in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated indemnification with respect to such Indemnitee’s rights against representations and warranties exceeds $200,000.00 (the Potential Contributor"Deductible"), in which event the Principal Shareholders shall be required to pay or be liable for all such Losses in excess of the Deductible. (b) If notwithstanding Section 5.04 an Indemnitee receives an Notwithstanding anything in this Agreement to the contrary, the aggregate cumulative amount from a third party in respect of an Indemnifiable Loss that is all Losses for which the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party Principal Shareholders shall be liable pursuant to this Article Vbreaches of representations and warranties shall not exceed $10,000,000.00 (the "Cap"); provided, the Indemnitee shall promptly remit however, that Losses arising with respect to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party any inaccuracy in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount or breach of the Indemnifiable LossFundamental Representations, or with respect to Indemnified Taxes, shall be capped at the Purchase Price. (c) An insurer who would otherwise be obligated Notwithstanding anything to pay any claim the contrary contained herein, the Selling Shareholders, that are not Principal Shareholders, shall not be relieved of the responsibility with respect thereto orindemnify, solely by virtue of nor have any liability for any indemnifiable Losses related to the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer pursuant to or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive otherwise contemplated in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofSection 10.3. (d) Notwithstanding anything to the contrarycontrary contained herein, none of the amount Selling Shareholders shall be liable for or required to pay for any Losses that in aggregate are in excess of any indemnification or contribution obligations under this Separation Agreement the pro rata portion of the Purchase Price actually received by such respective Selling Shareholder. (e) The Buyer Indemnities shall not be adjusted entitled to take into account recover any Losses relating to any matter arising under one provision of this Agreement to the Tax treatment of extent that the relevant Indemnitee Buyer Indemnitees have already recovered Losses with respect to such matter pursuant to other provisions of this Agreement. Without limiting the generality of the foregoing, to the extent that a liability is taken into account in the calculation of the Closing Cash Consideration, or is otherwise reflected in the Purchase Price or any adjustment to the Purchase Price, no Buyer Indemnitee shall be entitled to indemnification or contribution payment or the indemnified itemhereunder pursuant to ARTICLE X for such liability.

Certain Limitations. Notwithstanding anything to the contrary contained herein, the indemnification provided for in Section 8.2 and Section 8.3 shall be subject to the following limitations: (a) If any Indemnitee receives any payment from an Indemnifying Party The Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.2(a) exceeds $337,500 (the “Deductible”), in which event the Seller Indemnitors shall only be required to pay or be liable for Losses in excess of the Deductible. The aggregate amount of all Losses for which the Seller Indemnitors shall be liable pursuant to Section 8.2(a) shall not exceed $337,500 (the “Cap”). (b) Notwithstanding the foregoing, the limitations set forth in Section 8.4(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any Indemnifiable inaccuracy in or breach of any Fundamental Representation or any Seller Fraud. The aggregate amount of all Losses for which the Seller Indemnitors shall be liable pursuant to this Article VIII (excluding any claims based on any Seller Fraud) shall not exceed the Purchase Price. (c) None of the parties will have any liability to another party under this Article VIII for any Loss to the extent (i) that the aggrieved party has actually recovered such Loss under any insurance policy (including, in the case of any recovery by any Buyer Indemnitees, the Rep & Warranty Policy) (solely to the extent of such “double recovery”), but net of costs collection and, in the case of recoveries from insurers, net of the deductible and any premiums increased for such policies as a result of such claim. In addition, in the event that any Losses are reasonably likely to be recovered by Buyer under the Rep & Warranty Policy in connection with any breach of any representations and warranties of Seller in Article III of this Agreement in an amount that exceeds the Rep & Warranty Policy Retention Amount, then Buyer shall not be entitled to bring any indemnification claim hereunder with respect to such claim for Loss in excess of the Rep & Warranty Policy Retention Amount until such time that Buyer has submitted a claim for such breach in accordance with the terms of the Rep & Warranty Policy. In addition, none of the parties will have any liability to another party under this Article VIII for any Loss to the extent that such amount was expressly included in the Final Working Capital or otherwise expressly included in the calculation of the Adjusted Closing Payment, as finally determined pursuant to Section 2.2 if the effect thereof was to reduce dollar-for-dollar the amount of the Final Working Capital and/or the Adjusted Closing Payment, as applicable, as compared to what it would have been absent such adjustment (with the intent of the provision to merely avoid “double counting”); provided, however, that for the avoidance of doubt, the foregoing shall not limit any claim for Losses arising out of or resulting from the claim giving rise to such Losses by a dollar-for-dollar reduction in the Final Working Capital and/or the Adjusted Closing Payment, as applicable, in accordance with the terms of this Article VIII. (d) The amount of any liability of the Sellers under Section 5.11 or this Article VIII with respect to any Loss of the Foreign Companies (the “Foreign Company Losses”) shall be reduced by the amount of any actual net reduction in cash payments for income Taxes realized by the parent entity of Buyer or its controlled Affiliates (the “Buyer Group”) as a result of the Foreign Company Losses giving rise to such indemnification payment. If the indemnification payment is paid prior to the Buyer Group realizing any actual reduction in cash payments for income Taxes in connection with the Foreign Company Losses giving rise to such payment, and the Buyer Group subsequently realizes such actual reduction in cash payments for income Taxes within or with respect to the taxable year in which the Foreign Company Losses arise, then the Buyer shall pay the amount of such actual reduction in cash payments for Taxes to the Sellers in cash within ten (10) days of the Buyer Group’s realization of such actual reduction in cash payments for income Taxes (but not in excess of the indemnification payment received from the Sellers with respect to such Foreign Company Losses). For purposes of the preceding two sentences, (i) the Buyer Group shall be deemed to have realized an actual reduction in cash payments for income Taxes with respect to a taxable year if, and to the extent that, the Buyer Group’s cumulative liability for income Taxes from the Closing Date through the end of such taxable year, calculated by excluding any Tax items attributable to the Foreign Company Losses and the Indemnitee could have recovered receipt of any related indemnification payment for all or a part taxable years, exceeds the Buyer Group’s actual cumulative liability for Taxes through the end of such Indemnifiable Loss from a third party taxable year, calculated by taking into account any Tax items attributable to the Foreign Company Losses and the receipt of any related indemnification payment for all taxable years (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign relevant Tax law and treating such of its rights to proceed against Tax items as the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorlast items claimed for any taxable year). (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (de) Notwithstanding anything to the contrarycontrary in this Agreement, the amount of any indemnification or contribution obligations under this Separation Agreement Seller Indemnitors shall not be adjusted liable for any Losses relating to take into account Taxes, Tax positions or Tax attributes in taxable periods (or portions thereof) beginning after the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemClosing Date.

Certain Limitations. (a) If The amount of any indemnifiable losses or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee receives any payment from an third parties (including, without limitation, amounts actually recovered under insurance policies) with respect to such indemnifiable losses or other liability. Any Indemnifying Party in respect hereunder shall be subrogated to the rights of any Indemnifiable Losses and the Indemnitee could have recovered all or a part upon payment in full of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions indemnifi cation provision hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or . If any other Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnitee shall be entitled promptly remit to a “wind-fall” the Indemnifying Party the excess (i.e. a benefit they would not be entitled to receive in if any) of (A) the absence sum of the indemnification provisionsamount theretofore paid by such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) by virtue the full amount of the indemnification provisions hereofsuch indemnifiable loss or other liability. (db) Notwithstanding anything The amount of any loss or other liability for which indemnification is provided under this Agreement shall be (i) increased to take account of any net Tax cost incurred by the Indemnitee arising from the receipt or accrual of an indemnification payment hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnitee arising from incurring or paying such loss or other liability. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified loss. Any indemnification payment hereunder shall initially be made without regard to this Section 3.05(b) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have "actually realized" a net Tax cost or a net Tax benefit to the contraryextent that, and at such time as, the amount of Taxes payable by such Indemnitee is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnitee would be required to pay but for the receipt or accrual of the indemnification payment or the incurrence or payment of such Loss, as the case may be. The amount of any indemnification increase or contribution obligations under this Separation Agreement reduction hereunder shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee reflect any Final Determination with respect to the Indemnitee's liability for Taxes, and payments between such indemnified parties to reflect such adjustment shall be made if necessary. (c) Any indemnification or contribution payment or made under this Agreement shall be characterized for Tax purposes as if such payment were made immediately prior to the indemnified itemSpin-Off Merger Time.

Certain Limitations. The Regency Indemnitees’ and the Member Indemnitees’ rights to indemnification under this Article IX shall be limited as follows: (a) If No Claim Notice for indemnification may be provided and no Claim for indemnification may be made with respect to any Indemnitee receives any payment from an Indemnifying Party Claim for breach of a representation, warranty, covenant or other agreement in respect of any Indemnifiable Losses and this Agreement beyond the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorperiod specified in Section 9.1. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in the Regency Indemnitees shall seek indemnification with respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article Vany Escrow Indemnity Claim, the Indemnitee Regency Indemnities’ sole recourse and recovery rights with respect to Damages relating to an Escrow Indemnity Claim shall promptly remit to the Indemnifying Party the excess (if any) of be (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received recovery from the Third Party Escrow Fund in respect thereofaccordance with this Article IX and Article XI, less (ii) recovery from Member as permitted by the full immediately following sentence and (iii) recovery by offset against the Sonat Cash Payment in accordance with Section 9.5; provided the aggregate amount of Damages that may be recovered with respect to all Escrow Indemnity Claims pursuant to clauses (i), (ii) and (iii) above shall not exceed $8,500,000. If the Indemnifiable LossEscrow Fund shall be insufficient to cover any Escrow Indemnity Claim, the Regency Indemnitees shall have recourse to Member with respect to any Escrow Indemnity Claim as to which the balance of the Escrow Fund is insufficient to cover in full for amounts up to, and only up to, amounts distributed from the Escrow Fund to cover Damages relating to Non-Escrow Indemnity Claims and to pay the Merger Consideration Deficit to Regency pursuant to Section 2.8(d)(i) and Section 11.2(c), if applicable. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer No Regency Indemnitee or any other third party Member Indemnitee shall be entitled to a “wind-fall” recover Damages pursuant to Section 9.2(a)(ii) or Section 9.3(a)(ii), respectively, unless: (i.e. a benefit they would i) the Regency Indemnitees, collectively, or the Member Indemnitees, collectively, shall have suffered or incurred aggregate Damages otherwise recoverable under this Article IX in an amount in excess of the Deductible, and then recovery shall be permitted only to the extent of such excess; and (ii) after the Deductible has been met, the Regency Indemnitees, collectively, or the Member Indemnitees, collectively, shall have suffered or incurred Damages with respect to the individual Claim or series of related Claims that arise out of substantially the same facts and circumstances for which Damages are in excess of $25,000, in which case the full amount of such Damages shall be recoverable, subject to the limitations imposed by the other provisions of this Article IX (including clause (i) of this Section 9.4). Notwithstanding the foregoing, with respect to any claim for indemnification (and the Damages recoverable therefrom) that may be brought under both Section 9.2(a)(ii), on the one hand, and any other subsection of Section 9.2(a), on the other hand, shall not be entitled subject to receive any limitation specified in this Section 9.4(c) and any claim for indemnification (and the absence Damages recoverable therefrom) that may be brought under Section 9.3(a)(ii), on the one hand, and any other subsection of Section 9.3(a), on the indemnification provisions) by virtue of the indemnification provisions hereofother hand, shall not be subject to any limitation specified in this Section 9.4(c). (d) Notwithstanding anything to the contrary, the amount of any If an indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Claim is brought by a Regency Indemnitee with respect to a Non-Escrow Indemnity Claim, the indemnification or contribution payment Regency Indemnitee must first, recover the Damages incurred with respect to such Claim from the Escrow Fund in accordance with Article XI to the extent of amounts available in the Escrow Fund, and only thereafter shall be entitled to recover any Damages with respect to a Non-Escrow Indemnity Claim not recovered from the Escrow Fund from Member. (e) The aggregate liability of Member pursuant to Section 9.2 shall not exceed the amount of the Merger Consideration received by Member. (f) The provisions of this Article IX shall apply in such a manner as not to give duplicative effect to any item of adjustment and if there has been an adjustment to the Merger Consideration for any Damages, there shall not be any charge against the Deductible or the Escrow Fund and no Indemnitee may claim a breach of any representation or warranty with respect to any Damages that gave rise to such adjustment in the Merger Consideration pursuant to Section 2.8 to the extent of the amount of such Damages given effect in such adjustment to the Merger Consideration. (g) No Person shall have any right to indemnification under this Article IX to the extent such Damages are duplicative of Damages that have previously been recovered hereunder. (h) The amount of any Damages for which indemnification is provided under this Article IX shall be net of any accruals or reserves on the Final Closing Statement that specifically relate to the matter(s) for which indemnification is claimed, and if the amount to be netted hereunder from any payment required hereunder is determined after payment of any amount otherwise required to be paid to an indemnified itemPerson pursuant to this Article IX, the indemnified Person shall repay to Member or to Regency, as applicable, promptly after such determination, any amount that should not have been paid pursuant to this Article IX had such determination been made at the time of such payment. (i) No Regency Indemnitee shall be entitled to recover Damages pursuant to Section 9.2(a)(iv) unless the Regency Indemnitees, collectively, shall have suffered or incurred Damages with respect to the individual Claim or series of related Claims that arise out of substantially the same facts and circumstances for which Damages are in excess of $25,000, in which case the full amount of such Damages shall be recoverable, subject to the limitations imposed by the other provisions of this Article IX.

Certain Limitations. (a) If any Indemnitee receives any payment from The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Damages for which indemnification is provided under this Agreement will be reduced by any Indemnifiable Losses amounts actually received (including amounts received under insurance policies) by or on behalf of the Indemnified Party from third parties (net of out-of-pocket costs and the Indemnitee could have recovered all or a part expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts), in respect of such Indemnifiable Loss from a third party Damages (a such net amounts are referred to herein as “Potential ContributorIndemnity Reduction Amounts”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying ). If any Indemnified Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party any Indemnity Reduction Amounts in respect of an Indemnifiable Loss that Indemnified Claim for which indemnification is provided under this Agreement after the subject of indemnification hereunder after all or a portion full amount of such Indemnifiable Loss Indemnified Claim has been paid by an Indemnifying Party pursuant to this Article Vor after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnified Claim, then the Indemnitee shall Indemnified Party will promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereofIndemnified Claim, less (ii) the full amount of the Indemnifiable Loss. (c) indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a any benefit they would not be entitled to receive in the absence of the indemnification provisions) provisions by virtue of the indemnification provisions hereof. The Seller and the Purchaser will use commercially reasonable efforts to mitigate the amount of Damages for which indemnification is provided under this Agreement. (b) The amount of Damages for which indemnification is provided under this Agreement will reduced to take account of any Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such Damages. (c) Anything contained in this Agreement to the contrary notwithstanding, the Seller will not have any obligation to indemnify any member of the Purchaser Group with respect to any matter if the Damages arise from a change in the accounting or Tax policies or practices of any of the Acquired Entities after the Closing Date. (d) Notwithstanding anything Anything contained in this Agreement to the contrarycontrary notwithstanding, excluding a party’s breach of its confidentiality obligations, no member of the Seller Group and no member of the Purchaser Group will be entitled to any recovery under this Agreement for special, punitive, exemplary, incidental, indirect, or consequential damages, lost profits or diminution in value. No Damages shall be determined or increased based on any multiple of any financial measure (including earnings, sales or other benchmarks) that might have been used by the Purchaser in the valuation of the Acquired Company Interests, the amount of any Acquired Entities or their respective businesses and operations. (e) No Indemnified Party shall be entitled to indemnification or contribution obligations under this Separation Agreement Article X for any breach of a representation or warranty hereunder if (1) such Indemnified Party had actual knowledge of such breach on or before Closing and (2) the Indemnifying Party did not have actual knowledge of such breach (or the facts giving rise to such breach) on or before the Closing. Solely for purposes of this Section 10.4(e) “actual knowledge” as it relates to (i) the Purchaser shall not be adjusted to take into account mean the Tax treatment actual knowledge of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (ii) the relevant Indemnitee Seller shall mean with respect to the Operating Entities, the actual knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Operations VP and General Manager, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Financial Manager and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Commercial Manager, and with respect to International and Power, the actual knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇▇, Assistant Controller of TECO Guatemala, Inc. (f) In addition to the limitations set forth in this Section 10.4 and Section 10.6, with respect to any claim for indemnification regarding any breach of the representation and warranty set forth in Section 4.10 there shall be no obligation to indemnify any member of the Purchaser Group for any Damages (i) unless the Damages arise out of (A) a Third Party Claim that is not intentionally instigated or contribution payment encouraged by any member of the Purchaser Group, or (B) a condition discovered in the indemnified itemordinary course of business, and then (ii) only to the extent such Damages were incurred to comply with applicable Environmental Laws using, in the case of any remedial measures taken by or on behalf of the Purchaser (including the Acquired Entities) after the Closing, reasonable and recognized remediation protocols and techniques that are economically reasonable in relation to other reasonable and recognized remediation protocols and techniques; provided, however, that there shall be no liability for any such Damages to the extent that any member of the Purchaser Group or any other Person after Closing contributed to the condition or circumstance forming the basis of such Damages. (g) Any Damages for which any member of the Purchaser Group is entitled to indemnification under Section 10.1 shall be determined without duplication of recovery by reason of the state of facts giving rise to such Damages constituting a breach of more than one representation and warranty or covenant.

Certain Limitations. (a) If Notwithstanding anything to the contrary in this Agreement, the Seller Securityholders shall not have any Indemnitee receives liability to the Buyer Indemnified Parties for any payment from an Indemnifying Party claims for indemnification made by the Buyer Indemnified Parties pursuant to this Agreement except as satisfied out of and subject to the amount in respect the General Escrow Account (such aggregate amount, the “Cap”); provided, however, that the Cap shall not apply to any Damages based upon, arising out of, or by reason of any Indemnifiable Losses and breach of the Indemnitee could have recovered all Seller Fundamental Representations, the indemnification covenants in Section 6.13 or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim fraud or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributorwillful breach. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party Notwithstanding anything to the contrary in respect of an Indemnifiable Loss that is this Agreement, no Seller Securityholder shall have any liability to the subject of Buyer Indemnified Parties for any claims for indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid made by an Indemnifying Party the Buyer Indemnified Parties pursuant to this Article VAgreement based upon, arising out of, or by reason of any one or more breaches of any one or more of the Indemnitee shall promptly remit to Seller Fundamental Representations or arising out of the Indemnifying Party the indemnification covenants of Section 6.13 in excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus Seller Securityholder’s pro rata share of such claim up to such Seller Securityholder’s pro rata share of $150,000,000 in the amount received from aggregate for all such claims (the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss“Fundamental Representation Cap”). (c) An insurer who would otherwise be obligated Notwithstanding anything to pay the contrary in this Agreement, no Seller Securityholder shall have any liability to the Buyer Indemnified Parties for any claims for indemnification made by the Buyer Indemnified Parties pursuant to this Agreement based upon, arising out of, or by reason of any one or more claims for fraud committed by the Seller or willful breach committed by the Seller in excess of such Seller Securityholder’s pro rata share of such claim up to the Merger Consideration actually received by such Seller Securityholder in the aggregate for all such claims. Notwithstanding anything to the contrary in this Agreement, the Seller Securityholders shall not be relieved have any liability for indemnification claims, in the aggregate, including all recoveries pursuant to any and all claims under this Agreement, in excess of the responsibility with respect thereto orMerger Consideration actually received by such Seller Securityholder. For the avoidance of doubt and notwithstanding anything in this Agreement, solely to the extent that an indemnification payment made pursuant to this Agreement is subject to a cap specified in this Section 9.4 or the Net Cash Escrow Amount or the Tax Escrow Amount, such payment shall reduce all caps specified in this Section 9.4, if any, by virtue the aggregate amount of such payments; provided that any indemnification payment made pursuant to this Article IX that is made out of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party Tax Escrow Account shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in reduce the absence amount of the indemnification provisions) by virtue of the indemnification provisions hereofCap. (d) Except in the case of fraud committed by the Seller or willful breach committed by the Seller, the Seller Securityholders shall not have any liability under this Article IX unless and until the aggregate amount of all Damages incurred by the Buyer Indemnified Parties and indemnifiable hereunder exceeds $500,000 (the “Basket”) and, once such Damages reach the Basket, the Seller Securityholders shall be required to pay only those Damages that are in excess of the Basket, subject to the limitations and provisions set forth in this Article IX. (e) The amount of any Damages payable by the Indemnifying Party to the Indemnified Party shall be net of (i) any amounts actually recovered by the Indemnified Party under applicable insurance policies (less any directly resulting increases in premium), and (ii) any net Tax benefit available to such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Damages, to the extent such net Tax Benefit is realized, determined on a with and without basis, in the taxable year in which such payment for Damages was made. For the purposes of calculating the net Tax benefit under the foregoing sentence, Buyer shall have reasonable discretion to determine the amount of such Tax benefit and shall have no obligation to share or disclose any of its Tax Returns in connection therewith with the Securityholders’ Representative, Seller or any of its Subsidiaries; provided such calculations are made in good faith. Each Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any Damages prior to seeking indemnification under this Agreement. (f) The Buyer Indemnified Parties shall not be entitled to recover under Article IX for lost profits, special, consequential, indirect or punitive damages; provided, however, that the foregoing limitation shall not preclude any indemnitee from claiming Damages based on diminution in value, including Damages calculated by application of a multiple, but a multiple will only be applied to the extent that (and only to the extent that) the basis for such Damages is of a recurring nature. (g) Notwithstanding anything contained in this Agreement to the contrary, no Buyer Indemnified Party shall have any right to indemnification under this Article IX with respect to any Damages to the extent such Damages (i) arise solely out of changes after the Closing Date in applicable Law or interpretations or applications thereof; or (ii) are duplicative of Damages that have previously been recovered (including, without limitation, amounts taken into account in the calculation of Merger Consideration, Initial Merger Consideration or Net Cash Balance). (h) For purposes of this Agreement and the transactions contemplated hereby, Buyer, Merger Sub and Seller acknowledge and agree (i) that they are not entitled to rely on any representations or warranties or other statements of fact or opinion, other than the representations and warranties expressly set forth in this Agreement, the Seller Disclosure Schedule and the Buyer Disclosure Schedule, and (ii) that in connection with the transactions set forth herein, Buyer has received certain estimates, projections, forecasts and similar forward-looking statements relating to the future operating and financial performance of Seller and its Subsidiaries and no representation or warranty is being made by or on behalf of Seller with respect to such matters. Buyer, Merger Sub and Seller also acknowledge and agree that anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of any Buyer Indemnified Parties, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby. (i) Notwithstanding anything to the contrarycontrary in this Agreement or the Escrow Agreement, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment Buyer and each of the relevant Indemnitee other Buyer Indemnified Parties agree to keep the Securityholders’ Representative regularly informed regarding, and cooperate with the Securityholders’ Representative with respect to, any Tax for which the Seller Securityholders may have indemnification obligations pursuant to this Agreement and to use its commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby) upon Seller or any of its Subsidiaries or upon the Seller Securityholders. These efforts include negotiating in good faith with Governmental Authorities or any other Person to reduce any such Tax obligation. In the event that any Buyer Indemnified Party intends to pay any Tax for which the Seller Securityholders may have indemnification obligations pursuant to this Agreement for a Taxable period ending on or contribution prior to the Closing Date, or portions thereof, for which a Governmental Authority or any other Person has not sought payment or asserted that Buyer, the indemnified itemSurviving Corporation or any of their respective Subsidiaries owes any Taxes (or has not paid Taxes owed), Buyer shall provide written notice to the Securityholders’ Representative three (3) months prior to paying any such amount. During such three (3)-month period, to the extent requested by the Securityholders’ Representative, Buyer and its Representatives shall meet in person with the Securityholders’ Representative and its Representatives so that the Securityholders’ Representative may provide Buyer with its view on payment of such amount and/or the amount of such payment, and their reasonable basis for believing such amounts should not be paid or that a lesser amount should be paid. Notwithstanding the foregoing, upon the expiration of such three (3)-month period, Buyer shall have the sole and exclusive right to determine whether or not to pay any such amounts. In the event that Buyer, the Surviving Corporation or their respective Subsidiaries enter into any compromise or settlement with regard to such Taxes with any Governmental Authority or any other Person in which Buyer, the Surviving Corporation or any of their respective Subsidiaries receives a release from liabilities relating to such Taxes in connection with such compromise or settlement, Buyer shall use its commercially reasonable efforts to have such Governmental Authority or other Person enter into a release of the Seller Securityholders and the Securityholders’ Representative on the same terms as the release applicable to the Buyer, the Surviving Corporation or their respective Subsidiaries, as applicable. Nothing in this Section 9.4(i) shall be construed to limit Buyer’s right and ability to make an indemnification claim pursuant to this Agreement or the Escrow Agreement, provided a Buyer Indemnified Party complies with the terms of this Agreement and the Escrow Agreement, or to limit the Securityholders’ Representative’s right and ability to contest such indemnification claim. For the avoidance of doubt, any claim for Taxes under this Agreement is subject to the provisions of Section 9.3 of this Agreement.

Certain Limitations. The Party making a claim under this ARTICLE VIII is referred to as the “Indemnified Party”, and the Party against which such claims are asserted under this ARTICLE VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.02 and Section 8.03 will be subject to the following limitations: The Indemnifying Party will not be liable to the Indemnified Party for indemnification under Section 8.02 or Section 8.03, as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02 or Section 8.03 exceeds $50,000 per occurrence (the “Deductible”), in which event the Indemnifying Party 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 8.02 or Section 8.03, as the case may be, the Indemnifying Party will not be liable for any individual or series of related Losses which do not exceed $50,000, which Losses will not be counted toward the Deductible. If Seller is the Indemnifying Party, Seller’s liability for all Losses hereunder for tort claims will be the maximum amount permitted under the New Mexico Tort Claims Act. If ▇▇▇▇▇ is the Indemnifying Party, ▇▇▇▇▇’s liability for all Losses hereunder will be equal to the amount that would be paid by Seller if it were the Indemnifying Party and such claim were subject to the New Mexico Tort Claims Act. Any claims related to claims related to tax obligations, Excluded Liabilities and Assumed Liabilities will not be subject to the Deductible. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid Payments by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit Section 8.02 or Section 8.03 in respect of any Losses will be limited to the Indemnifying Party the excess (if any) amount of (i) the amount paid 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 Indemnifying Indemnified Party in respect of any such Liabilityclaim. The Indemnified Party will use its commercially reasonable efforts to recover under insurance policies or indemnity, plus contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (b) In no event will any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages including, without limitation, loss of future revenue or income, loss of business reputation or opportunity related to the amount received from the Third Party in respect thereof, less (ii) the full amount breach or alleged breach of the Indemnifiable Lossthis Agreement or diminution of value or any damages based on any type of multiple. (c) An insurer who Each Indemnified Party will take, and cause its Affiliates to take, all reasonable steps to mitigate any Losses upon becoming aware of any event or circumstance that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto orreasonably expected to, solely by virtue of the indemnification provisions hereofor does, have any subrogation rights with respect give rise thereto, it being expressly understood and agreed including incurring costs only to the minimum extent necessary to remedy the breach that no insurer or any other third party shall be entitled gives rise to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofsuch Losses. (d) Notwithstanding anything Seller will 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 in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemClosing.

Certain Limitations. (a) If Notwithstanding any Indemnitee receives any payment from an Indemnifying Party other provision in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, this Agreement to the extent permitted by applicable Lawcontrary, assign such the parties to this Agreement shall only be liable to indemnify each other for compensatory damages, and, accordingly, in the absence of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party actual fraud, neither party shall be entitled to recover from the Potential Contributor other special, indirect, punitive or consequential damages pursuant to this Article 7 unless and then only to the amount extent that the same are components of such payment or the Indemnifying a Third Person Claim for which an Indemnified Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributoris seeking indemnification hereunder. (b) If notwithstanding Section 5.04 an Indemnitee receives an The amount of any Losses recoverable by way of indemnification pursuant to Article 7 shall be calculated net of the insurance proceeds and any collection-related expenses actually received by the Indemnified Party from a third party in insurer with respect thereto or any indemnification or contribution from any third Person. To the extent of an Indemnifiable Loss that is the subject of any indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid payment made by an Indemnifying Party pursuant to this Article Vhereunder, the Indemnitee shall promptly remit to the Indemnifying Party shall succeed to all corresponding claims that the Indemnified Party may have and otherwise shall be subrogated to the rights of the Indemnified Party against its insurers and any other person or security in respect of such claims, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in seeking recovery under such claims. The Indemnifying Party shall be entitled to receive (or retain) any and all recoveries resulting from the exercise of any rights to which it has been subrogated (the "Subrogated Rights"), other than any amounts in excess (if any) of the sum of (i) the amount corresponding Losses actually paid by the Indemnifying Party in respect of such Liabilityto the Indemnified Party, plus the amount received from the Third Party in respect thereof, less (ii) the full amount fees and expenses actually paid by the Indemnifying Party to any third parties in connection with the investigation or defense of the Indemnifiable Lossmatters giving rise to such corresponding Losses, and (iii) the fees and expenses actually paid by the Indemnifying Party to any third parties in connection with the investigation or prosecution of the Subrogated Rights. The failure of the Indemnified Party to notify timely any applicable insurance carrier or potential third party indemnitor of such claim which results in actual prejudice to the Indemnifying Party shall constitute a defense by the Indemnifying Party to, or off-set against, any claim for indemnification by any Indemnified Party hereunder. (c) An insurer who would otherwise be obligated It is agreed that for the purpose of making a claim for indemnification, the expiration of any one survival period, as set forth in Section 7.1, of certain representations and warranties shall not affect the ability to pay make any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the for indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or hereunder under any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofrepresentations and warranties still surviving. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. (a) If The amount of any indemnifiable losses or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee receives any payment from an third parties (including, without limitation, amounts actually recovered under insurance policies) with respect to such indemnifiable losses or other liability. Any Indemnifying Party in respect hereunder shall be subrogated to the rights of any Indemnifiable Losses and the Indemnitee could have recovered all or a part upon payment in full of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions provision hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or . If any other Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (A) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such indemnifiable loss or other liability. Nothing in this Section 5.03(b) shall obligate any Indemnifying Party to seek to recover any amounts from any third party (including, without limitation, amounts recoverable under insurance policies) prior to, or as a (b) The amount of any loss or other liability for which indemnification is provided under this Agreement shall be entitled (i) increased to take account of any net tax cost incurred by the Indemnitee arising from the receipt or accrual of an indemnification payment hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit realized by the Indemnitee arising from incurring or paying such loss or other liability. In computing the amount of any such tax cost or tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified loss. Any indemnification payment hereunder shall initially be made without regard to this Section 5.03(b) and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have "actually realized" a “wind-fall” (i.e. net tax cost or a net tax benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contraryextent that, and at such time as, the amount of taxes payable by such Indemnitee is increased above or reduced below, as the case may be, the amount of taxes that such Indemnitee would be required to pay but for the receipt or accrual of the indemnification payment or the incurrence or payment of such loss, as the case may be. The amount of any indemnification increase or contribution obligations under this Separation Agreement reduction hereunder shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee reflect any final determination with respect to the Indemnitee's liability for taxes, and payments between such indemnified parties to reflect such adjustment shall be made if necessary. (c) Any indemnification or contribution payment or made under this Agreement relating to Assumed Liabilities, Excluded Assets and Excluded Liabilities shall be characterized for tax purposes as if such payment were made immediately prior to the indemnified itemContribution Date.

Certain Limitations. (a) If The Sellers and the Shareholders shall not have any Indemnitee receives liability under this Agreement resulting from any payment misrepresentation, breaches of representations and warranties or non-fulfillment of any agreement, covenant or obligation except to the extent that the aggregate of all amounts for which the Sellers and the Shareholders, but for this Section 13.6, would be liable exceeds on a cumulative basis $265,000 (the "Threshold"). The Purchasers shall not have any liability under this Agreement resulting from an Indemnifying Party any misrepresentation, breaches of representations and warranties or non-fulfillment of any agreement, covenant or obligation except to the extent that the aggregate of all amounts for which the Purchasers, but for this Section 13.6, would be liable exceeds on a cumulative basis the Threshold. For purposes of determining whether the Threshold has been met in respect of any Indemnifiable Losses and matter to which it applies, the Indemnitee could have recovered all references in this Agreement to Knowledge or a part of such Indemnifiable Loss from a third party materiality (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party correlative meanings) shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributordisregarded. (b) No liability shall be enforced on a claim to the extent of any insurance proceeds received by the party seeking indemnification (net of self-insured retention or deductible amounts including, but not limited to, any proceeds from title insurance coverage relating to the Real Property). If notwithstanding Section 5.04 an Indemnitee the party seeking indemnification receives an amount from any such insurance proceeds after a third claim shall have been paid, the party in respect of an Indemnifiable Loss that is seeking indemnification shall promptly return such payment to the subject of indemnification hereunder after all or a portion extent of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant insurance proceeds received. All amounts due under indemnification claims shall be net of all tax effects, including tax effects on indemnification payments. The Purchasers shall not be entitled to this Article Vindemnification or damages with respect to any obligation, the Indemnitee shall promptly remit liability or matter to the Indemnifying Party extent reserves or accruals for such matters are included in the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such LiabilityAdjusted December 31, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss1998 Balance Sheet. (c) An insurer who would The aggregate amount of liability that the Sellers and the Shareholders may be required to indemnify the Purchasers for pursuant to Section 13.2, or pay to the Purchasers pursuant to a breach of this Agreement or otherwise relating to the transactions contemplated under this Agreement, shall be obligated limited to pay any claim shall not be relieved of the responsibility with respect thereto orfive million dollars ($5,000,000); provided, solely by virtue of the indemnification provisions hereofhowever, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or such limitation shall apply to any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofTax liability. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. (a) If Notwithstanding the foregoing, the Indemnifying Sellers shall not have any Indemnitee receives Liability to the Parent Indemnified Parties for any payment claims for indemnification made by the Parent Indemnified Parties pursuant to Section 7.2(a), and Parent shall not have any Liability to the Seller Indemnified Parties for any claims of indemnification made by the Seller Indemnified Parties pursuant to Section 7.3, in excess of 10% of the aggregate dollar amount of the Closing Cash Consideration (such amount, the “General Indemnity Cap”); provided, however, that: the General Indemnity Cap shall not apply to any Damages based upon, arising out of, or by reason of (A) any inaccuracy of the Fundamental Representations, (B) any breach by any Seller of the covenants and agreements contained in Section 5.6 (Non-Competition) or (C) fraud or willful misrepresentation; provided, however, that in the event any breach of any breach of any covenants and agreements contained in Section 5.6 or any fraud or willful misrepresentation results solely from an Indemnifying Party the action or inaction of a Seller, only such Seller shall be liable to the Parent Indemnified Parties in respect of such breach, fraud or willful misrepresentation. Any Damages based upon, arising out of, or by reason of (x) any Indemnifiable Losses and breach of the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying PartyFundamental Representations, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party covenants and agreements contained in Section 5.6 (Non-Competition) or (y) fraud or willful misrepresentation shall otherwise be subrogated to such Indemnitee’s rights against not count toward the Potential ContributorGeneral Indemnity Cap. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party All Damages shall be net of any amounts actually recovered by the applicable Indemnified Party under Insurance Policies or other collateral sources (such as contractual indemnitees of any Person which are contained outside of this Agreement) with respect to such Damages, less any actual costs, deductibles or expenses incurred in connection with securing such amounts (including any increased premiums resulting therefrom). The Indemnified Party shall use commercially reasonable efforts to make any insurance or other claims under applicable Insurance Policies then in effect or other collateral sources, in each case, that reasonably relate to or provide coverage with respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss to any Damages for which any Indemnified Party has been paid by indemnified under this Article VII. In no event shall any Indemnifying Party have any liability to the Indemnified Party for any punitive, exemplary, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any other Transaction Document, or diminution of value or any damages based on any type of multiple; provided, that an Indemnifying Party shall be liable to the Indemnified Party for such punitive or exemplary damages to the extent they are recovered against an Indemnified Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the a Third Party in respect thereof, less (ii) the full amount of the Indemnifiable LossClaim. (c) An insurer who If the amount to be netted pursuant to Section 7.5(a) from any payment required under this Article VII is determined after payment of any amount otherwise required to be paid to an Indemnified Party under this Article VII, the Indemnified Party shall repay to the Indemnifying Parties, promptly after such determination, any amount that the Indemnifying Parties would otherwise be obligated not have had to pay any claim shall not be relieved pursuant to this Article VII had such determination been made at the time of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofsuch payment. (d) Notwithstanding anything The Parent Indemnified Parties will not be entitled to recover Damages pursuant to Section 7.2(a) until the total amount which the Parent Indemnified Parties would recover under Section 7.2(a), but for this Section 7.5(d), exceeds $400,000 (the “Threshold”), at which point the Parent Indemnified Parties shall be entitled to recover for all from the first dollar exceeding the Threshold; provided, that the Threshold shall not apply to claims for indemnification against the Seller Indemnified Parties in respect of an inaccuracy or a breach of any Fundamental Representations, or any Damages arising out of or based upon fraud or willful misrepresentation. (e) The Sellers shall have no indemnification obligation for Damages with respect to (i) any Taxes that are attributable to a Tax period (or portion thereof) beginning after the Closing Date arising from a breach of the representations and warranties set forth in Section 3.11 (Taxes), other than those set forth in Section 3.8(j), (ii) the amount, value or condition of, or any limitations on, any Tax asset or attribute (e.g., net operating loss or Tax credit) of the Company, including the ability of any Parent or any of its affiliates (including, after the Closing, the Company and the Surviving Entity) to utilize such Tax asset or attribute, in each case, following the Closing, (iii) any Taxes reflected in the calculation of Company Debt or Company Transaction Expenses, and (iv) any Taxes arising from actions taken by Parent, the Company, the Surviving Entity or any affiliate on the Closing Date and after the Closing outside of the ordinary course of business and not contemplated by this Agreement. (f) Subject to the contrarylimitations set forth in this Section 7.5, any claims for indemnification with respect to Company breaches and any claims for indemnification against the Sellers pursuant to this Article VII shall be satisfied by the Sellers, on a several but not joint basis, in accordance with their respective Pro Rata Portion of the Merger Consideration. (g) Notwithstanding the fact that any Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, event, condition or circumstance, no Indemnified Party shall be entitled to recover the amount of any Damages suffered by such Indemnified Party more than once, regardless of whether such Damages may be as a result of a breach of more than one representation, warranty, obligation or covenant or otherwise. In addition, any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability, or contribution obligations under this Separation Agreement shall not be adjusted a breach of more than one representation, warranty, covenant or agreement, as applicable. (h) Each Party must take and must cause their respective Affiliates and Parent Indemnified Parties or Seller Indemnified Parties, as applicable, to take into account all reasonable steps to mitigate and otherwise minimize Damages to the Tax treatment maximum extent reasonably possible upon and after becoming aware of any event which would reasonably be expected to give rise to Damages. (i) Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this Article VII, the relevant Indemnitee Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any Person not a party to this Agreement with respect to the subject matter underlying such indemnification or contribution payment or claim and the indemnified itemIndemnified Party shall assign any such rights to the Indemnifying Party.

Certain Limitations. The liability of the Stockholder or Buyer, as ------------------- applicable, for claims under this Agreement shall be limited by the following: (a) If One (1) year after the Closing Date, neither the Stockholders nor Buyer shall have any further obligations under this Section 10 or this Agreement or otherwise, except for Damages with respect to which a Buyer Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and has given the Indemnitee could have recovered all Stockholders, or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying PartyStockholder Indemnitee has given Buyer, such Indemnitee shallas applicable, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated written notice prior to such Indemnitee’s rights against the Potential Contributordate. (b) If notwithstanding The amount of Damages otherwise recoverable under this Section 5.04 an 10 shall be reduced to the extent to which any Federal, state, local or foreign tax liabilities of the Stockholder Indemnitee receives an amount from a third party or the Buyer Indemnitee, as applicable, or any of their respective affiliates (including in the case of Buyer, the Company and its Subsidiaries once the Closing has occurred) is decreased by reason of any Damage in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all which such Stockholder Indemnitee or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant Buyer Indemnitee, as applicable, shall be entitled to indemnity under this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable LossAgreement. (c) An insurer who would otherwise No Damages shall be obligated to pay any claim shall not be relieved of the responsibility recoverable by a Stockholder Indemnitee or Buyer Indemnitee with respect thereto orto any matter which is covered by insurance, solely by virtue to the extent proceeds of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer such insurance or any other third party shall be entitled indemnitor are paid net of any costs incurred in connection with the collection thereof and the Stockholder Indemnitee or the Buyer Indemnitee, as the case may be, hereby agree to a “wind-fall” (i.e. a benefit they would not be entitled exhaust its remedies against all applicable insurers or indemnitors prior to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofrecovering any amounts hereunder. (d) Notwithstanding anything Any payment required under this Section 10 paid to any Buyer Indemnitee or any Stockholder Indemnitee, as the case may be, shall be treated by Buyer and the Stockholder as a further adjustment of the Purchase Price for the Company Securities. (i) Except for Damages resulting from a breach of the representations and warranties contained in Sections 3.3, 4.1 and 4.2, no Damages shall be recoverable by a Stockholder Indemnitee or Buyer Indemnitee pursuant to the contraryprovisions of this Section 10, and no claim therefor shall be asserted for any purpose whatsoever hereunder, unless the aggregate amount of the Stockholder Indemnitees' or the Buyer Indemnitees', as the case may be, Damages equals at least $5,000,000 in the aggregate and then only to the extent such Damages exceed $5,000,000 in the aggregate. (ii) Except for Damages resulting from a breach of the representations and warranties contained in Sections 3.3, 4.1 and 4.2, Damages for breach of which are limited to the purchase price to be paid tothe applicable Stockholder Indemnitee, the aggregate amount of Damages recoverable pursuant to the provisions of this Section 10 by all the Buyer Indemnitees in the aggregate shall be limited to $10,000,000. (iii) Except for Damages resulting from a breach of the representations and warranties contained in Sections 3.3, 4.1 and 4.2, Damages for breach of which are limited to the purchase price to be paid to the applicable Stockholder Indemnitee, the amount of to be payable by any indemnification or contribution obligations under this Separation Agreement shall not be adjusted Stockholder Indemnitee to take into account the Tax treatment of the relevant Indemnitee with respect all Buyer Indemnitees pursuant to the provisions of this Section 10 shall in no event exceed such Stockholder Indemnitee's indemnification cap as set forth opposite such Stockholder Indemnitee's name in column 8 of Exhibit A --------- hereto. (f) No Damages shall be recoverable by any Buyer Indemnitee pursuant to the provisions of this Section 10, and no claim therefor shall be asserted for any purpose whatsoever hereunder, which arise out of facts, circumstances or contribution payment conditions which are disclosed in this Agreement or any Schedule or Exhibit hereto or of which any Buyer Indemnitee had knowledge on or before the indemnified itemClosing Date.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect The amount of any Indemnifiable Losses and indemnifiable losses or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee could have indemnified party from third parties (including amounts actually recovered all under insurance policies) with respect to such indemnifiable losses or a part of such Indemnifiable Loss from a third other liability. Any indemnifying party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, hereunder shall be subrogated to the extent permitted by applicable Law, assign such rights of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor indemnified party upon payment in full of the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions provision hereof, have any subrogation rights with respect thereto. If any indemnified party recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, it being expressly understood then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such indemnifiable loss or other liability. (b) The amount of any loss or other liability for which indemnification is provided under this Agreement shall be (i) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt or accrual of an indemnification payment hereunder (grossed up for such increase) and agreed that no insurer (ii) reduced to take account of any net Tax benefit realized by the indemnified party arising from incurring or paying such loss or other liability. In computing the amount of any other third such Tax cost or Tax benefit, the indemnified party shall be entitled deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified loss. Any indemnification payment hereunder shall initially be made without regard to this Section 10.5(b) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the indemnified party has actually realized such cost or benefit. For purposes of this Agreement, an indemnified party shall be deemed to have "actually realized" a “wind-fall” (i.e. net Tax cost or a net Tax benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contraryextent that, and at such time as, the amount of Taxes payable by such indemnified party is increased above or reduced below, as the case may be, the amount of Taxes that such indemnified party would be required to pay but for the receipt or accrual of the indemnification payment or the incurrence or payment of such Loss, as the case may be. The amount of any indemnification increase or contribution obligations under this Separation Agreement reduction hereunder shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee reflect any Final Determination with respect to the indemnified party's liability for Taxes, and payments between such indemnified parties to reflect such adjustment shall be made if necessary. (c) The amount of any or other liability for which indemnification or contribution payment or is provided under this Agreement shall be treated by Buyer and Seller as an adjustment to the indemnified itemPurchase Price, and Seller and Buyer agree, and Buyer agrees to cause the Company and the Subsidiaries and the Affiliates, not to take any position inconsistent therewith for any purpose.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect For the purpose of calculating the amount of any Indemnifiable Losses and the Loss for which a Purchase Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying PartySeller Indemnitee is entitled to indemnification under this Agreement, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment Loss shall be deemed to be an amount net of any insurance proceeds actually received by such Person or the Indemnifying Party shall otherwise be subrogated to its Affiliates in respect of such Indemnitee’s rights against the Potential Contributorclaim. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of In connection with any claim for indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to under this Article VX, each Purchaser Indemnitee or each Seller Indemnitee, as the case may be, shall use all commercially reasonable efforts to mitigate any Loss upon and after becoming aware of any event that would reasonably be expected to give rise to such Loss. The failure of Purchaser Indemnitee or each Seller Indemnitee, as the case may be, to mitigate any Loss shall promptly remit to not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the excess (if any) of (i) the amount paid by extent that the Indemnifying Party in respect is materially prejudiced as a result of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Lossfailure to mitigate. (c) An insurer who would otherwise be obligated to pay For purposes of this Article X, any claim shall not be relieved inaccuracy in or breach of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer representation or any other third party warranty shall be entitled determined without regard to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofany materiality. (d) Notwithstanding anything No party to this Agreement (or any of its Affiliates) shall, in any event, be liable or otherwise responsible to any other party (or any of its Affiliates) for any punitive damages of such other party (or any of its Affiliates) arising out of or relating to this Agreement or the performance or breach hereof, other than any such damages incurred by a Third Party and arising in connection with a Third-Party Claim. In addition, no party to this Agreement (or any of its Affiliates) shall, in any event, be liable or otherwise responsible to any other party (or any of its Affiliates) for any diminution in value, consequential damages or speculative damages arising out of or relating to this Agreement or the performance or breach hereof, other than any such damages incurred by a Third Party and arising in connection with a Third-Party Claim. (e) No Purchaser Indemnitee shall have any right to indemnification under Section 10.2(a) regarding a breach of a representation or warranty if Purchaser had Knowledge of the breach or the underlying facts or circumstances giving rise thereto. (f) No Seller Indemnitee shall have any right to indemnification under Section 10.3(a) regarding a breach of a representation or warranty if Seller had Knowledge of the breach or the underlying facts or circumstances giving rise thereto. (g) The maximum aggregate liability of Seller and PJC to the contraryPurchaser Indemnitees under Section 10.2(c), the excluding any liability of Seller and PJC under Section 5.13(b), shall be an amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified itemequal $4 million.

Certain Limitations. (a) If An Indemnified Party shall not be entitled to indemnification for Losses in respect of any Indemnitee receives any payment from matter to the extent the same was already taken into account in the calculation of the Consideration in accordance with Section 1.5 or would otherwise result in duplicative recovery. (b) Payments by an Indemnifying Party pursuant to this Section 7.8 in respect of any Losses shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds received and any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any Indemnifiable Losses such Claim, in each case net of any deductibles and the Indemnitee could have recovered reasonable costs and expenses of pursuing such claim and collecting such insurance proceeds. (c) All Indemnified Parties will use commercially reasonable efforts to mitigate any Losses upon becoming aware of any event or circumstances that would reasonably be expected to, or does, give rise to a Claim, including commercially reasonable efforts to recover all or a part Losses from insurers of such Indemnifiable Loss from a third party Indemnified Party under applicable insurance policies so as to reduce the amount of any Losses hereunder. (a “Potential Contributor”d) based on After any indemnification payment is made to any Indemnified Party pursuant to this Section 7.8, the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee Party shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise payment, be subrogated to all rights (if any) of the Indemnified Party against any third party in connection with the Losses to which such Indemnitee’s rights against payment relates. Without limiting the Potential Contributorgenerality of the preceding sentence, any Indemnified Party receiving an indemnification payment pursuant to the preceding sentence shall execute, upon the written request of the Indemnifying Party, any instrument reasonably necessary to evidence such subrogation rights. (be) If notwithstanding Payments by an Indemnifying Party pursuant this Section 5.04 an Indemnitee receives 7.8 in respect of any Losses shall be reduced by: (i) an amount equal to any Tax benefit realized; and (ii) an amount received by the Indemnified Party as a result of indemnification or recovery of damages from a third party in respect of an Indemnifiable Loss that is the subject such Claim, in each case, net of indemnification hereunder after all or a portion of out-of-pocket costs incurred in recovering such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit proceeds and amounts (f) Notwithstanding anything herein to the Indemnifying contrary or provided for under any applicable Law, in no event shall any Party the excess be liable to any other Party for any punitive or exemplary damages or any consequential or indirect damages that are not reasonably foreseeable (if any) of (i) the amount paid or actually foreseen by the Indemnifying Party except if, and to the extent, any such damages are paid or payable to a third party as finally determined by a court of competent jurisdiction in respect of such Liability, plus the amount received from the Third any Third-Party in respect thereof, less (ii) the full amount of the Indemnifiable LossClaim for which indemnification hereunder is otherwise required. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the indemnification or contribution payment or the indemnified item.

Certain Limitations. (a) If any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, Notwithstanding anything to the extent permitted by applicable Lawcontrary contained herein, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor Parties shall have no liability or obligations under Section 8.1, in all cases, unless and until the amount of such payment or the aggregate indemnification obligations of the Indemnifying Parties under Section 8.1 exceeds $1,250,000 whereupon the Indemnifying Party shall otherwise indemnify, defend, protect and hold harmless the Indemnified Party for the amount of all Losses under Section 8.1 in excess of $1,250,000; subject in all cases to the other limitations set forth in this Article VIII (including, that the liability of the Indemnifying Parties under this Article VIII shall be subrogated limited to their interest in the Indemnity Escrow Funds). In addition, in no event shall any Company Securityholder or Incentive Plan Participant have any liability to any Indemnified Party or any other Persons for fraud in excess of the portion of the Merger Consideration received by such Indemnitee’s rights against Person in accordance with the Potential Contributorterms of this Agreement. (b) If notwithstanding Section 5.04 an Indemnitee receives an The amount from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid Losses recoverable by an Indemnifying any Indemnified Party pursuant to under this Article V, the Indemnitee VIII with respect to an indemnity claim shall promptly remit to the Indemnifying Party the excess (if any) of (i) be reduced by the amount paid of any payment actually received by the Indemnifying such Indemnified Party in (or an Affiliate thereof) from any insurance policy net of any deductibles or other amounts payable with respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Lossthereto. (c) An insurer who would otherwise In addition to the other limitations set forth in this Section 8.5 and notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not be obligated to pay indemnify the Indemnified Party with respect to (i) any claim shall not be relieved item disclosed in the Disclosure Schedule or pursuant to Section 5.6, (ii) any indirect, special, incidental, consequential or punitive damages claimed by an Indemnified Party resulting from the breach of any representation or warranty, covenant or agreement, (iii) any covenant or condition waived in writing by Parent or Merger Sub on or prior to the Closing, or (iv) any Loss by an Indemnified Party with respect to any matter to the extent that such matter was reflected in the calculation of the responsibility with respect thereto or, solely by virtue adjustment of the indemnification provisions hereofMerger Consideration, have any subrogation rights with respect theretoif any, it being expressly understood and agreed that no insurer or any other third party shall be entitled pursuant to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofSections 2.1(b). (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee Except with respect to the indemnification claims for equitable relief, including specific performance, made with respect to breaches of any covenant or contribution payment agreement contained in this Agreement (or the indemnified itemother Transaction Documents), from and after the Closing the rights of the Indemnified Parties under this Article VIII shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims under, or otherwise relating to the transactions that are the subject of, this Agreement (and the other Transaction Documents). Without limiting the generality of the foregoing, in no event shall any Indemnified Party, its successors or permitted assigns be entitled to seek rescission of the transactions consummated by this Agreement (or the other Transaction Documents).

Certain Limitations. REIT hereby covenants and agrees (a) If not to designate or participate in the designation of a REIT Observer who, to REIT’s knowledge, after reasonable inquiry, is a Disqualified Designee and (b) that in the event REIT becomes aware that any Indemnitee receives any payment from an Indemnifying Party in respect of any Indemnifiable Losses and the Indemnitee could have recovered all individual previously designated by REIT is or has become a part Disqualified Designee, then (i) REIT shall as promptly as practicable (A) notify CEOC of such Indemnifiable Loss from a third party fact and (a “Potential Contributor”B) based on the underlying claim or demand asserted against take such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor actions as are necessary to permit immediately remove such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributor. (b) If notwithstanding Disqualified Designee and, in accordance with Section 5.04 an Indemnitee receives an amount from 1.2, designate a third party in respect of an Indemnifiable Loss that replacement designee who is the subject of indemnification hereunder after all or not a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less Disqualified Designee; and (ii) CEOC shall be permitted to take such actions as are necessary to remove such Disqualified Designee from such individual’s respective designation hereunder. The REIT Observer shall promptly notify the full amount Parties if he or she is a Disqualified Designee and shall promptly resign as the REIT Observer. A “Disqualified Designee” means any designee to whom any Disqualification Event is applicable. A “Disqualified Event” means each of the Indemnifiable Loss. (c“bad actor” disqualifying events described in Rule 506(d)(1) An insurer who would otherwise be obligated to pay any claim shall not be relieved promulgated under the Securities Act of the responsibility with respect thereto or1933, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) as amended. Notwithstanding anything else contained herein to the contrary, the amount Parties acknowledge and agree, on their own behalf and on behalf of any indemnification or contribution obligations under this Separation Agreement their designees, that the REIT Observer shall not be adjusted entitled to take into account attend or otherwise participate in any meetings or presentations or to receive information, to the Tax treatment extent that, the CEOC Board determines in good faith, upon advice of CEOC’s outside counsel (which, for the avoidance of doubt, may be the same as CEC’s outside counsel), that (i) such attendance, participation or information would be reasonably likely to jeopardize, compromise or otherwise waive attorney- client privilege, the work product doctrine or other similar evidentiary privileges or doctrines, (ii) information is reasonably expected to be discussed, or was discussed and otherwise included, that directly relates to CEOC’s negotiating position relating to any transaction or dispute between itself (or its affiliates) and REIT (or its affiliates), and inclusion of the relevant Indemnitee with respect REIT Observer would be adverse to such negotiating position (provided, however, that (a) the foregoing limitations in subclauses (i) and (ii) shall only apply to the indemnification or contribution payment portion of the meeting or the indemnified iteminformation which would be required to preserve such attorney-client privilege, the work product doctrine or other similar evidentiary privileges or doctrines or mitigate such adverse effect to CEOC’s negotiating position, as the case may be, and not to any other portion thereof and (b) CEOC shall, and shall cause its affiliates to, use reasonable best efforts to permit such attendance or cause such information to be provided in a manner that would not result in, in the case of subclause (i) such jeopardy, compromise or waiver of attorney-client privilege, the work product doctrine or other similar evidentiary privileges or doctrines), or in the case of subclause (ii) prejudice such negotiating position, or (iii) the REIT Observer is a Disqualified Designee. Upon any determination or designation of the REIT Observer as a Disqualified Designee, REIT shall have the Case 15-01145 Doc 7467-8 Filed 10/03/17 Entered 10/03/17 19:43:57 Desc Exhibit WW Page 4 of 11 -4- Error! Unknown document property name. right to immediately designate a replacement designee in accordance with Section 1.2. For the avoidance of doubt, the presence of the REIT Observer shall not be required to establish a quorum of the CEOC Board. REIT shall be liable for a breach of this Agreement by the REIT Observer as though such individual were a party to this Agreement.

Certain Limitations. Anything in this Agreement to the contrary notwithstanding: (ai) If any Indemnitee receives matters giving rise to a claim of indemnification pursuant to this Article 10 by a Seller Indemnified Person or a Investor Indemnified Person may be covered by any payment from an insurance policy or policies, then such Seller Indemnified Person or such Investor Indemnified Person shall cooperate fully with reasonable requests of the Indemnifying Party in connection with pursuing remedies under such insurance policy against the applicable insurer or insurers or policies. The Indemnifying Party shall bear or reimburse any costs or expenses by any Seller Indemnified Person or any Investor Indemnified Person (including reasonable fees and expenses of counsel) incurred in connection with pursuing such remedies as applicable. Any indemnity payment made by the Sellers to any Investor Indemnified Person, on the one hand, or by the Company to any Seller Indemnified Person, on the other hand, in respect of any Indemnifiable Losses and Loss shall be net of an amount equal to (a) any insurance proceeds actually received by such Seller Indemnified Person or such Investor Indemnified Person, as the Indemnitee could have recovered all or a part case may be, in respect of such Indemnifiable Loss from a third party claim minus (a “Potential Contributor”b) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shallany related costs and expenses (including reasonable fees and expenses of counsel), to the extent permitted such costs are not reimbursed pursuant to the previous sentence, including the aggregate cost of pursuing any related insurance claims plus any related increases in retrospective insurance premiums or other chargebacks. If a Seller Indemnified Person or such Investor Indemnified Person 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 applicable Lawthe Indemnifying Party, assign then such of its rights to proceed against Seller Indemnified Person or such Investor Indemnified Person shall promptly reimburse the Potential Contributor as are necessary to permit such Indemnifying Party for any payment made or expense incurred by such Seller Indemnified Person or a Investor Indemnified Person in connection with providing such indemnification payment up to recover from the Potential Contributor amount received by the Indemnified Party, net of any costs and expenses (including reasonable fees and expenses of counsel), to the extent such costs are not reimbursed pursuant to the second sentence of this clause (d)(i), incurred by such Seller Indemnified Person or such Investor Indemnified Person in collecting such amount and any related increases in retrospective insurance premiums or other chargebacks. Nothing contained in this sub-section shall excuse performance, or justify any delay in performance, on the part of the Indemnifying Party. (ii) If the Closing shall not have occurred, any claims of Investor Indemnified Persons and Seller Indemnified Persons shall be limited to actual out of pocket expenses and shall in no event include any special or consequential damages, except in respect of an intentional breach or grossly negligent breach by the Sellers or the Investors, as the case may be, and any claims of the Sellers or Seller Indemnified Parties shall also be limited as set forth in Section 3.5. (iii) The amount with respect to which any claim is made under Section 7.5 (Tax Matters) or this Article 10 (an "Indemnity Claim") shall be (A) increased by any Taxes incurred by the party making such claim as a result of the receipt of the respective indemnity payment (as increased pursuant to this Section 10.1(d)(iii)) and (B) reduced to the extent provided in this Section 10.1(d)(iii) by any decrease in Taxes as a result of a Tax Benefit currently realized by the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when actually realized; such refund, however, shall not exceed the indemnification payment previously received by the party that made such Indemnity Claim from the indemnifying party. If the Sellers Cap or the Indemnifying Party Company Cap, as the case may be, is applicable and has been met, no further payments to the applicable indemnifying party described in the preceding sentence shall otherwise be subrogated required to be made except to the extent such payments would cause the applicable ceiling to not be met. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is actually realized. For purposes of this Section 10.1(d)(iii), a "Tax Benefit" to a party means an amount by which the Tax liability of such party (or group of Affiliates including such party) is actually reduced as a result of the Losses subject to such Indemnitee’s rights against Indemnity Claim. A Tax Benefit that results from an event giving rise to the Potential Contributor. indemnity payment shall be considered actually realized by an indemnified party only to the extent that, but for such Tax Benefit, such indemnified party's Tax liability would be higher than it is with such Tax Benefit (be.g., deductions, credits or losses of the indemnified party that do not result from the event giving rise to the indemnity payment shall be deemed to be used prior to the use of any deduction, credit or loss that does result from the event giving rise to the indemnity payment). If a realized Tax Benefit that has been taken into account under this Section 10.1(d)(iii) If notwithstanding Section 5.04 an Indemnitee receives an amount is rendered unavailable by reason of a carryback of any deductions, credits or losses from a third party in respect of an Indemnifiable Loss that is the subject of indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article Vsubsequent period, the Indemnitee indemnifying party shall promptly remit make an appropriate reconciliation payment to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Liability, plus the amount received from the Third Party in respect thereof, less (ii) the full amount of the Indemnifiable Loss. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the indemnified party. The amount of any indemnification increase, reduction or contribution obligations under this Separation Agreement payment hereunder shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee reflect any final determination with respect to the indemnified party's liability for Taxes, and if necessary, payments shall be made between the parties to this Agreement to reflect such adjustment. The Company shall notify the Sellers promptly in writing if as of the end of any taxable year of the Company or any Subsidiary a realizable taxable benefit has not been realized due to the availability of other tax attributes along with backup information supporting the fact that a realizable tax benefit has not been realized. The parties agree that any indemnification or contribution payment or payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the indemnified itemPurchase Price, unless otherwise required by applicable Law.

Certain Limitations. 1. An Indemnifying Person shall not be obligated to indemnify and hold harmless any Indemnified Person under paragraph B or C of this Article with respect to any claim, unless and until the aggregate amount of all indemnifiable losses sought from such Indemnifying Person under paragraph B or C of this Article, as applicable (athe “Indemnifiable Losses”) If any Indemnitee receives any payment from by all Indemnified Persons exceeds USD 1 million (the “Deductible”), at which point the Indemnifying Person shall be liable to all the Indemnified Persons for the value of all Indemnifiable Losses, that is in excess of the Deductible, subject to the limitations set forth in this Article 10; provided that the maximum aggregate liability of an Indemnifying Party in respect of Person to all the Indemnified Persons for any or all Indemnifiable Losses and the Indemnitee could have recovered all or a part of such Indemnifiable Loss from a third party (a “Potential Contributor”) based on the underlying claim or demand asserted against such Indemnifying Party, such Indemnitee shall, to the extent permitted by applicable Law, assign such of its rights to proceed against the Potential Contributor as are necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of such payment or the Indemnifying Party under this Agreement shall otherwise be subrogated to such Indemnitee’s rights against the Potential Contributornot exceed USD 7 million. (b) If notwithstanding Section 5.04 an Indemnitee receives an amount from a third party in respect of an Indemnifiable Loss that is the subject of 2. An Indemnified Person shall not be entitled to indemnification hereunder after all or a portion of such Indemnifiable Loss has been paid by an Indemnifying Party pursuant to this Article V, the Indemnitee shall promptly remit 10 for Indemnifiable Losses to the Indemnifying Party the excess (if any) of extent (i) the amount paid by the Indemnifying Party such Indemnified Person could have, with commercially reasonable efforts, mitigated or prevented such Indemnifiable Losses upon and after becoming aware of any facts or circumstances that would reasonably be expected to result in respect of such Liabilityany Indemnifiable Losses that are indemnifiable hereunder, plus the amount received from the Third Party in respect thereof, less or (ii) such Indemnifiable Losses result from or are magnified by the full amount action or inaction of such Indemnified Person after the Closing. In the event an Indemnified Person fails to use commercially reasonable efforts to mitigate or prevent Indemnifiable Loss. (c) An insurer who would otherwise be obligated Losses as provided herein, then notwithstanding anything to pay any claim the contrary contained herein, the Indemnifying Person shall not be relieved required to indemnify the Indemnified Person for that portion of Indemnifiable Losses that could reasonably have been expected to have been avoided if the Indemnified Person had taken such commercially reasonable efforts. 3. No Reinsurer Indemnified Person shall be entitled to indemnification with respect to any particular Indemnifiable Loss to the extent the related damages, losses, liabilities, obligations, costs, or expenses were reflected or provided for or reserved against in the calculation of the responsibility with respect thereto or, solely Initial Reinsurance Premium and the Net Subject Reserves at the Closing. 4. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by virtue reason of the indemnification provisions hereofstate of facts giving rise to such liability constituting a breach of more than one representation, have any subrogation rights with respect theretowarranty, it being expressly understood and agreed that covenant or agreement. For the avoidance of doubt, no insurer or any other third party shall be entitled to a “wind-fall” (i.e. a benefit they would not be entitled to receive in the absence of the claim indemnification provisions) by virtue of the indemnification provisions hereof. (d) Notwithstanding anything to the contrary, the amount of any indemnification or contribution obligations under this Separation Agreement shall not be adjusted to take into account the Tax treatment of the relevant Indemnitee with respect to the same underlying subject matter more than once. No breach of any representation or warranty shall be a basis for indemnification or contribution payment pursuant to this Article 10 by a Party if the breach or the indemnified itemfacts giving rise to such breach was disclosed or otherwise known to such Party prior to (i) the date hereof or (ii) if such representation or warranty is made as of any particular future date, such date. 5. The Parties acknowledge and agree that their sole and exclusive remedy following the Closing at law or equity with respect to any alleged breach of any representation or warranty of the other Party made in this Agreement or any other Transaction Agreements, in each case regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or in tort, whether at law or in equity, or otherwise, shall be pursuant to the provisions set forth in this Article 10. 6. Upon making any payment for an Indemnified Loss, the Indemnifying Person will, to the extent of such payment, be subrogated to all rights of Indemnified Person against any third Person in respect of the Indemnifiable Loss to which the payment related. 7. For the avoidance of doubt, nothing contained in this Article is intended to alter the obligations of the Reinsurer to reinsure the Subject Business in accordance with the terms and conditions of this Agreement.